U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 June 30, 2002
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 1-8631
DOVER INVESTMENTS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-1712121
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Spear Street, Suite 520, San Francisco, CA 94105
(Address of Principal Executive Offices) (Zip Code)
(415) 777-0414
(Registrant's telephone number)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 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
The number of shares outstanding of each of the registrant's
classes of Common Stock as of July 31, 2002,
were as follows:
Title Shares Outstanding
Class A Common Stock, $.01 par value..... 1,001,487
Class B Common Stock, $.01 par value..... 312,813
DOVER INVESTMENTS CORPORATION
INDEX
Page
Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statement
Consolidated Balance Sheets as of June 30, 2002
and December 31, 2001. . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Earnings for the
Three Months and Six Months Ended
June 30, 2002 and 2001 . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2002 and 2001. . . . . . . . . 5
Notes to Consolidated Financial Statements. . . . . . . . . 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK. . . . . . . . . . 11
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . 12
Item 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . 12
Item 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
INDEX OF EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . 14
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DOVER INVESTMENTS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
06-30-02 12-31-01
ASSETS (unaudited)
Cash and Cash Equivalents $12,809 $18,377
Investments 5,000 -
Homes Held for Sale 8,600 1,848
Property Held for Development 20,819 26,625
Notes Receivable 1,886 885
Deferred Tax Asset 1,810 1,929
Other Assets 1,992 1,744
Total Assets $52,916 $51,408
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued Interest and Other Liabilities 1,022 796
Notes Payable 6,129 6,570
Minority Interest in Ventures 813 1,064
Total Liabilities 7,964 8,430
Stockholders' Equity
Class A Common Stock, Par Value $.01 Per Share
Authorized 2,000,000 Shares; Issued 1,001,487
and 883,487 Shares, respectively 10 9
Class B Common Stock, Par Value $.01 Per Share
Authorized 1,000,000 Shares; Issued 317,373
and 317,411 Shares, respectively 3 3
Additional Paid-In Capital 29,803 28,265
Treasury Stock, at Cost 4,560 Class B Shares (25) (25)
Retained Earnings from January 1, 1993 15,161 14,726
Total Stockholders' Equity 44,952 42,978
Total Liabilities and Stockholders' Equity $52,916 $51,408
See accompanying Notes to Consolidated Financial Statements.
DOVER INVESTMENTS CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2002 2001 2002 2001
Home Sales $ 4,754 $10,419 $5,923 $12,931
Cost of Home Sales 3,031 6,017 3,776 7,418
Minority Interest in Ventures 590 1,734 632 2,073
GROSS PROFIT 1,133 2,668 1,515 3,440
Selling Expenses 331 511 475 706
General and Administrative Expenses 260 307 541 876
591 818 1,016 1,582
Income from Operations 542 1,850 499 1,858
Other Income
Interest 79 243 159 548
Other - - 18 -
Total Other Income 79 243 177 548
Income before Provision
for Income Taxes 621 2,093 676 2,406
Provision for Income Taxes 210 611 241 752
NET INCOME $ 411 $1,482 $ 435 $1,654
Basic Earnings Per Share $ 0.31 $ 1.24 $ 0.33 $ 1.38
Diluted Earnings Per Share $ 0.31 $ 1.23 $ 0.33 $ 1.37
Shares Used for Earnings per Share:
Basic: 1,314,146 1,195,653 1,312,035 1,195,174
Diluted: 1,330,815 1,200,440 1,326,472 1,202,321
See accompanying Notes to Consolidated Financial Statements.
DOVER INVESTMENTS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended
June 30,
2002 2001
Cash Flows from Operating Activities:
Net Income $ 435 $1,654
Adjustments to Reconcile Net Income to Net Cash
Used in Operating Activities:
Income Accruing to Minority Interest 632 2,073
Tax Benefit of Utilizing Prequasi-
reorganization Net Operating Losses - 517
Deferred Income Taxes 119 -
Changes in Assets and Liabilities:
Property Held for Development (946) (5,127)
Notes Receivable (1,001) 948
Other Assets (248) (977)
Accrued Interest and Other Liabilities 227 (885)
Net Cash Used in Operating Activities (782) (1,797)
Cash Flows from Investment Activities:
Purchase of Investments (5,000) -
Net Cash Used in Investment Activities (5,000) -
Cash Flows from Financing Activities:
Repayment to Minority Interest in Joint Ventures (883) (2,083)
Proceeds from Notes Payable 2,260 8,666
Repayment of Notes Payable (2,701) (5,061)
Exercise of Stock Options 1,538 10
Net Cash Provided by Financing Activities 214 1,532
Decrease in Cash and Cash Equivalents (5,568) (265)
Cash and Cash Equivalents at Beginning of Period 18,377 20,531
Cash and Cash Equivalents at End of Period $12,809 $20,266
Supplemental Cash Flow Activity:
Cash Paid for Interest $72 $37
Cash Paid for Taxes $32 $ -
See accompanying Notes to Consolidated Financial Statements.
