- Quarterly Report (10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 (Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2010
	Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to _________

Commission File Number: 1-8356

DVL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		13-2892858
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
70 East 55 th Street, New York, New York		10022
(Address of principal executive offices)		(Zip Code)
[phone]
(registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x  Yes   o  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o  Yes   o  No

 

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer (Do not check if a smaller reporting company)  o	Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o  Yes   x  No

 

The number of shares outstanding of the issuer’s classes of common equity, as of November 10, 2010 was:

 

Class		Number of Shares
Common Stock, $.01 par value		44,770,345

 

 

 

---

 

 

DVL , INC. AND SUBSIDIARIES

INDEX

Part I	Financial Information:	Pages
	Item 1. – Financial Statements:
	Consolidated Balance Sheets – September 30, 2010 (unaudited) and December 31, 2009	2 – 3
	Consolidated Statements of Operations – Three Months Ended September 30, 2010 (unaudited) and 2009 (unaudited)	4 – 5
	Consolidated Statements of Operations – Nine Months Ended September 30, 2010 (unaudited) and 2009 (unaudited)	6 - 7
	Consolidated Statement of Shareholders’ Equity – September 30, 2010 (unaudited)	8
	Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2010 (unaudited) and 2009 (unaudited)	9 - 10
	Notes to Consolidated Financial Statements (unaudited)	11 - 17
	Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations	18 - 25
	Item 3. – Quantitative and Qualitative Disclosures About  Market Risk	25
	Item 4T. - Controls and Procedures	26
Part II	Other Information:
	Item 6. – Exhibits	26 - 31
	Signatures	31

 

 

 

---

Index

 

Part I – FINANCIAL INFORMATION

Item 1.  Financial Statements

DVL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

		September 30,				December 31,
		2010				2009
		(unaudited)
ASSETS
Residual interests in securitized portfolios		$	37,479			$	42,699
Mortgage loans receivable from affiliated partnerships (net
of unearned interest of $2,985 for 2010 and $4,037 for 2009)			11,937				13,326
Allowance for loan losses			(2,421	)			(2,884	)
Net mortgage loans receivable			9,516				10,442
Cash (including restricted cash of $292 for 2010 and $274 for 2009)			1,768				1,067
Investments
Real estate at cost (net of accumulated depreciation and
amortization of $1,707 for 2010 and $1,553 for 2009)			9,505				9,175
Affiliated limited partnerships (net of allowance for
losses of $327 for 2010 and $375 for 2009)			657				657
Net deferred tax asset			2,015				2,068
Other assets			3,858				1,762
Assets of discontinued operations			-				601
Total assets		$	64,798			$	68,471

(continued)

See notes to consolidated financial statements.

 

 

2

---

Index

 

DVL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands except share data)

(continued)

		September 30,				December 31,
		2010				2009
		(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Notes payable - residual interests		$	20,609			$	28,155
Underlying mortgages payable			2,260				2,708
Debt - other			12,360				10,694
Debt - affiliates			1,157				1,129
Interest rate swaps			140				176
Security deposits, accounts payable and accrued
liabilities (including deferred income of $194
for 2010 and $71 for 2009)			1,427				1,194
Total liabilities			37,953				44,056
Commitments and contingencies
Shareholders' equity:
Preferred stock, $10.00 par value, authorized, -0- and 100 issued
and outstanding as of 2010 and 2009, respectively			-				1
Preferred stock, $.01 par value, authorized 5,000,000
shares, issued and outstanding -0-			-				-
Common stock, $.01 par value, authorized 90,000,000
shares, issued and outstanding 44,770,345 for 2010 and 2009			448				448
Additional paid-in-capital			97,003				97,003
Deficit			(70,513	)			(72,861	)
Accumulated other comprehensive loss			(93	)			(176	)
Total shareholders' equity			26,845				24,415
Total liabilities and shareholders' equity		$	64,798			$	68,471

 

See notes to consolidated financial statements.

 

 

3

---

Index

 

DVL , INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(unaudited)

		Three Months Ended
		September 30
		2010				2009
Income from affiliates:
Interest on mortgage loans		$	388			$	557
Partnership management fees			57				59
Management fees			90				121
Transaction and other fees from partnerships			-				1
Distributions from partnerships			19				27
Income from others:
Interest income - residual interests			1,526				1,601
Net rental income (including depreciation and
amortization of $48 for 2010 and $41 for 2009)			166				108
Other income and interest			2				51
			2,248				2,525
Operating expenses:
General and administrative			403				425
Asset servicing fee - NPO Management LLC			199				195
Legal and professional fees			147				115
Provision for loan losses			307				100
Limited Partner Settlement Expense			52				-
Interest expense:
Underlying mortgages			42				57
Notes payable - residual interests			440				669
Affiliates			34				42
Others			229				214
			1,853				1,817
Income from continuing operations before income tax benefit (expense)			395				708
Income tax benefit (expense)			1				(44	)
Income from continuing operations			396				664
Income (loss) from discontinued operations - net of tax of $-0- in
both periods			916				(108	)
Net income		$	1,312			$	556

(continued)

See notes to consolidated financial statements.

 

 

4

---

Index

 

DVL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(unaudited)

(continued)

		Three Months Ended
		September 30, 2010
		2010				2009
Basic earnings per share:
Income from continuing operations		$	0.01			$	0.01
Income (loss) from discontinued operations			0.02				-
Net Income		$	0.03			$	0.01
Diluted earnings per share:
Income from continuing operations		$	0.01			$	0.01
Income (loss) from discontinued operations			0.02				-
Net Income		$	0.03			$	0.01
Weighted average shares outstanding - basic			44,770,345				44,770,345
Effect of diluted securities			64,732				13,725
Weighted average shares outstanding - diluted			44,835,077				44,784,070

See notes to consolidated financial statements.

 

 

5

---

Index

 

DVL , INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(unaudited)

 

		Nine Months Ended
		September 30,
		2010				2009
Income from affiliates:
Interest on mortgage loans		$	1,358			$	1,654
Partnership management fees			180				168
Management fees			333				388
Transaction and other fees from partnerships			1				27
Distributions from partnerships			128				133
Income from others:
Interest income - residual interests			4,691				4,684
Net rental income (including depreciation and
amortization of $147 for 2010 and $137 for 2009)			319				267
Other income and interest			22				76
			7,032				7,397
Operating expenses:
General and administrative			1,324				1,390
Asset servicing fee - NPO Management LLC			594				586
Legal and professional fees			552				274
Provision for loan losses			334				225
Limited Partner Settlement Expense			92				-
Interest expense:
Underlying mortgages			138				182
Notes payable - residual interests			1,475				2,034
Affiliates			103				128
Others			640				770
			5,252				5,589
Income from continuing operations before income tax benefit (expense)			1,780				1,808
Income tax expense			(53	)			(77	)
Income from continuing operations			1,727				1,731
Income (loss) from discontinued operations - net of tax of $-0- in
both periods			621				(136	)
Net income		$	2,348			$	1,595

See notes to consolidated financial statements.

 

 

6

---

Index

 

DVL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(unaudited)

(continued)

		Nine Months Ended
		September 30, 2010
		2010				2009
Basic earnings per share:
Income from continuing operations		$	0.03			$	0.04
Income (loss) from discontinued operations			0.02				-
Net Income		$	0.05			$	0.04
Diluted earnings per share:
Income from continuing operations		$	0.03			$	0.04
Income (loss) from discontinued operations			0.02				-
Net Income		$	0.05			$	0.04
Weighted average shares outstanding - basic			44,770,345				44,770,345
Effect of diluted securities			55,528				23,143
Weighted average shares outstanding - diluted			44,825,873				44,793,488

See notes to consolidated financial statements.

