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 September 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 October 31, 2002,
were as follows:
Title Shares Outstanding
Class A Common Stock, $.01 par value.... 1,001,567
Class B Common Stock, $.01 par value.... 312,733
DOVER INVESTMENTS CORPORATION
INDEX
Page
Number
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of September 30, 2002
and December 31, 2001. . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Earnings for the Three Months
and Nine Months Ended September 30, 2002 and 2001 . . . 4
Consolidated Statements of Cash Flows for the
Nine Months Ended September 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
Item 4. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . 12
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 . . . . . . 13
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Certifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
INDEX OF EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . 19
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
DOVER INVESTMENTS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
09-30-02 12-31-01
ASSETS (unaudited)
Cash and Cash Equivalents $15,646 $18,377
Investments 2,500 -
Homes Held for Sale 8,716 1,848
Property Held for Development 21,869 26,625
Notes Receivable 2,165 885
Deferred Tax Asset 1,805 1,929
Other Assets 1,346 1,744
Total Assets $54,047 $51,408
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued Interest and Other Liabilities 934 796
Notes Payable 7,118 6,570
Minority Interest in Ventures 740 1,064
Total Liabilities 8,792 8,430
Stockholders' Equity
Class A Common Stock, Par Value $.01 Per Share
Authorized 2,000,000 Shares; Issued and Outstanding
1,001,567 and 883,487 Shares at September 30, 2002
and December 31, 2001, respectively 10 9
Class B Common Stock, Par Value $.01 Per Share
Authorized 1,000,000 Shares; Issued and Outstanding
317,293 and 317,411 Shares at September 30, 2002
and December 31, 2001, 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 15,464 14,726
Total Stockholders' Equity 45,255 42,978
Total Liabilities and Stockholders' Equity $54,047 $51,408
The accompanying notes are an integral part of these statements.
DOVER INVESTMENTS CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
Home Sales $2,757 $8,305 $8,680 $21,236
Cost of Home Sales 1,743 4,935 5,519 12,353
Minority Interest in Ventures 287 1,299 919 3,372
GROSS PROFIT 727 2,071 2,242 5,511
Selling Expenses 215 441 690 1,147
General and Administrative
Expenses 259 346 800 1,222
474 787 1,490 2,369
Income from Operations 253 1,284 752 3,142
Other Income
Interest 170 211 329 759
Other - - 18 -
Total Other Income 170 211 347 759
Income before Provision
for Income Taxes 423 1,495 1,099 3,901
Provision for Income Taxes 120 546 361 1,298
NET INCOME $ 303 $ 949 $ 738 $2,603
Basic Earnings Per Share $0.23 $0.79 $0.56 $2.17
Diluted Earnings Per Share $0.23 $0.79 $0.56 $2.16
Shares Used for Earnings
per Share:
Basic: 1,314,313 1,195,894 1,312,798 1,195,529
Diluted: 1,329,483 1,201,499 1,327,376 1,202,093
The accompanying notes are an integral part of these statements.
DOVER INVESTMENTS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended
September 30,
2002 2001
Cash Flows from Operating Activities:
Net Income $ 738 $2,603
Adjustments to Reconcile Net Income to
Net Cash Used in Operating Activities:
Income Accruing to Minority Interest 919 3,372
Tax Benefit of Utilizing Prequasi-
reorganization Net Operating Losses - 479
Deferred Income Taxes 124 -
Changes in Assets and Liabilities:
Property Held for Development (2,112) (6,162)
Notes Receivable (1,280) 952
Other Assets 398 (161)
Accrued Interest and Other Liabilities 139 (1,041)
Net Cash (Used in) Provided by Operating Activities (1,074) 42
Cash Flows from Investing Activities:
Purchase of Investments (5,000) -
Proceeds from Sale of Investments 2,500 -
Net Cash Used in Investing Activities (2,500) -
Cash Flows from Financing Activities:
Repayment to Minority Interest in Joint Ventures (1,243) (3,234)
Proceeds from Notes Payable 4,510 10,724
Repayment of Notes Payable (3,962) (8,019)
Exercise of Stock Options 1,538 15
Net Cash Provided by (Used in) Financing Activities 843 (514)
Decrease in Cash and Cash Equivalents (2,731) (472)
Cash and Cash Equivalents at Beginning of Period 18,377 20,531
Cash and Cash Equivalents at End of Period $15,646 $20,059
Supplemental Disclosure of Cash Flow Activities:
Cash Paid for Interest $152 $51
Cash Paid for Taxes $292 $715
The accompanying notes are an integral part of these statements.
DOVER INVESTMENTS CORPORATION
Notes to Consolidated Financial Statements
September 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 nine months ended
September 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 September 30, Nine Months Ended September 30,
2002 2001 2002 2001
Net Income $303 $949 $738 $2,603
Weighted average common
shares outstanding 1,314,313 1,195,894 1,312,798 1,195,529
Additional potentially
dilutive common shares 15,170 5,605 14,578 6,564
Diluted shares outstanding 1,329,483 1,201,499 1,327,376 1,202,093
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. Recent 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 interests 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 September 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. There are currently 39 homes under
construction in the Glenbriar Estates project for which sales contracts
are pending. During the third quarter of 2002, the ventures
commenced site work to improve 116 lots in addition to the existing
lots available for construction. The Company expects that these
additional lots will be completed towards the end of the first quarter
of 2003.
During 2001, a downturn in the national and regional economy
significantly reduced the demand for new homes in the Tracy area,
including homes at the Glenbriar Estates project. The Company believes,
based on the number of homes at the Glenbriar Estates project sold during
the first nine months of 2002 and the number of pending sales contracts,
that demand is increasing.
