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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
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Commission File Number 33-22976-NY
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INTERVEST CORPORATION OF NEW YORK
---------------------------------
(Exact name of registrant as specified in its charter)
New York 13-3415815
- ---------------------------- ----------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation)
10 Rockefeller Plaza, Suite 1015
New York, New York 10020-1903
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(Address of principal executive offices)
(212) 218-2800
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act
of 1934
None
----------------------
(Title of class)
Securities registered pursuant to Section 12(g) of the Securities Exchange Act
of 1934
None
-----------------------
(Title of class)
Indicate by check mark whether the registrant: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 XX No .
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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K. [X]
As of February 1, 2001, there were 100 shares of the registrant's common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
None
Intervest Corporation of New York and Subsidiaries
2000 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I Page
----
Item 1 Description of Business ............................................. 2
Item 2 Description of Properties............................................ 5
Item 3 Legal Proceedings.................................................... 5
Item 4 Submission of Matters to Vote of Security Holders.................... 5
PART II
Item 5 Market for Common Equity and Related Stockholder Matters............. 6
Item 6 Selected Financial Data.............................................. 6
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations ........................................... 7
Item 7A Quantitative and Qualitative Disclosures about Market Risk...........10
Item 8 Financial Statements and Supplementary Data..........................10
Item 9 Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure............................26
PART III
Item 10 Directors and Executive Officers of the Registrant...................26
Item 11 Executive Compensation...............................................27
Item 12 Security Ownership of Certain Beneficial Owners and Management.......28
Item 13 Certain Relationships and Related Transactions.......................28
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K......28
Signatures....................................................................31
1
PART I
Item 1. Description of Business
-----------------------
Private Securities Litigation Reform Act Safe Harbor Statement
The Company is making this statement in order to satisfy the "Safe Harbor"
provision contained in the Private Securities Litigation Reform Act of 1995. The
statements contained in this report on Form 10-K that are not statements of
historical fact may include forward-looking statements that involve a number of
risks and uncertainties. Such forward-looking statements are made based on
management's expectations and beliefs concerning future events impacting the
Company and are subject to uncertainties and factors relating to the Company's
operations and economic environment, all of which are difficult to predict and
many of which are beyond the control of the Company, that could cause actual
results of the Company to differ materially from those matters expressed in or
implied by forward-looking statements. The following factors are among those
that could cause actual results to differ materially from the forward-looking
statements: changes in general economic, market and regulatory conditions; the
development of an interest rate environment that may adversely affect the
Company's net interest income; other income or cash flow anticipated from the
Company's operations, investment and lending activities; and changes in laws and
regulations affecting the Company.
General
Intervest Corporation of New York and its wholly owned subsidiaries, Intervest
Distribution Corporation and Intervest Realty Servicing Corporation (hereafter
referred to as the "Company" on a consolidated basis), are engaged in the real
estate business, including the origination and purchase of real estate mortgage
loans, consisting of first mortgage, junior mortgage and wraparound mortgage
loans. The principal office of the Company is located at 10 Rockefeller Plaza,
Suite 1015, New York, New York 10020-1903, and its telephone number is
212-218-2800.
On March 10, 2000, Intervest Bancshares Corporation (hereafter referred to as
the "Parent Company") acquired all the outstanding capital stock of the Company
in exchange for shares of the Parent Company's Class A common stock. As a result
of the acquisition, the Company became a wholly owned subsidiary of the Parent
Company, which is a bank holding company. Former shareholders of the Company are
officers and directors of both the Company and the Parent Company. The Parent
Company also owns Intervest National Bank, a national bank located in New York,
New York and Intervest Bank, a Florida state-chartered commercial bank with four
banking offices in Clearwater, Florida and one in South Pasadena, Florida.
Market Area and Competition
The Company's lending activities have been concentrated in the New York City
metropolitan region. The Company also makes loans in other states, including
Connecticut, Florida, New Jersey, North Carolina, Pennsylvania, Virginia and
Washington D.C.