 

 

7

---

Index

 

DVL , INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(in thousands except share data)

																										Accumulated
		Preferred Stock								Common Stock								Additional								Other
																		Paid-In								Comprehensive								Comprehensive
		Shares				Amount				Shares				Amount				Capital				Deficit				Income (Loss)				Total				Income
Balance - January 1, 2010			100			$	1				44,770,345			$	448			$	97,003			$	(72,861	)		$	(176	)		$	24,415			$	-
Amortization of deferred
loss on interest rate swap
agreements			-				-				-				-				-				-				83				83				83
Redemption and cancellation
of Preferred Stock			(100	)			(1	)			-				-				-				-				-				(1	)			-
Net income			-				-				-				-				-				2,348				-				2,348				2,348
Balance - September 30, 2010			-			$	-				44,770,345			$	448			$	97,003			$	(70,513	)		$	(93	)		$	26,845			$	2,431

See notes to consolidated financial statements.

 

 

8

---

Index

 

DVL , INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited )

		Nine Months Ended
		September 30,
		2010				2009
Cash flows from operating activities:
Continuing operations:
Net Income		$	2,348			$	1,595
(Income) loss from discontinued operations			(621	)			136
Adjustments to reconcile income to net cash provided by
operating activities from continuing operations
Interest accretion on residual interests			(235	)			(204	)
Net increase in accrued interest on debt			9				27
Depreciation and amortization			200				176
Provision for loan losses			84				225
Amortization of unearned interest on loans receivable			(1,052	)			(839	)
Net decrease in deferred tax asset			53				152
Net decrease in other assets			104				383
Net increase (decrease) in accounts payable,
security deposits and accrued liabilities			110				(379	)
Net increase in deferred income			123				178
Net cash provided by continuing operations			1,123				1,450
Discontinued operations:
Gain (loss) from discontinued operations			621				(136	)
Loss (gain) on sale of discontinued assets			(880	)			(47	)
Net decrease in assets and liabilities of
discontinued operations			252				28
Cash provided by (used in) discontinued operations			(7	)			(155	)
Net cash provided by operating activities			1,116				1,295

 

(continued)

 

See notes to consolidated financial statements.

 

 

9

---

Index

 

DVL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

(continued)

		Nine Months Ended
		September 30,
		2010				2009
Cash flows from investing activities:
Collections on loans receivable		$	1,469			$	1,402
Principal collections on residual interests			4,075				1,618
Real estate capital improvements			(2,258	)			(6	)
Net proceeds from the sale of discontinued assets			1,229				914
Net cash provided by investing activities			4,515				3,928
Cash flows from financing activities:
Proceeds from new borrowings			2,200				6,450
Principal payments on debt			(515	)			(6,209	)
Payments of prepaid financing costs			-				(68	)
Payments on underlying mortgages payable			(448	)			(707	)
Payments on notes payable - residual interest			(6,166	)			(3,478	)
Repurchase of preferred stock			(1	)			(5	)
Net cash used in financing activities			(4,930	)			(4,017	)
Net increase in cash			701				1,206
Cash, beginning of period			1,067				496
Cash, end of period		$	1,768			$	1,702
Supplemental disclosure of cash flow information:
Cash paid during the period for interest		$	2,264			$	2,878
Cash paid for income taxes		$	-			$	26
Supplemental disclosure of non-cash investing and
financing activities:
Residual interests in securitized portfolios -
increase / (decrease)		$	(1,379	)		$	1,068
Notes payable - residual interests -
increase / (decrease)		$	(1,379	)		$	1,068

See notes to consolidated financial statements.

 

 

10

---

Index

 

DVL , INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED )

Dollars in thousands unless otherwise noted

(except share and per share amounts)

 

1.	Basis of Presentation

DVL, Inc. (“DVL” or the “Company”) is a Delaware corporation headquartered in New York, New York.  DVL is a commercial finance company which is primarily engaged in (a) the ownership of residual interests in securitized portfolios, (b) the ownership and servicing of a portfolio of secured commercial mortgage loans made to limited partnerships in which DVL serves as general partner, which we refer to as an Affiliated Limited Partnership, (c) the ownership of real estate and (d) the performance of real estate asset management and administrative services.   In the opinion of DVL, the accompanying consolidated financial statements contain all adjustments (consisting of only normal accruals) necessary in order to present a fair presentation of the consolidated financial position of DVL and the consolidated results of its operations for the periods set forth herein. The results of the Company’s operations for the nine months ended September 30, 2010 should not be regarded as indicative of the results that may be expected from its operations for the full year. For further information, refer to the consolidated financial statements and the accompanying notes included in DVL’s Annual Report on Form 10-K for the year ended December 31, 2009.

 

2.	Reclassifications

Certain amounts from 2009 have been reclassified to conform to the 2010 presentation.

 

3.	Residual Interests in Securitized Portfolios

 

The Company, through its wholly-owned consolidated subsidiary, S2 Holdings, Inc. (“S2”), owns 99.9% Class B member interests in Receivables II-A LLC, a limited liability company (“Receivables II-A”) and Receivables II-B, LLC, a limited liability company (“Receivables II-B”).  The Class B member interests, which are consolidated into S2 for financial statement reporting purposes, entitle the Company to be allocated 99.9% of all items of income, loss and distribution of Receivables II-A and Receivables II-B.  Receivables II-A and Receivables II-B receive all the residual cash flow from five securitized receivable pools after payment to the securitized note holders.  The Company considered whether member interests should be considered variable interest entities, when consolidating S2’s ownership of its member interests and determined that S2’s member interests do not meet the definition of variable interest entities.

 

In accordance with the purchase agreements entered into with respect to the residual interests, adjustments are made to the receivables and notes payable based on the performance of the underlying periodic payment receivables, both increases and decreases, and could be material in the future. Other-than-temporary impairments are recorded immediately through results of operations. The Company performs quarterly comparisons of fair value to carrying value and updates the expectation of cash flows to be collected over the life of the residual interests. Favorable changes in future cash flows are recognized through results of operations as interest over the remaining life of the residual interest.

 

4.	Investments

Real Estate

The Owned Site-Kearny Property

The Company currently owns eight buildings totaling 347,000 square feet on eight and one half acres located in an industrial park in Kearny, NJ leased to various unrelated tenants (the “Owned Site”). The Owned Site represents a portion of the Passaic River Development area designated for redevelopment by the town of Kearny, New Jersey (the “Property”). The Company continues to lease such Property to multiple tenants until such time as it can redevelop the Property as described below.

 

 

11

---

Index

 

In connection with the redevelopment of the Kearny Property, on December 11, 2007, we entered into a Redeveloper Agreement with the Town of Kearny.  Pursuant to the Redeveloper Agreement, the Town of Kearny designated us as the redeveloper of the Kearny Property.  As redeveloper, we are obligated to redevelop the Kearny Property, at our expense, in accordance with the plans and specifications described therein, subject to review and approval of the Planning Board of the Town of Kearny. The initial plans and specifications provide for the development of up to approximately 150,000 square feet of retail space.  The term of the Redeveloper Agreement along with our rights there under which were originally set to expire on December 31, 2009, was extended to May 1, 2011. If we are in default of any terms or conditions of the Redeveloper Agreement and do not cure within the appropriate time as set forth in the agreement (to the extent that a cure period is provided for such default), the Town of Kearny is afforded a number of rights including the right to terminate the Redeveloper Agreement.

The Company has capitalized costs exclusive of land and building, of $1,119 and $1,058 at September 30, 2010 and at December 31, 2009, respectively, related to the development of this project.

 

In order to undertake and complete the redevelopment of the Property, we will need to secure leases with credit worthy tenants and obtain construction financing and, additional loan and equity financing.  Given the current economic conditions, there can be no assurance that any such tenants will be secured or that financing will be obtained on acceptable terms or at all. Additionally, given the current economic conditions there can be no assurance that the redevelopment will occur in the five year period required under the Redevelopment Agreement or at all.