DOVER INVESTMENTS CORPORATION
Notes to Consolidated Financial Statements
June 30, 2002
(unaudited)
1. Basis of Presentation
The accompanying consolidated financial statements have
been prepared from the records of Dover Investments Corporation
without audit. Accordingly, they do not include all of the information
and notes required by accounting principles generally accepted in the
United States of America for annual financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months and six months ended June 30, 2002
are not necessarily indicative of the results that may be expected for the
year ending December 31, 2002. For further information, refer to the
consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2001.
2. Earnings per Share
Basic net earnings per share is computed, on a combined basis,
for the two classes of common stock, Class A and Class B, using the
weighted average number of common shares outstanding during the
period. Diluted net earnings per share reflects the potential dilution
from outstanding stock options using the treasury stock method.
The following table illustrates the reconciliation of the numerators and
denominators for the basic and diluted earnings per share computation
and are unaudited (amounts in thousands, except share and per share data).
Three Months Ended June 30, Six Months Ended June 30,
2002 2001 2002 2001
Net Income $411 $1,482 $435 $1,654
Weighted average common
shares outstanding 1,314,146 1,195,653 1,312,035 1,195,174
Additional potentially dilutive
common shares 16,669 4,787 14,437 7,147
Diluted shares outstanding 1,330,815 1,200,440 1,326,472 1,202,321
Options to purchase 100,500 shares during the six months ended
June 30, 2001, were excluded from the computation of diluted earnings
per share because the options prices were greater than the average market
price of the Company's common stock during these periods. No other
options to purchase shares were excluded from the computation of
diluted earnings per share in the above periods.
3. Investments
Investments consist of government debt securities with
maturities greater than one year from the balance sheet date.
Investments are classified as available-for-sale securities because
the Company may sell them before they reach maturity. The
investments are carried at fair market value, with unrealized gains
and losses recorded in stockholders' equity. The cost of securities
sold is based on the specific identification method.
4. New Accounting Pronouncement
On January 1, 2002, the Company adopted SFAS 144.
SFAS 144, which replaces SFAS 121, "Accounting for the
Impairment of Long-Lived Assets and for Assets to Be Disposed of,"
changes the accounting for long-lived assets by requiring that all
long-lived assets be measured at the lower of carrying amount or
fair value less cost to sell, whether reported in continuing or
discontinued operations. The adoption of SFAS 144 did not have
an impact on the Company's consolidated financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The information set forth below and elsewhere in
this Quarterly Report contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995 concerning the Company's business operations and financial
condition. The words or phrases "can be", "may affect", "may depend",
"expect", "believe", "anticipate", "intend", "will", "estimate", "project"
and similar words and phrases are intended to identify such forward-looking
statements. Such forward-looking statements are subject to various known
and unknown risks and uncertainties and the Company cautions you that
any forward-looking information provided by or on behalf of the Company
is not a guarantee of future performance. Actual results could differ
materially from those anticipated in such forward-looking statements due
to a number of factors, some of which are beyond the Company's control,
in addition to those discussed in this document or in the Company's other
public filings, including (i) the continued impact of the terrorist attacks
against the United States on September 11, 2001, (ii) changes in general
and local economic conditions, (iii) consumer confidence and housing
demand, (iv) competition, (v) government regulations affecting the
Company's operations, (vi) the availability and cost of land, materials
and labor, (vii) conditions in the capital, credit and homebuilding markets
and (viii) the uncertainty of litigation filed against the Company. All
such forward-looking statements are current only as of the date on which
such statements were made. The Company does not undertake any
obligation to publicly update any forward-looking statement to reflect
events or circumstances after the date on which any such statement is
made or to reflect the occurrence of unanticipated events.
