SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 3
(Amendment reflects change made to short-term debt in Financial Data Schedule
to agree to Financial Statements)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1995, OR
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _____________
Commission File No. 1-8356
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DVL, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 13-2892858
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24 River Road, Bogota, New Jersey 07603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 487-1300
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Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
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Common Stock, $.01 par value National Association of
Securities Dealers, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
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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. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
Aggregate market value of voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the stock as reported
on the National Association of Securities Dealers, Inc. Over-The-Counter
Bulletin Board on March 27, 1996: $3,229,501.
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At March 27, 1996, 13,510,850 shares of the Registrant's Common Stock were
outstanding.
ITEM 6. SELECTED FINANCIAL DATA
The following summary sets forth DVL's consolidated financial data at
December 31, 1991, 1992, 1993, 1994 and 1995. The data set forth below should
be read in conjunction with other financial information of DVL, including its
consolidated financial statements and accountant's report thereon included
elsewhere herein and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
Consolidated Income Statement Data
(In thousands except for per share data)
Year Ended December 31
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
Revenues
Affiliates $ 4,329 $ 4,002 $ 2,652 $ 3,450 $ 2,868
Other 583 350 414 334 369
-------- -------- -------- -------- --------
Total $ 4,912 $ 4,352 $ 3,066 $ 3,784 $ 3,237
======== ======== ======== ======== ========
Loss from continuing operations (A) $(13,487) $(22,635) $ (6,163) $(12,887) $ (5,780)
Loss from discontinued operations (332) (403) (367) (223) -
-------- -------- -------- -------- --------
Loss before extraordinary gain (13,819) (23,038) (6,530) (13,110) (5,780)
Extraordinary gain on the settlement of - 16,482 7,991 1,935 7,900
indebtedness -------- -------- -------- -------- --------
Net Income (loss) $(13,819) $ (6,556) $ 1,461 $(11,175) $ 2,120
======== ======== ======== ======== ========
Earnings (loss) per share (B)
Primary
Loss from continuing operations $ (1.95) $ (3.27) $ (.83) $ (1.54) $ (.58)
Loss from discontinued operations (.05) (.06) (.05) (.03) -
-------- -------- -------- -------- --------
Income (loss) before extraordinary gain (2.00) (3.33) (.88) (1.57) (.58)
Extraordinary gain on the settlement of - 2.38 1.08 .23 .79
indebtedness -------- -------- -------- -------- --------
Net Income (loss) $ (2.00) $ (.95) $ .20 $ (1.34) $ .21
======== ======== ======== ======== ========
Fully Diluted
Loss from continuing operations $ (1.95) $ (3.27) $ (.38) $ (1.54) $ (.58)
Loss from discontinued operations (.05) (.06) (.02) (.03) -
-------- -------- -------- -------- --------
Loss before extraordinary gain (2.00) (3.33) (.40) (1.57) (.58)
Extraordinary gain on the settlement of - 2.38 .50 .23 .79
indebtedness -------- -------- --------- ------- --------
Net Income (loss) $ (2.00) $ (.95) $ .10 $ (1.34) $ .21
======== ======== ========= ======= ========
Consolidated Balance Sheet Data
(In thousands)
As At December 31,
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
Total assets $132,171 $ 97,938 $72,048 $54,085 $41,499
======== ======== ======= ======= =======
Long-term debt (C) $ 43,450 $ 48,094 $37,270 $32,018 $32,290
======== ======== ======= ======= =======
Short-term debt (C) $ 41,269 $ 23,486 $12,564 $14,019 $ 1,060
======== ======== ======= ======= =======
Shareholders' equity (capital
deficiency) $ 9,447 $ 2,931 $ 5,660 $(5,131) $(1,330)
======== ======== ======= ======= =======
NOTES TO SELECTED FINANCIAL DATA
(A) In 1976, DVL sold real estate located in Kearny, New Jersey
(exclusive of land) to Toch, an affiliated partnership in which
Kenbee remains as the nominal general partner pursuant to an
agreement with the limited partners of the partnership. The
gain on this sale of $565,000 is being accounted for under the
installment method. DVL recognized $7,000, $8,000, $6,000, $0
and $0 respectively, of the gain on this sale during the five
years ended December 31, 1995. See note 9 of notes to the
Consolidated Financial Statements of DVL.
In 1977, DVL sold real estate located in Rockingham, North
Carolina and Phoenix, Arizona to Kenbee and its subsidiary.
In 1992 this gain on sale was fully recognized.
In 1978, DVL sold real estate located in Bogota, New Jersey
(exclusive of land and machinery) to Kenbee and its subsidiary.
The gain on the sale of $1,130,000 is being accounted for under
the installment method. DVL recognized a gain of $8,000,
$8,000, $9,000 and $9,000 respectively for the four years
ended December 31, 1994. Due to the cancellation of such
indebtedness in 1995 in connection with a creditor settlement,
the remaining balance of $1,075,000 was recognized in 1995.
See note 9 of notes to the Consolidated Financial Statements
of DVL.
(B) See note 1i of notes to the Consolidated Financial Statements
of DVL.
(C) See note 8 to the notes to the Consolidated Financial
Statements of DVL.
SIGNATURE
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 hereunto duly authorized.
Date: July 12, 1996
DVL, INC.
By: /s Joel Zbar
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Joel Zbar
Chief Financial and
Operating Officer