 

In connection with the proposed redevelopment of an adjacent parcel, during July 2010 the Company deposited $2,463 with the Town of Kearny in order to pay for the condemnation of the adjacent parcel.  The Company borrowed $2.2 million under an existing loan facility and paid $263 in cash.  It is anticipated that the owner of the adjacent parcel will contest the valuation.  There can be no assurance that the Company will not have to provide additional funds in connection therewith.

 

The Bogota Property

In October 2004, we entered into an agreement with Bogota Associates and Industrial Associates, the owners of the land underlying the Bogota, New Jersey leasehold, pursuant to which the leasehold was cancelled in consideration of the aforementioned partnerships agreeing to repay certain of our out-of-pocket expenses including real estate taxes and environmental remediation costs as well as $50 upon completion of a sale of the property to a third party. In addition, we own an 8.25% limited partner interest in one of these partnerships.  As of September 30, 2010, the sale has not yet been consummated. The sale of the property is subject to environmental remediation which needs to be completed, which will require the Company to expend additional amounts in excess of the $741 previously expended.  The Company cannot currently estimate the future amounts to be expended.  There can be no assurance that the sale will be consummated and the Company will receive its reimbursements.  The third party continues to lease space. The net expenses to be reimbursed to us are approximately $741 as of September 30, 2010 not including the $50 fee or any amounts to be received as a limited partner.

Foreclosed Properties

The following table identifies the properties we have acquired through foreclosure of collateral of Affiliated Limited Partnerships and were held at September 30, 2010.

Location	Sq. Ft.	Acreage	Tenant
Fort Edward, NY (1)	31,000	6.00	Vacant
Carlyle, IL	47,100	6.26	Vacant

(1)

In 2002, the Company acquired the Fort Edward property through foreclosure from an Affiliated Limited Partnership.  The Company subsequently discovered that the property had contamination which required environmental remediation.  To date the Company has expended $1,050 for environmental remediation costs.  The environmental remediation will require the Company to expend additional amounts in excess of the amounts previously expended.  The Company cannot currently estimate the future amounts to be expended.  The property cannot be sold or otherwise developed until the environmental remediation is completed.  The Company has filed a lawsuit against the parties it believes are responsible for causing the environmental contamination.  The litigation is ongoing, however there can be no assurance the Company will be successful in recovering any funds as a result of the litigation.

 

 

12

---

Index

 

5.	Transactions with Affiliates

Income Earned

 

The Company has provided management, accounting, administrative services and office space to certain entities which are affiliated with NPO Management, LLC (“NPO”) which are entities engaged in real estate ownership, lending and management.  As compensation, the Company recorded fees of $333 and $388 during the nine months ended September 30, 2010 and 2009, respectively.

 

Management and Other Fees and Expenses Incurred

 

The Company incurred fees to NPO of $594 and $586 during the nine months ended September 30, 2010 and 2009, under an Asset Servicing Agreement (the “Asset Servicing Agreement”) between the Company and NPO, pursuant to which NPO provides the Company with asset management, advisory and administrative services relating to the assets of the Company and its affiliated limited partnerships. During 2010 and 2009, the Company provided office space under the Asset Servicing Agreement to NPO consisting of approximately 500 square feet of the Company’s New York location.

 

The Millennium Group, an affiliate of NPO, received approximately $101 and $81 for the nine month periods ended September 30, 2010 and 2009, respectively, representing additional management and analytical services.

 

Interest expense on amounts due to Pemmil Funding LLC, members of which are our President and Chief Executive Officer and members of NPO and their affiliates, with respect to its loan to DVL were $103 and $128 for the nine months ended September 30, 2010 and 2009, respectively.

 

6.	Commitments, Contingent Liabilities and Legal Proceedings

Pursuant to the terms of the Limited Partnership Settlement, a fund has been established into which DVL is required to deposit 20% of the cash flow received on certain of its mortgage loans from Affiliated Limited Partnerships after repayment of certain creditors, 50% of DVL’s receipts from certain loans to, and general partnership investments in, Affiliated Limited Partnerships and a contribution of 5% of DVL’s net income (based on accounting principles generally accepted in the United States of America) in the years 2004 through 2012 subject to certain adjustments.  The Company accrued $92 during the nine months ended September 30, 2010 which represents 5% of DVL’s net income after certain adjustments.

7.	Cash Flow Hedges

The Company uses derivatives to manage risks related to interest rate movements on its floating rate loans.  Interest rate swap contracts designated and qualifying as cash flow hedges are reported at fair value, the Company has established accounting and reporting standards for derivative instruments.  Specifically, all derivatives are recognized as either assets or liabilities on the balance sheet and those instruments are measured at fair value.  As of January 1, 2010, the Company decided to discontinue the use of hedge accounting.  Accordingly, changes in the fair value of derivatives will be reported as a component of interest expense in the Consolidated Statements of Operations.  Additionally, the balance that existed in other comprehensive income in the Consolidated Statement of Shareholders’ Equity as of December 31, 2009 will be amortized through the income statement over the remaining lives of the swap transactions on a straight-line basis.

 

 

13

---

Index

 

The following table summarizes the notional values of the Company’s derivative financial instruments. The notional value provides an indication of the extent of the Company’s involvement in these instruments on September 30, 2010, but does not represent exposure to credit, interest rate or market risks.

 

Hedge Type	Notional Value	Rate	Termination Date	Fair Value
Interest rate swap agreement	$   3,653	5.94%	July 1, 2011	$   (98)
Interest rate swap agreement	$   1,582	6.09%	February 1, 2014	$   (42)

 

8.	Earnings per share

 

The following table presents the computation of basic and diluted per share data for the three and nine months ended September 30, 2010 and 2009.

 

		Three Months Ended September 30,
		2010												2009
						Weighted Average												Weighted Average
						Number of				Per Share								Number of				Per Share
		Amount				Shares				Amount				Amount				Shares				Amount
Basic EPS,
Net income available to common stockholders		$	1,312				44,770,345			$	0.03			$	556				44,770,345			$	0.01
Effect of dilutive stock options			-				64,732								-				13,725
Diluted EPS,
Net income available to common stockholders		$	1,312				44,835,077			$	0.03			$	556				44,784,070			$	0.01

 

		Nine Months Ended September 30,
		2010												2009
						Weighted Average												Weighted Average
						Number of				Per Share								Number of				Per Share
		Amount				Shares				Amount				Amount				Shares				Amount
Basic EPS,
Net income available to common stockholders		$	2,348				44,770,345			$	0.05			$	1,595				44,770,345			$	0.04
Effect of dilutive stock options			-				55,528								-				23,143
Diluted EPS,
Net income available to common stockholders		$	2,348				44,825,873			$	0.05			$	1,595				44,793,488			$	0.04

9.	Segment Information

The Company has two reportable segments: real estate and residual interests. The real estate business is comprised of real estate assets, mortgage loans on real estate, real estate management and investments in affiliated limited partnerships which own real estate. The residual interests business is comprised of investments in residual interests in securitized receivables portfolios. The corporate/other net income of $93 and $211for the three and nine months ended September 30, 2010 includes $(12) and $(53) of deferred income tax benefit (expense), respectively.