General
Dover Investments Corporation (the "Company") engages
primarily in real estate development. The Company's real estate
projects (other than the Coram Plaza Shopping Center project
described below) are developed through ventures with wholly-owned
subsidiaries of E. F. Communities, Inc., a California corporation
(collectively, "EFC"). Under the governing agreements, EFC is
primarily responsible for the construction and the development of the
real estate. Until March 2002, the real estate projects were developed
through ventures with Westco Community Builders, Inc., a California
corporation ("WCB"). In March 2002, EFC acquired the interest
held by WCB in the ventures. The owners of EFC are the same
as those of WCB.
Real Estate Development
Below is a summary of the Company's major real estate development
activities during the quarter ended June 30, 2002.
GLENBRIAR ESTATES
The Company, through its various ventures, continued to develop
the Glenbriar Estates project in Tracy, California.
All of the land owned by the ventures is covered by either
vesting tentative subdivision maps or final subdivision maps. The ventures
have two model complexes for two product types of homes at
Glenbriar Estates, the Glenbrook Subdivision and the Meadowbrook
Subdivision.
In November of 2000, the voters of Tracy passed a "slow growth"
initiative which is intended to slow residential development within the
City of Tracy. The ventures brought legal actions against the City of Tracy
to, among other things, confirm that the initiative did not apply to
Glenbriar Estates because the land owned by the ventures was covered
by vesting tentative subdivision maps which predated the effective date of
the initiative. The ventures and the City of Tracy have settled all litigation
relating to this matter and the City has acknowledged, among other things,
that the initiative does not apply to the land owned by the ventures so long
as the existing vesting tentative subdivision maps remain in effect. At this
time the Company no longer believes that the passage of the initiative will
disrupt the orderly development of the remainder of the Glenbriar Estates
project. Pursuant to the settlement of the litigation referred to above,
the City of Tracy provided sewer and water capacity and residential
growth allocations for approximately fifty percent (50%) of the remainder
of the Glenbriar Estates project in August 2001 and water capacity for
the balance of the Glenbriar Estates project in January 2002. Sewer
capacity and residential growth allocations for the balance of the Glenbriar
Estates project were secured in February 2002.
During 2001, a downturn in the national and regional economy
significantly reduced the demand for new homes in the Tracy area. Buyer
activity in the Tracy area was extremely weak and standing inventory among
builders in the area was at unusually high levels. New home prices also
came under pressure in 2001. The Company believes, based on the number
of homes at the Glenbriar Estates project sold during the first and second
quarters of 2002 and the number of pending sales contracts, that interest
among buyers at the Glenbriar Estates project has increased somewhat.
HIGHER PRICED HOME
In September of 1999, the Company entered into a joint venture
to develop a large (approximately 9,600 square feet) higher priced "custom"
home in Atherton, California. Construction of the home was completed
in December 2001. The home went on the market in January 2002.
OTHER RESIDENTIAL PROPERTIES
Halcyon Properties, LLC, a venture between the Company
and EFC, has purchased a property in San Leandro, California which
has been approved for eighteen single family homes. Site work and
construction of three model homes commenced during the second
quarter of 2002. The Company expects the venture to construct and sell
the eighteen homes during 2002 and 2003.
Woodview Properties, LLC, a venture between the Company
and EFC, has purchased a property in Novato, California. The property
has been approved for twenty single family homes. The Company
expects the venture to build and sell the twenty homes during 2002
and 2003. The property has an approved vested tentative subdivision map
and is currently going through design review for its house plans.
SOUTH TRACY INDUSTRIAL PARK
South Tracy Industrial Park, LLC, a venture between the Company
and EFC, entered into an agreement in 1999 to purchase and develop for
industrial use approximately fifty acres of industrial property in the
southern part of the City of Tracy. A tentative subdivision map for the
entire property and a final subdivision map for Phase I of the property
have been approved by the City of Tracy. Site improvements have been
completed on Phase I of the property and construction of the first industrial
building commenced in the first quarter of 2002. The venture previously
had anticipated starting construction of the first two industrial buildings
at the same time; however, in view of the economic conditions, the
venture has determined to proceed with one building at this time
and to proceed with additional buildings as occupancy levels justify.
Development and rental of the entire industrial park is expected to
continue for several years.