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 and the home was placed on the market
in late January 2002. The custom home is carried at the lower of cost
or market. The Company has not received attractive offers to purchase
this home. The Company expects that marketing of this home may
continue for some time.
OTHER RESIDENTIAL PROPERTIES
Halcyon Properties, LLC, a venture between the Company and EFC,
previously purchased a property in San Leandro, California which has been
approved for 18 single family homes. Site work and construction of 3 model
homes commenced during the second quarter of 2002. The Company expects
the venture to construct and sell the 18 homes during 2003.
Woodview Properties, LLC, a venture between the Company and EFC,
purchased a property in Novato, California. The property has a vesting
tentative subdivision map for 20 single family homes. The house plans are
currently going through design review process. The Company expects the
venture to build and sell the 20 homes during 2003.
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. The final subdivision map for Phase 1
of the property has been recorded and the Phase 1 site improvements
have been completed and approved by the City of Tracy. The Phase 2
final subdivision map was approved by the City of Tracy in the third
quarter of 2002 and it is expected that the site work will be completed
during the second quarter of 2003. Construction of the first industrial
building commenced in the first quarter of 2002, and the venture began
marketing this building in the third quarter of 2002. It is expected that
construction of this building will be completed near the end of the first
quarter of 2003. 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.
In August 2002, the Company entered into an agreement with
SPM pursuant to which SPM has agreed to redeem the Company's
membership interest in SPM on or before December 30, 2002.
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 September 30, 2002, the Company
had net income of $303,000, compared to $949,000 for the same
period in 2001. The decrease in net income resulted primarily
from a decrease in sales of homes.
For the quarter ended September 30, 2002, the Company
closed the sale of 7 homes at the Glenbriar Estates project, compared
to 20 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 September 30, 2002 were
$2,757,000, resulting in a gross profit of $727,000 and a gross profit
margin of 26.37%, compared to total sales of $8,305,000, resulting
in a gross profit of $2,071,000 and a gross profit margin of 24.94%,
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 third quarter of 2002
was $287,000, compared to $1,299,000 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 September 30, 2002
were $215,000, which represents 7.80% of revenues for that quarter,
compared to $441,000, which represents 5.31% 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
September 30, 2002 were $259,000, compared to $346,000 for the
same period in 2001, a decrease of 25.14%. The decrease was
primarily due to decreases in staffing and in executive officers
compensation expense.
Interest income for the quarter ended September 30, 2002
decreased to $170,000, compared to $211,000 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 nine months ended September 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 September 30, 2002, the Company had an aggregate
outstanding balance of $7,118,000 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 owners of homes sold by the Company at its Marina
Vista project in San Leandro and in another 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 fourth quarter of 2002.
Sales contracts for 39 homes at the Glenbriar Estates project are
currently pending. The Company believes that 12 of these 39
homes will likely close in the fourth quarter of 2002 and the other
27 will likely close in the first six months of 2003. The Company
expects it will enter into additional sales contracts that are likely
to close in the first six months 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
fourth quarter of 2002 to be significantly higher than for the same
period in 2001 and sales for the first quarter of 2003 to be
significantly higher than for the same period in 2002.
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.
ITEM 4. CONTROLS AND PROCEDURES
(a) The Company's President and the Company's Principal
Financial Officer, after evaluating the effectiveness of the
Company's disclosure controls and procedures as of a date within
90 days before the filing date of this quarterly report, have
concluded that the Company's disclosure controls and procedures
are effective to ensure that information required to be disclosed
by the Company in this quarterly report is accumulated and
communicated to the Company's management to allow timely
decisions regarding required disclosure.
(b) No significant changes were made in the Company's
internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On June 25, 2002, owners of 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 on June 25, 2002, the Marina
Vista of San Leandro Owners' Association, the homeowners'
association for the owners of the homes at the Marina Vista project,
filed a complaint against the Company in the same court. In
addition to the Company, WCB, H. F. Properties Ltd., a former
subsidiary of the Company, and Westco Marina, Inc., a former
subsidiary of WCB, are named as defendants in the complaints.
The complaints allege, among other things, breach of contract,
violation of the governing documents of the Marina Vista
homeowners' association, negligence, breach of warranty,
strict liability, misrepresentation, breach of fiduciary duty and
nuisance based on alleged construction defects at the Marina
Vista project. The plaintiffs are seeking damages in an unspecified
amount, attorneys' fees and expert fees and investigative costs.
In October 2002, the Company and the other defendants filed
answers to the two complaints. The parties are currently
negotiating an agreement to stipulate to the use of a special
master to manage the two cases under the auspices of the court.
There has been no discovery in either case.
The Company is unable to predict the ultimate outcome
of the litigation, 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
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.23 Letter Agreement, dated August 8, 2002,
between the Company and SPM, LLC.
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: November 13, 2002 By: /s/Frederick M. Weissberg
Frederick M. Weissberg
Chairman of the Board
and President
By: /s/Erika Kleczek
Erika Kleczek
Principal Financial Officer
CERTIFICATIONS
I, Frederick M. Weissberg, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Dover
Investments Corporation;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation Date");
and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any
material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: November 13, 2002 /s/ Frederick M. Weissberg
Frederick M. Weissberg
Chairman of the Board
and President
I, Erika Kleczek, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Dover
Investments Corporation;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: November 13, 2002 /s/Erika Kleczek
Erika Kleczek
Principal Financial Officer
EXHIBIT INDEX
Exhibit Number Description
10.23 Letter Agreement, dated August 8, 2002,
between the Company and SPM, LLC.
99.1 Certification of President.
99.2 Certification of Principal Financial
Officer.