 

 

14

---

Index

 

		Three Months Ended
		September 30,
		2010				2009
Revenues
Residual interests		$	1,526			$	1,601
Real estate			720				903
Corporate / other			2				21
Total consolidated revenues		$	2,248			$	2,525
Net income (loss)
Residual interests		$	1,058			$	927
Real estate			(755	)			(295	)
Corporate / other			93				32
Total income from continuing operations		$	396			$	664

 

		Nine Months Ended
		September 30,
		2010				2009
Revenues
Residual interests		$	4,691			$	4,684
Real estate			2,319				2,637
Corporate / other			22				76
Total consolidated revenues		$	7,032			$	7,397
Net income (loss)
Residual interests		$	3,047			$	2,573
Real estate			(1,531	)			(946	)
Corporate / other			211				104
Total income from continuing operations		$	1,727			$	1,731

 

		As of				As of
		September 30, 2010				December 31, 2009
Assets
Residual interests		$	37,479			$	42,699
Real estate			25,304				23,704
Corporate / other			2,015				2,068
Total consolidated assets		$	64,798			$	68,471

 

 

15

---

Index

 

10.	Fair Value of Financial Instruments

Assets and Liabilities Recorded at Fair Value

The Company uses a three-level fair value hierarchy that categorizes assets and liabilities measured at fair value based on whether the inputs utilized in the valuation are observable: Level 1 - inputs are quoted prices in active markets for the identical assets or liabilities; Level 2 - inputs other than quoted prices that are directly or indirectly observable through market-corroborated inputs; and Level 3 - inputs are unobservable, or observable but cannot be market-corroborated, requiring the Company to make assumptions about pricing by market participants.  The following table sets forth information for the Company’s financial assets and liabilities that are measured at fair value on a recurring basis:

				September 30, 2010
Description		Carrying Value		Level 1	Level 2	Level 3
Liabilities:
Interest Rate Swaps		$                                        140		$                    -	$                140	$                    -

 

				December 31, 2009
Description		Carrying Value		Level 1	Level 2	Level 3
Liabilities:
Interest Rate Swaps		$                                        176		$                    -	$                176	$                    -

Fair Value of Financial Instruments

In addition to the above liabilities which are recorded at fair value, the Company is also required to disclose the fair value of financial instruments, whether or not recognized in the financial statements, for which it is practicable to estimate that value.   In cases where quoted market prices are not available, fair values are estimated using present value or other valuation techniques.  Those assumptions are significantly affected by the assumptions used, including the estimated market discount rate and the estimated future cash flows.  The following table details the fair value of the Company’s financial instruments:

		September 30, 2010								December 31, 2009
		Carrying Value				Fair Value				Carrying Value				Fair Value
Residual Interests in Securitized Portfolios		$	37,479			$	35,608			$	42,699			$	41,203
Notes Payable - Residual Interests			20,609				20,609				28,155				28,155

The amount that carrying value exceeded fair value for the periods presented was primarily due to a lack of marketability which impacted the rate used to discount the expected future cash flows. The Company determined that there was not an adverse change in expected cash flows and therefore an other-than-temporary impairment did not exist.

 

 

16

---

Index

 

11.	Discontinued Operations

During 2010 and 2009, the Company disposed of certain real estate properties.  The sale and operation of these properties for all periods presented have been recorded as discontinued operations in compliance with our accounting policy.

 

As of September 30, 2010, the activities of our Iowa Park, Texas property, Brent, Alabama property, Soddy Daisy, Tennessee property and Kennedy, Texas property which were previously foreclosed on, have been included in discontinued operations. The Iowa Park property was sold during January 2010 for net proceeds of $162 which resulted in a loss from the sale of discontinued operations of approximately $50.  The Brent property was sold during May 2010 for net proceeds of $82 which resulted in a gain from the sale of discontinued operations of approximately $2, net of a provision for impairment of $245 recorded during the three months ended March 31, 2010.   The Soddy Daisy property was sold during July, 2010 for net proceeds of $506 which resulted in a gain from the sale of discontinued operations of approximately $506.  The Kennedy property was sold during September 2010 for net proceeds of $480 which resulted in a gain from the sale of discontinued operations of approximately $422.  For the nine months ended September 30, 2009, the activities of the sold properties have been included in discontinued operations.

Discontinued operations for the nine months ended September 30, 2010 and 2009 are summarized as follows:

 

		Nine Months Ended September 30,
		2010				2009
Income		$	-			$	31
Expenses			259				214
Loss from discontinued operations before gain on sale			(259	)			(183	)
Gain on sale			880				47
Income (loss) from discontinued operations		$	621			$	(136	)

 

12.	Subsequent Events

 

On October 26, 2010, the Company filed a preliminary proxy statement with the United States Securities and Exchange Commission which included proposals to affect a 1-for-7,500 reverse stock split of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The proposal, if approved, would result in the Company having fewer than 300 stockholders of record and allow the Company to deregister its Common Stock under the Securities Exchange Act of 1934 and avoid the costs associated with being a public reporting company. The Company has signed a letter of intent to borrow $750, from an unaffiliated bank, to finance the acquisition of fractional shares.

 

On October 15, 2010, the Board of Directors approved a three year extension of the asset servicing agreement between the Company and NPO Management, LLC under the same terms and conditions. The agreement will now expire on March 31, 2014.

 

 

17

---

Index

 

ITEM 2.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(in thousands)

This Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those statements include statements regarding the intent, belief or current expectations of DVL, Inc., a Delaware corporation and its management team. DVL’s shareholders and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Such risks and uncertainties include, among other things, general economic conditions and other risks and uncertainties that are discussed herein and in DVL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009. All references to “DVL”, “we”, “us”, “our”, or the “Company” refer to DVL, Inc. and its consolidated subsidiaries.

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and accompanying financial statement notes appearing elsewhere herein and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2009.

 

None of the recently adopted accounting standards had a material effect on the Company’s consolidated financial statements.

 

We are a commercial finance company which is primarily engaged in (a) the ownership of residual interests in securitized portfolios, (b) the ownership and servicing of a portfolio of secured commercial mortgage loans made to Affiliated Limited Partnerships, (c) the ownership of real estate and (d) the performance of real estate asset management and administrative services.

We expect that anticipated cash flow provided by operations and other sources will be sufficient to meet our current cash requirements through at least the next twelve months.  We have in the past and expect in the future to continue to be required to augment our cash flow provided by operations with additional cash generated from either the sale or refinancing of portions of our assets and/or other borrowings.  We currently do not generate sufficient cash flow from operations to meet our cash requirements or to permit us to pay a dividend on our common stock.  Excluding proceeds generated from the sale of assets, our cash flow would have been a net decrease in cash of $528 for the nine months ended September 30, 2010.  Cash flow in any given quarter is not necessarily indicative of the cash flow from any other quarter because of the seasonality of cash receipts and disbursements.

 

On October 26, 2010, the Company filed a preliminary proxy statement with the United States Securities and Exchange Commission which included proposals to affect a 1-for-7,500 reverse stock split of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The proposal, if approved, would result in the Company having fewer than 300 stockholders of record and allow the Company to deregister its Common Stock under the Securities Exchange Act of 1934 and avoid the costs associated with being a public reporting company. The Company has signed a letter of intent to borrow $750, from an unaffiliated bank, to finance the acquisition of fractional shares.

 

Many of the mortgages currently held by us have underlying loans or are pledged to secure debt, which are serviced by much if not all of the cash flow generated from the repayment of our mortgage portfolio.  During the nine months ended September 30, 2010 we foreclosed on, or received deeds in lieu for one of our mortgage loans as a result of the applicable Affiliated Limited Partnership’s failure to pay amounts due on such loans. During the nine months ended September 30, 2010, we sold four properties, which we had previously foreclosed on or received deeds in lieu, for net proceeds of $1,229, which resulted in a net gain of $880.  During the nine months ended September 30, 2009, we sold two properties, which we had previously foreclosed on or received deeds in lieu,  and received net proceeds of $914, which resulted in a net gain of $47.  All of the remaining properties are being held for lease or sale and at September 30, 2010 remain vacant and unsold.  As a result, we are obligated for all costs at these properties including property taxes and insurance.  Considering the status of the property markets and the location of our properties there can be no assurance regarding future leasing or sale of the properties.