CORAM PLAZA SHOPPING CENTER, CORAM, NEW YORK
SPM, LLC ("SPM"), a venture among the Company and three
other independent parties, has purchased a property, with buildings and
improvements, located in the Coram Plaza Shopping Center, in Coram,
New York. A portion of the property was sold in 2000. SPM has
completed development of the remaining property for commercial use
and is currently leasing the property to tenants.
The Company accounts for its investment in SPM on the cost
method since it does not have significant influence over SPM's operating
and financial policies. The Company includes this investment with
its property held for development at cost, which the Company
considers to be lower than estimated market value.
Results of Operations
For the quarter ended June 30, 2002, the Company had net income
of $411,000, compared to $1,482,000 for the same period in 2001.
The decrease in net income resulted primarily from a decrease in sales of
homes and a decrease in interest income for the period.
For the quarter ended June 30, 2002, the Company closed the sale
of 13 homes at the Glenbriar Estates project, compared to 27
homes for the same period in 2001. The Company believes the decrease
in sales of homes is primarily attributable to reduced housing demand.
See "Real Estate Development - Glenbriar Estates" above.
Total sales for the quarter ended June 30, 2002 were $4,754,000,
resulting in a gross profit of $1,133,000 and a gross profit margin
of 23.83%, compared to total sales of $10,419,000, resulting in a gross
profit of $2,668,000 and a gross profit margin of 25.61%, for the
same period in 2001. The decrease in gross profit resulted
primarily from a decrease in sales of homes for the period.
Minority interest in joint ventures for the second quarter of 2002
was $590,000, compared to $1,734,000 for the same period in 2001.
The decrease in minority interest is attributable to decreased sales of
homes at the Glenbriar Estates project.
Selling expenses for the quarter ended June 30, 2002 were
$331,000, which represents 6.96% of revenues for that quarter,
compared to $511,000, which represents 4.90% of revenues for the
same period in 2001. The decrease in selling expenses was primarily
due to decreased home sales. The increase in the percentage of revenues
represented by selling expenses was primarily due to the fixed nature
of some selling expenses.
General and administrative expenses for the quarter ended
June 30, 2002 were $260,000, compared to $307,000 for the same
period in 2001, a decrease of 15.31%. The decrease was primarily
due to decreases in staffing and in executive officers compensation
expense.
Interest income for the quarter ended June 30, 2002 decreased to
$79,000, compared to $243,000 for the same period in 2001. The
decrease is attributable to decreases in interest rates and lower average
account balances during the quarter.
The Company expects that the development projects will continue
to be profitable. See "BUSINESS - Homebuilding Industry" in the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 for a discussion of general economic conditions
and competitive factors that influence the Company's profitability.
Liquidity and Capital Resources
During the six months ended June 30, 2002, the Company used
liquid assets primarily to fund expenditures in connection with the real
estate development projects, debt service, general and administrative
expenses and the purchase of government debt securities. The
Company met its funding requirements primarily from cash reserves,
and from revenues from home sales and construction financing from
private sources secured by the homes under construction.
The Company's primary sources of liquidity in the future will
continue to be cash reserves and revenues generated from the development
projects, and construction financing when appropriate.
At June 30, 2002, the Company had an aggregate outstanding balance
of $6,129,000 under its construction loans. These loans will be repaid
from the proceeds of home sales. The loans bear interest at prime
plus 0.75% through 1.25% per annum and have various maturity dates.
Litigation
The Company has been named a defendant in a lawsuit brought
by the Marina Vista of San Leandro Owner's Association. As this litigation
is still at an early stage, the Company is unable to predict its ultimate
outcome, the extent to which any claims may be covered by insurance,
or the effect that the litigation may have on the Company's financial
condition and results of operations. See "LEGAL PROCEEDINGS" below.
Outlook
The Company has not closed the sale of any homes at the Glenbriar
Estates project during the third quarter of 2002. Sales contracts for
28 homes at the Glenbriar Estates project are currently pending. The
Company believes that 7 of these 28 homes will likely close in the third
quarter of 2002, 12 homes will likely close in the fourth quarter of 2002
and the other 9 will likely close in the first quarter of 2003. The Company
expects it will enter into additional sales contracts that are likely to
close in the first quarter of 2003. As the Company's sales contracts
are subject to satisfaction of certain conditions and cancellation by
the customer, no assurances can be given that any sales contracts
will result in actual closings. See "BUSINESS - Backlog" in the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001. In addition, the Company's higher priced home
in Atherton, California is currently being marketed for sale. The
Company cannot predict when that home will be sold.