 

 

18

---

Index

 

Our current strategy is to continue to maximize the value of our assets and meet our short-term working capital needs by continuing to manage, administer and service our existing portfolio and develop, lease and refinance or sell an 8.5 acre retail site located in Kearny, NJ which we have owned for many years and for which we have been designated as developer by the Town of Kearny.   However, because of the current economic conditions, the development of the Kearny property will take longer than originally projected.  In the current economic market there is no assurance that the project will be successful or that the redevelopment can be completed.  In addition, in order for us to undertake the redevelopment of such property, we will need to secure leases with credit worthy tenants, obtain construction financing, and, additional loan and equity financing.  Given current economic conditions, there can be no assurance that any such tenants will be secured or that financing will be obtained on acceptable terms or at all.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to the Critical Accounting Policies and Estimates described in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 31, 2010.

 

RESULTS OF OPERATIONS

 

Three Months Ended September 30, 2010 Compared to Three Months Ended September 30, 2009

We had income or losses from continuing operations from each of our business segments as follows:

		2010				2009
Residual interests segment		$	1,058			$	927
Real estate segment			(755	)			(295	)
Corporate / other			93				32
Income from continuing operations		$	396			$	664

 

Interest income on mortgage loans from affiliates decreased as a result of principal amortization on certain mortgage loans and impairments on certain loans.  Interest expense on underlying mortgages decreased as a result of loan maturities and the application of a greater percentage of each payment to mortgage principal balances.

 

		2010				2009
Interest on mortgage loans		$	388			$	557
Interest expense on underlying mortgages		$	42			$	57

 

Interest income on residual interests decreased due to principal amortization of the retained interests. Interest expense on the related notes payable decreased as a result of principal amortization.

 

		2010				2009
Interest income on residual interests		$	1,526			$	1,601
Interest expense on related notes payable		$	440			$	669

 

 

19

---

Index

 

Net rental income increased primarily as a result of decreased expenses on vacant properties.

 

		2010				2009
Net rental income from others		$	166			$	108
Gross rental income from others		$	312			$	316

 

General and administrative expenses decreased primarily as a result of small changes in numerous categories of operating expenses.

 

		2010				2009
General and administrative		$	403			$	425

 

The asset servicing fee paid to NPO Management LLC, the entity which is engaged by us to provide us with management services, is calculated pursuant to the terms of an asset servicing agreement, which calls for an adjustment to reflect changes in the consumer price index.

 

		2010				2009
Asset servicing fee		$	199			$	195

 

Legal and professional fees increased primarily as a result of hiring RESIG as our outsourced accounting function and a change in our independent registered public accounting firm during the fourth quarter of 2009.

 

		2010				2009
Legal and professional		$	147			$	115

 

We recorded an additional provision for losses on our mortgage portfolio of $57 and $100 for the three months ended September 30, 2010 and 2009, respectively, due to underlying changes in the value of the collateral. Additionally, we recorded reserve of $250 against a receivable due to uncertainty of collectability.

 

		2010				2009
Provision for loan losses		$	307			$	100

 

Interest expense to affiliates decreased for the three months ended September 30, 2010 compared to the three months ended September 30, 2009 as a result of decreased amount of outstanding debt owed to affiliates.

 

		2010				2009
Interest expense to affiliates		$	34			$	42

 

 

20

---

Index

 

Interest expense relating to other debts increased slightly for the three months ended September 30, 2010 as compared to the three months ended September 30, 2009 as a result of borrowing an additional $2,200 during 2010.

 

		2010				2009
Interest expense – others		$	229			$	214

 

We recognized $12 of deferred income tax expense and $13 of current income tax benefit for the three months ended September 30, 2010.  The deferred tax impact resulted primarily from the deferred expense related to the changes in the components of deferred tax assets.  We recognized $152 of deferred income tax expense and recorded current refunds receivable of $108 for the three months ended September 30, 2009.

 

		2010				2009
Income tax benefit (expense)		$	1			$	(44	)

 

Discontinued operations consist of the operations of business segments we consider as held for sale or have disposed of. The three months ended September 30, 2010 include net gains on the sales of two properties acquired through foreclosure of $928. These gains are non recurring and were generated due to the carrying value of the respective properties being reduced to zero in prior periods.

 

		2010				2009
Income (loss) from discontinued operations		$	916			$	(108	)

 

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

We had income or losses from continuing operations from each of our business segments as follows:

		2010				2009
Residual interests segment		$	3,047			$	2,573
Real estate segment			(1,531	)			(946	)
Corporate / other			211				104
Income from continuing operations		$	1,727			$	1,731

Interest income on mortgage loans from affiliates decreased as a result of principal amortization on certain mortgage loans and impairments on certain loans.  Interest expense decreased as a result of anticipated loan maturities and the application of a greater percentage of each payment to mortgage principal balances.

 

		2010				2009
Interest on mortgage loans		$	1,358			$	1,654
Interest expense on underlying mortgages		$	138			$	182

 

 

21

---

Index

 

Interest income on residual interest increased slightly due to favorable changes in projected future cash flow which are recognized as interest over the remaining life of the residual interests. The increase was largely offset by principal amortization of the residual interests. Interest expense on the related notes payable decreased as a result of principal amortization.

 

		2010				2009
Interest income on residual interests		$	4,691			$	4,684
Interest expense on related notes payable		$	1,475			$	2,034

 

Net rental income increased primarily as a result of lower expenses on vacant properties held for lease.

 

		2010				2009
Net rental income from others		$	319			$	267
Gross rental income from others		$	940			$	933

 

General and administrative expenses decreased primarily as a result of a decrease in the number of employees and a reduction in overall employment costs.

 

		2010				2009
General and administrative		$	1,324			$	1,390

 

The asset servicing fee paid to NPO Management LLC, the entity which is engaged by us to provide us with management services, is calculated pursuant to the terms of an asset servicing agreement, which calls for an adjustment to reflect changes in the consumer price index.

 

		2010				2009
Asset servicing fee		$	594			$	586

 

Legal and professional fees increased primarily as a result of hiring RESIG as our outsourced accounting function and a change in our independent registered public accounting firm during the fourth quarter of 2009.

 

		2010				2009
Legal and professional		$	552			$	274

 

We recorded an additional provision for losses on our mortgage portfolio of $84 and $225 for the nine months ended September 30, 2010 and 2009, respectively, due to underlying changes in the value of the collateral.  Additionally, we recorded reserve of $250 against a receivable due to uncertainty of collectability.

 

		2010				2009
Provision for loan losses		$	334			$	225

 

 

22

---

Index

 

Interest expense to affiliates decreased for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 as a result of decreased amount of outstanding debt owed to affiliates.

 

		2010				2009
Interest expense to affiliates		$	103			$	128

 

Interest expense relating to other debts decreased for the nine months ended September 30, 2010 as compared to the nine months ended September 30, 2009 as a result of deferred financing costs being fully amortized in the prior year.

 

		2010				2009
Interest expense – others		$	640			$	770

 

We recognized $53 of deferred income tax expense and $-0- of current income tax expense for the nine months ended September 30, 2010.  The deferred tax impact resulted primarily from the deferred expense related to the changes in the components of deferred tax assets.  Deferred income tax expense of $152 and $75 of current income tax benefit were recognized for the nine months ended September 30, 2009.

 

		2010				2009
Income tax expense		$	(53	)		$	(77	)

 

Discontinued operations consist of the operations of business segments we consider as held for sale or have disposed of. The nine months ended September 30, 2010 include net gains on the sales of four properties acquired through foreclosure of $880. These gains are non recurring and were generated due to the carrying value of two of the respective properties being reduced to zero in prior periods.

 

		2010				2009
Income (loss) from discontinued operations		$	621			$	(136	)

 

Liquidity and Capital Resources

Our cash balance was $1,768 at September 30, 2010, compared with $1,067 at December 31, 2009.  This increase was due to $1,116 provided by operating activities, $4,515 of net cash provided by investing activities, partially offset by $4,930 of net cash used in financing activities.

Our cash flow from operating activities is generated principally from rental income from our ownership of real estate, distributions in connection with our residual interests in securitized portfolios, interest on our mortgage portfolio, management fees and transaction and other fees received as a result of the sale and/or refinancing of partnership properties and mortgages.

 

 

23

---

Index

 

Our cash flow from investing activities is generated primarily from principal collections on residual interests and to a lesser extent from collections of loan receivables and net proceeds from the sale of our Iowa Park, Texas, Brent, Alabama, Soddy Daisy, Tennessee and Kennedy, Texas properties.

Our cash used in financing activities consisted primarily of payments on notes payable relating to residual interests and to a lesser extent principal payments on our debt and underlying mortgages, offset by new borrowings.

We expect that anticipated cash flow provided by operations and other sources will be sufficient to meet our current cash requirements through at least the next twelve months.  We have in the past and expect in the future to continue to be required to augment our cash flow provided by operations with additional cash generated from either the sale or refinancing of portions of our assets and/or other borrowings.  We currently do not generate sufficient cash flow from operations to meet our cash requirements or to permit us to pay a dividend on our common stock.  Excluding proceeds generated from the sale of assets, our cash flow would have been a net decrease in cash of $528 for the nine months ended September 30, 2010.  Cash flow in any given quarter is not necessarily indicative of the cash flow from any other quarter because of the seasonality of cash receipts and disbursements.

 

Outstanding Financings

Outstanding loans payable as of September 30, 2010 which are scheduled to become due through 2014 are as follows:

Creditor	Original Loan Amount	Outstanding Balance Including Accrued Interest at September 30, 2010	Interest Rate	Annual Debt Service	Maturity	Amount due at Maturity
Pemmil (1)	$  2,500	$        1,157	12%	(1)	12/31/11	$    1,157
Unaffiliated Bank (2)	$  2,200	$        1,591	LIBOR + 4%	(2)	02/01/14	$        -0-
Unaffiliated Bank (3)	$  1,500	$        1,256	6.25%	(3)	06/05/12	$    1,050
Unaffiliated Bank (4)	$  6,450	$        5,708	>of 6% or Prime +1%	(4)	01/21/11	$    5,708
Unaffiliated Bank	$     250	$           134	7.5%	$60	02/01/13	$        -0-
Unaffiliated Bank (5)	$  3,800	$        3,671	LIBOR + 2.1%	(5)	07/01/11	$    3,690

 

1)

Pemmil is an affiliated entity.  Loan requires payments only to the extent of 50% of the proceeds from capital transactions.  If proceeds are insufficient to satisfy monthly interest payments, interest is added to principal.  Loan is secured by a subordinated lien on our interest in S-2 Holdings Inc. and a first priority lien on two mortgages.  If current interest payments are added to principal and no other principal payments are made $1,344 will be due at maturity.

 

(2)	Loan is secured by first priority interest in four first mortgages and contains a restriction on pledging mortgages for additional debt.  Requires monthly payments of interest plus a fixed principal payment of $39.

 

(3)	Loan requires monthly payments of interest only as well as an annual principal payment of $100.

 

(4)	Initial advance under the loan was $4,250 with an additional $2,200 advanced during 2010.  Requires payments of interest only.  One year extension option subject to certain terms and conditions.

 

(5)	Secured by a certain real property.  Requires annual debt service of approximately $292.

 

 

24

---

Index

 

We use derivatives to manage risks related to interest rate movements on our floating rate debt.  Interest rate swap contracts designated and qualifying as cash flow hedges are reported at fair value.  During September 2008, the Company entered into an interest rate swap agreement related to one of its floating rate loans.  Valued separately, the interest rate swap agreement represents a liability as of September 30, 2010, in the amount of $98.  During April 2009, the Company entered into a second interest rate swap agreement related to another of its floating rate loans.  Valued separately, the interest rate swap agreement represents a liability as of September 30, 2010 in the amount of $42.  This value represents the fair value of the current difference in interest paid and received under the swap agreements over the remaining term of the agreements.  As of January 1, 2010, we decided to discontinue the use of hedge accounting.  Accordingly, changes in the fair value of derivatives will be reported as a component of interest expense in the consolidated statements of operations.  Additionally, the balance that existed in other comprehensive income in the Consolidated Statement of Shareholders’ Equity as of December 31, 2009 will be amortized through the income statement over the remaining lives of the swap transactions on a straight-line basis. The following table summarizes the notional values of our derivative financial instruments.  The notional value provides an indication of the extent of our involvement in these instruments on September 30, 2010, but does not represent exposure to credit, interest rate or market risks.

 

Hedge Type	Notional Value	Rate	Termination Date	Fair Value
Interest rate swap agreement	$   3,653	5.94%	July 1, 2011	$   (98)

The outstanding principal of the note is payable in monthly installments of $5 beginning on August 1, 2008 and continuing on the first day of each month thereafter.  Annual debt service is approximately $292.  The final monthly installment of the note is due and payable at maturity on July 1, 2011 or before, at the option of the lender upon any defaults after the expiration of all applicable notice and cure periods as specified therein.

 

Hedge Type	Notional Value	Rate	Termination Date	Fair Value
Interest rate swap agreement	$   1,582	6.09%	February 1, 2014	$     (42)

The outstanding principal of the note is payable in monthly installments of $39 beginning on June 1, 2009 and continuing on the first day of each month thereafter.  The final monthly installment of the Note is due and payable at maturity on February 1, 2014 or before, at the option of the lender upon any defaults after the expiration of all applicable notice and cure periods as specified therein.

 

IMPACT OF INFLATION AND CHANGES IN INTEREST RATES

Our portfolio of mortgage loans made to Affiliated Limited Partnerships consists primarily of loans made at fixed rates of interest.  Therefore, increases or decreases in market interest rates are generally not expected to have an effect on our earnings.  Other than as a factor in determining market interest rates, inflation has not had a significant effect on our net income.

 

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) and are not required to provide the information under this item.

 

 

25

---

Index

 

ITEM 4T.   CONTROLS AND PROCEDURES

(a)	Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, we are required to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  This evaluation was carried out with the participation of our principal executive officer and principal financial officer.  Based upon that evaluation, our principal executive officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level such that the information relating to us and our consolidated subsidiaries required to be disclosed in our Exchange Act reports (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b)	Changes in Internal Control Over Financial Reporting.

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the period ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 6.

Exhibits

Exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference and are listed in the attached Exhibit Index.

EXHIBIT INDEX

3.	ARTICLES OF INCORPORATION AND BY-LAWS.

(a)	DVL’s Certificate of Incorporation, filed March 28, 1977 (Incorporated by reference to Exhibit 6(d) to DVL’s Form S-1 Registration Statement No. 2-58847 dated April 28, 1977.)

(b)	DVL’s Certificate of Amendment to Certificate of Incorporation, filed July 13, 1977 (Incorporated by reference to Exhibit 6(e) to Amendment No. 1 to DVL’s Form S-1 Registration Statement No. 2-58847 dated August 25, 1977.)

(c)	DVL’s Certificate of Amendment to Certificate of Incorporation, filed August 3, 1982.  (Incorporated by reference to Exhibit 3(c) to DVL’s Form 10-K for the fiscal year ended December 31, 1982.)

(d)	DVL’s Certificate of Amendment to Certificate of Incorporation, filed May 27, 1983.  (Incorporated by reference to Exhibit 3(d) to DVL’s Form 10-K for the fiscal year ended December 31, 1983.)

(e)	DVL’s Certificate of Amendment to Certificate of Incorporation, filed July 24, 1987.  (Incorporated by reference to Exhibit 3(e) to DVL’s Form 10-K for the fiscal year ended December 31, 1987.)

(f)	DVL’s Certificate of Amendment to Certificate of Incorporation, filed December 20, 1983. (Incorporated by reference to DVL’s Form 10-K for the fiscal year ended December 31, 1993.)

(g)	DVL’s Certificate of Amendment to Certificate of Incorporation, filed December 4, 1995.  (Incorporated by reference to DVL’s proxy statement dated October 13, 1995 – Exhibit A.)