Based on the foregoing, the Company expects sales for the third quarter
of 2002 to be significantly lower than for the same period in 2001, and sales
for the fourth quarter of 2002 to be significantly higher than for the same
period in 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The Company's exposure to market risk for changes in interest rates
relates primarily to the Company's investment in high credit quality
securities maintained with three financial institutions and government debt
securities and the Company's notes receivable and notes payable. The
Company's objective in managing its exposure to interest rate changes is to
limit the impact of changes on earnings and cash flow and to lower its
overall borrowing costs. The Company believes the financial risks associated
with these investments and notes are minimal.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On June 25, 2002, the Marina Vista of San Leandro Owners'
Association, the homeowners' association for the owners of the homes sold
by the Company at its Marina Vista project in San Leandro, California,
filed a complaint against the Company in the Superior Court of
California in the County of Alameda. Also named as defendants in the
complaint are H. F. Properties Ltd., a former subsidiary of the Company,
and Westco Marina, Inc., a former subsidiary of WCB. The complaint
alleges, among other things, breach of contract, violation of the governing
documents of the Marina Vista homeowners' association, negligence,
breach of warranty, strict liability, breach of fiduciary duty and nuisance
based on alleged construction defects at the Marina Vista project.
The plaintiff is seeking damages in an unspecified amount, attorneys' fees
and expert fees and investigative costs. The Company is unable to predict its
ultimate outcome, the extent to which any claims may be covered by
insurance, or the effect that the litigation may have on the Company's
financial condition and results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
On May 23, 2002, the Company held its annual meeting of
stockholders for the purpose of electing directors and ratifying the
appointment of Grant Thornton LLP as the Company's independent
public accountant for the year ended December 31, 2002.
All of the Company's nominees for directors were elected
as follows: Arnold Addison, 924,854 votes for, 33,202 votes
against and 42,931 broker non-votes; John Gilbert, 2,930,190 votes for,
111,220 votes against and 86,920 broker non-votes; Frederick M. Weissberg,
2,930,190 votes for, 111,220 votes against and 86,920 broker non-votes;
and Will C. Wood, 2,930,190 votes for, 111,220 votes against and
86,920 broker non-votes. The proposal to ratify the appointment of
Grant Thornton LLP as the Company's independent public accountant for
the year ended December 31, 2001, was approved with 3,834,977 votes
for, 1,314 votes against, 163,175 votes abstaining and 129,851 broker
non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Certification of President.
99.2 Certification of Principal Financial Officer.
(b) Reports on Form 8-K
None
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.
DOVER INVESTMENTS CORPORATION
Date: August 8, 2002 By: /s/Frederick M. Weissberg
Frederick M. Weissberg
Chairman of the Board
and President
By: /s/Erika Kleczek
Erika Kleczek
Principal Financial Officer
EXHIBIT INDEX
Exhibit Number Description
99.1 Certification of President.
99.2 Certification of Principal Financial Officer.
Exhibit 99.1
CERTIFICATION OF PRESIDENT
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Form 10-Q of Dover
Investments Corporation for the quarter ended June 30, 2002,
I, Frederick M. Weissberg, Chairman of the Board and President of
Dover Investments Corporation, hereby certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) such Form 10-Q for the quarter ended June 30, 2002
fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in such Form 10-Q for the quarter
ended June 30, 2002 fairly presents, in all material respects, the
financial condition and results of operations of Dover Investments
Corporation.
Date: August 8, 2002
By: /s/Frederick M. Weissberg
Frederick M. Weissberg
Chairman of the Board
and President
Exhibit 99.2
CERTIFICATION OF
PRINCIPAL FINANCIAL OFFICER
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Form 10-Q of Dover
Investments Corporation for the quarter ended June 30, 2002,
I, Erika Kleczek, Principal Financial Officer of Dover Investments
Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) such Form 10-Q for the quarter ended June 30, 2002
fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in such Form 10-Q for the quarter
ended June 30, 2002 fairly presents, in all material respects, the
financial condition and results of operations of Dover
Investments Corporation.
Date: August 8, 2002
By: /s/Erika Kleczek
Erika Kleczek
Principal Financial Officer