 

 

26

---

Index

 

(h)	DVL’s Certificate of Amendment to Certificate of Incorporation, filed September 17, 1996.  (Incorporated by reference to DVL’s proxy statement dated July 31, 1996 – Exhibit I.)

(i)	DVL’s Certificate of Amendment to Certificate of Incorporation, filed February 7, 2000.  (Incorporated by reference to DVL’s Form 10-K for the fiscal year ended December 31, 1999.)

(j)	DVL’s By-Laws, as in full force and effect at all times since March 28, 1977.  (Incorporated by reference to Exhibit 3(c) to DVL’s Form 10-K for the fiscal year ended December 31, 1980.)

(k)	DVL’s First Amendment to By-Laws dated as of January 1, 1994.  (Incorporated by reference to Exhibit 3(d) to DVL’s Form 10-K for the fiscal year ended December 31, 1995.)

(l)	DVL’s Second Amendment to By-Laws, effective September 17, 1996.  (Incorporated by reference to DVL’s proxy statement dated July 31, 1996 – Exhibit J.)

(m)	DVL’s Third Amendment to the By-Laws, effective February 1, 2000.  (Incorporated by reference to DVL’s Form 10-K for the fiscal year ended December 31, 1999.)

10.	MATERIAL CONTRACTS.

10.1	Stipulation of Settlement of IN RE KENBEE LIMITED PARTNERSHIP  LITIGATION dated August 12, 1992.  (Incorporated by reference to Exhibit 10(b)(25) to DVL’s Form 10-K for the fiscal year ended December 31, 1995.)

10.2	Stipulation of Partial Settlement and Order IN RE DEL-VAL FINANCIAL CORPORATION SECURITIES LITIGATION Master File #MDL872.  (Incorporated by reference to Exhibit 10(b)(28) to DVL’s Form 10-K for the fiscal year ended December 31, 1995.)

10.3	Asset Servicing Agreement between DVL, PSC, KENBEE Realty and NPO dated as of March 27, 1996.  (Incorporated by reference to Exhibit 10(b)(34) to DVL’s Form 10-K for the fiscal year ended December 31, 1995.)

10.4	Asset Servicing Agreement between DVL and NPO.  (Incorporated by reference to DVL’s Proxy Statement dated July 31, 1996 - Exhibit C.)

10.5	Common Stock Warrant issued by DVL to NPO.  (Incorporated by  reference to DVL’s Proxy Statement dated July 31, 1996 - Exhibit F.)

10.6	DVL 1996 Stock Option Plan.  (Incorporated by reference to DVL’s Proxy Statement dated July 31, 1996 – Exhibit K.)

10.7	Amendment to DVL 1996 Stock Option Plan effective February 1, 2000. (Incorporated by reference to DVL’s Form 10-K for the fiscal year ended December 31, 1999.)

10.8	Promissory Note dated as of October 20, 1997, in the original Principal amount of $1,760,000 from DVL to Blackacre.  (Incorporated by reference to Exhibit 10.2 to DVL’s Form 10-Q for the quarter ended September 30, 1997.)

10.9	Subordination Agreement, dated as of October 20, 1997 among DVL, Blackacre, NPM, and NPO.  (Incorporated by reference to Exhibit 10.3 to DVL’s Form 10-Q for the quarter ended September 30, 1997.)

10.10

Agreement among Members dated April 10, 1998, by and among Blackacre, PNM, Pemmil and DVL.  (Incorporated by reference to DVL’s Form 10-K for the fiscal year ended December 31, 1998.)

10.11

Management Services Agreement dated June 1, 1998, by and between DVL and PBD Holdings, L.P. (“PBD”).  (Incorporated by reference to DVL’s Form 10-K for the fiscal year ended December 31, 1998.)

 

 

27

---

Index

 

10.12

Loan Agreement, Promissory Note and Pledge, Collateral Agreement and Security Agreement, each dated as of March, 2000, each relating to a loan from Pennsylvania Business Bank to DVL in the original principal amount of $1,000,000.  (Incorporated by reference to DVL’s Form 10-K for the quarter ended June 30, 2000.)

10.13

Term Loan Note and Term Loan Agreement, each dated as of March, 2000, each relating to a loan from Bank Philadelphia to DVL in the original principal amount of $1,450,000.  (Incorporated by reference to DVL’s Form 10-Q for the quarter year ended June 30, 2000.)

10.14

First Amendment to Loan Agreement, Pledge Agreement, Promissory Note and other documents dated August 2000, relating to a loan from Pennsylvania Business Bank to DVL, Inc. in the original principal amount of $1,000,000.  (Incorporated by reference to DVL’s Form 10-Q for the quarter ended September 30, 2000.)

10.15

Purchase Agreement, dated April 27, 2001, by and among  J.G. Wentworth Receivables II LLC, Receivables II-A LLC, Receivables II-A Holding Company, LLC, J.G. Wentworth S.S.C., Limited Partnership, J.G. Wentworth Management Company, Inc., S2 Holdings, Inc., and DVL, Inc. for the purchase of residual interests in securitized portfolios.  (Incorporated by reference to DVL’s Form 8-K dated May 9, 2001.)

10.16

Non-Negotiable, Secured Purchase Money Promissory Note dated April 27, 2001 in the original principal amount of $22,073,270 payable to the order of J.G. Wentworth S.S.C., Limited Partnership from S2 Holdings, Inc. (Incorporated by reference to DVL’s Form 8-K dated May 9, 2001.)

10.17

Non-Negotiable, Secured Purchase Money Promissory Note dated April 27, 2001 in the original principal amount of $3,252,730 payable to the order of J.G. Wentworth S.S.C., Limited Partnership from S2 Holdings, Inc. (Incorporated by reference to DVL’s Form 8-K dated May 9, 2001.)

10.18

Guaranty and Surety Agreement dated April 27, 2001 by and from DVL, Inc. in favor of J.G. Wentworth S.S.C., Limited Partnership from S2 Holdings, Inc.  (Incorporated by reference to DVL’s Form 8-K dated May 9, 2001.)

10.19

Common Stock Warrant dated April 27, 2001.  (Incorporated by Reference to DVL’s Form 8-K dated May 9, 2001.)

10.20

Purchase Agreement, dated as of August 20, 2001, by and among J.G. Wentworth Receivables II LLC, Receivables II-B LLC, Receivables II-B Holding Company LLC, J.G. Wentworth S.S.C. Limited Partnership, J.G. Wentworth Management Company, Inc., S2 Holding, Inc. and DVL, Inc. for the purchase of residual interests in securitized portfolios.  (Incorporated by reference to DVL’s Form 8-K dated August 28, 2001.)

10.21

Non-Negotiable, Secured Purchase Money Promissory Note dated as of August 15, 2001 in the original principal amount of $7,931,560.00 payable to the order of J.G. Wentworth S.S.C., Limited Partnership from S2 Holdings, Inc. (Incorporated by reference to DVL’s Form 8-K dated August 28, 2001.)

10.22

Non-Negotiable, Secured Purchase Money Promissory Note dated as of August 15, 2001 in the original principal amount of $1,168,440.00 payable to the order of J.G. Wentworth S.S.C., Limited Partnership from S2 Holdings, Inc. (Incorporated by reference to DVL’s Form 8-K dated August 28, 2001.)

10.23

Guaranty & Surety Agreement dated as of August 20, 2001 by and from DVL, Inc. in favor of J.G. Wentworth S.S.C., Limited Partnership.  (Incorporated by reference to DVL’s Form 8-K dated August 28, 2001.)

 

10.24

Pledge Agreement, dated as of August 20, 2001 by S2 Holdings, Inc. for the benefit of J.G. Wentworth S.S.C. Limited Partnership. (Incorporated by reference to DVL’s Form 8-K dated August 28, 2001.)

 

 

28

---

Index

 

10.25

Common Stock Warrant dated as of August 15, 2001.  (Incorporated by reference to DVL’s Form 8-K dated August 28, 2001.)

10.26

Client Service Agreement between the Company and Compensation Solutions, Inc. dated March 28, 2003. (Incorporated by reference to DVL’s Form 10-Q for the quarter ended March 31, 2003.)

10.27

$1,450,000 Promissory Note issued by DVL, Inc. in favor of Pennsylvania Business Bank, dated April 28, 2004. (Incorporated by reference to Exhibit 10.1 to DVL’s Form 10-Q for the quarter ended June 30, 2004.)

10.28

Loan Agreement between DVL, Inc. and Pennsylvania Business Bank dated April 28, 2004.  (Incorporated by reference to Exhibit 10.2 to DVL’s Form 10-Q for the quarter ended June 30, 2004.)

10.29

Promissory Note, dated December 28, 2004, issued by DVL Mortgage Holdings, LLC and DVL, Inc. in favor of Harleysville National Bank and Trust Company.  (Incorporated by reference to Exhibit 10.29 to DVL’s Form 10-KSB filed for the year ended December 31, 2005.)

10.30

Assignment Agreement, dated as of December 28, 2004, between Rumson Mortgage Holdings LLC and DVL Mortgage Holdings LLC, Inc.  (Incorporated by reference to Exhibit 10.30 to DVL’s Form 10-KSB filed for the year ended December 31, 2005.)

10.31

Loan Agreement, dated December 28, 2004, by and among Harleysville National Bank and Trust Company and DVL Mortgage Holdings LLC. (Incorporated by to Exhibit 10.31 to DVL’s Form 10-KSB filed for the year ended December 31, 2005.)

10.32

Stock Repurchase Agreement dated March 16, 2007 between DVL, Inc., Blackacre Bridge Capital, L.L.C. and Blackacre Capital Group, L.P. (Incorporated by reference to Exhibit 10.33 to DVL’s Form 10-KSB for fiscal year ended December 31, 2006.)

10.33

Loan and Security Agreement, dated June 5, 2006 by and between DVL, Inc. and First Penn Bank. (Incorporated by reference to Exhibit 10.1 to DVL’s Form 10-QSB filed on August 14, 2006.)

10.34

Change in Terms Agreement, dated September 1, 2006 by and between DVL, Inc. and Pennsylvania Business Bank. (Incorporated by reference to Exhibit 10.1 to DVL’s Form 10-QSB filed on November 14, 2006.)

10.35

Agreement between the Town of Kearny, New Jersey and DVL, Inc. approved on October 24, 2006. (Incorporated by reference to Exhibit 10.34 to DVL’s Form 10-KSB for the fiscal year ended December 31, 2006.)

10.36

Agreement of Sale dated April 27, 2006 by and between DVL, Inc. and 354 Broadway Associates, LLC. (Incorporated by reference to Exhibit 10.38 to DVL’s Form 10-KSB for the fiscal year ended December 31, 2006.)

10.37

First Amendment of Agreement of Sale dated June 28, 2006 by and between DVL, Inc. and 354 Broadway Associates, LLC. (Incorporated by reference to Exhibit 10.39 to DVL’s Form 10-KSB for the fiscal year ended December 31, 2006.)

10.38

Second Amendment of Agreement of Sale dated September 25, 2006 by and between DVL, Inc. and 354 Broadway Associates, LLC. (Incorporated by reference to Exhibit 10.40 to DVL, Inc.’s Form 10-KSB for the fiscal year ended December 31, 2006.)

10.39

Loan Extension Agreement between Pennsylvania Business Bank and Del Toch, LLC, Delborne Land Company LLC, and Delbrook Holding, LLC dated March 2, 2007.  (Incorporated by reference to Exhibit 10.1 to DVL’s Form 10-QSB for the quarter ended March 31, 2007.)

 

 

29

---

Index

 

10.40

Loan Extension Agreement between Pennsylvania Business Bank and Del Toch, LLC, Delborne Land Company, LLC and Delbrook Holding LLC, dated June 1, 2007. (Incorporated by reference to Exhibit 10.1 to DVL’s Form 10-QSB for the quarter ended June 30, 2007.)

10.41

Construction Loan Agreement dated August 2007 between DVL Kearny Holdings LLC, CapMark Bank, Urban Development Fund II LLC, and Paramount Community Development Fund.  (Incorporated by reference to Exhibit 10.43 to DVL’s Form 10-KSB for the year ended December 31, 2007.)

10.42

Asset Servicing Extension Agreement dated October 31, 2007 between DVL, Inc., Professional Services Corporation, K.M. Realty Corporation, and NPO Management, LLC.  (Incorporated by reference to Exhibit 10.44 to DVL’s Form 10-KSB for the year ended December 31, 2007.)

10.43

First Amendment to Lease dated August 10, 2007 to that certain lease dated November 7, 2002 between DVL, Inc. and Amstad Property, Inc. (Incorporated by reference to Exhibit 10.45 to DVL’s Form 10-KSB for the year ended December 31, 2007.)

10.44

Construction Loan Agreement between Capmark Bank, Urban Development Fund II, LLC, Paramount Community Development Fund, LLC, and DVL Kearny Holdings, LLC (dated August 14, 2007). (Incorporated by  reference to DVL’s Form 10-QSB for the quarter ended September 30, 2007.)

10.45

Asset Servicing Extension Agreement between DVL, Inc., Professional Services Corporation, KM Realty Corporation and NPO Management, LLC dated October, 2007. (Incorporated by reference to DVL’s Form 10-QSB for the quarter ended September 30, 2007.)

10.46 *

Asset Servicing Extension Agreement between DVL, Inc., Professional Services Corporation, KM Realty Corporation and NPO Management, LLC dated October 2010.

 

10.47

Redeveloper Agreement dated December 11, 2007 between DVL, Inc., DVL Kearny Holdings, LLC, and the Town of Kearny, New Jersey. (Incorporated by reference to DVL’s Current Event Report on Form 8-K dated December 11, 2007.)

10.48

Developer Services Agreement between DVL, Inc., P&A Associates, and Pemmil Management, LLC. (Incorporated by reference to DVL’s Current Event Report on Form 8-K dated December 11, 2007.)

10.49

Mortgage Note for the principal amount of $3,800,000 in favor of Delbrook Holding, LLC. (Incorporated by reference to DVL’s Form 10-Q for the period ended June 30, 2008.)

10.50

Amendment No. 2 to the Construction Loan Agreement. (Incorporated by Reference to DVL’s Form 10-Q for the period ended September 30, 2008.)

10.51

Pledge and Security Agreement dated as of August 1, 2008.  (Incorporated by reference to DVL’s Form 10-Q for the period ended September 30, 2008.)

10.52

Amendment No. 2 to the Loan and Security Agreement with Pemmil Funding, LLC, dated November 10, 2008.  (Incorporated by reference to DVL’s Form 10-Q for the period ended September 30, 2008.)

10.52

Mortgage, Security Agreement and Agreement of Leases and Rents dated January 21, 2009 by DVL Kearny Holdings LLC in favor of Signature Bank.

10.53

Guaranty dated January 21, 2009 by DVL, Inc. to Signature Bank.

10.54

Amended and Restated Loan and Security Agreement, dated as of December 31, 2009, by and between DVL, Inc. and Pemmil Funding, LLC. (Incorporated by reference to DVL’s Form 10-K for the year ended December 31, 2009.)

 

 

30

---

Index

 

31.1 *

Chief Executive Officer’s Certificate, pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

31.2 *

Chief Financial Officer’s Certificate, pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

32.1 *

Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

_______________________

*           Filed herewith.

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	DVL, Inc.
	By:	/s/ Neil Koenig
		Neil Koenig, Executive Vice President and Chief Financial Officer

November 10, 2010

 

 

31

---