In connection with originating mortgage loans, the Company experiences
significant competition from banks, insurance companies, savings and loan
associations, mortgage bankers, pension funds, real estate investment trusts,
limited partnerships and other lenders and investors engaged in purchasing
mortgages or making real property investments with investment objectives similar
in whole or in part to the Company's. An increase in the general availability of
funds may increase competition in the making of investments in mortgages and
real property, and may reduce the yields available therefrom.
Lending Activities
The Company's lending activities include both long-term and short-term mortgage
loans on income producing properties, such as office and commercial properties
and multifamily residential apartment buildings. The Company also may acquire or
originate mortgage loans on other types of properties, and may resell mortgages.
At December 31, 2000, the Company's loan portfolio amounted to $52,800,000
compared to $64,119,000 at December 31, 1999. A substantial portion of these
mortgages are secured by multi-family apartment buildings located in the City of
New York.
2
Mortgage loans originated and acquired are solicited directly by the Company's
officers, from existing borrowers, through advertising and from broker
referrals. The Company has in the past and may in the future participate in
mortgages originated by its affiliates, including Intervest National Bank and
Intervest Bank.
The Company's mortgage loans typically provide for periodic payments of interest
and principal during the term of the mortgage, with the remaining principal
balance and any accrued interest due at the maturity date. The majority of the
mortgages owned by the Company provide for balloon payments at maturity, which
means that a substantial part or the entire original principal amount is due in
one lump sum payment at maturity. If the net revenue from the property is not
sufficient to make all debt service payments due on the mortgage, or if at
maturity or the due date of any balloon payment, the owner of the property fails
to raise the funds (by refinancing, sale or otherwise) to make the lump sum
payment, the Company could sustain a loss on its investment in the mortgage. To
the extent that the aggregate net revenues from the Company's mortgage
investments are insufficient to provide funds equal to the payments due under
the Company's debt obligations, then the Company would be required to utilize
its working capital for such purposes or otherwise obtain the necessary funds
from outside sources. No assurance can be given that such funds would be
available to the Company. The Company's mortgage loans are generally not
personal obligations of the borrower and are not insured or guaranteed by
governmental agencies or otherwise.
In determining whether to make mortgage loans, the Company analyzes relevant
real property and financial factors, which in certain cases may include factors
such as: the condition and use of the subject property; the property's
income-producing capacity; and the quality, experience and creditworthiness of
the property's owner. The Company requires that all mortgaged properties be
covered by property insurance in amounts deemed adequate in the opinion of
management. In addition, management as part of the approval process makes
physical inspections of properties being considered for mortgage loans.
The Company's mortgage loans include: (i) first mortgage loans; (ii) junior
mortgage loans; and (iii) wraparound mortgage loans. Wraparound mortgages are
loans under which the principal amount of and debt service on one or more senior
mortgages is included within the principal amount of and debt service on the
wraparound mortgage. A holder of a wraparound mortgage may be required to pay
the obligations due under such senior mortgages from the payments that it
receives on the wraparound mortgage.
With respect to wraparound mortgages, such mortgages are generally negotiated
and structured on an individual, case by case basis, and may be structured to
include any or all of the following provisions: (i) the Company may lend money
to a real property owner who would be obligated to repay the senior underlying
mortgage debt as well as the new wraparound indebtedness owed to the Company;
(ii) the Company may legally assume the obligation to make the payments due on
the senior underlying mortgage debt; (iii) the real property owner-debtor may
agree to make payments to the Company in satisfaction of both the senior
underlying mortgage debt and the new wraparound indebtedness owed to the
Company; (iv) the Company may receive a mortgage on the real property to secure
repayment of the total amount of indebtedness (wraparound indebtedness and the
senior underlying mortgage indebtedness).
The mortgages owned by the Company that are junior mortgages are subordinate in
right of payment to senior mortgages on the various properties. In all cases, in
the opinion of management, the current value of the underlying property
collateralizing the mortgage loan is in excess of the stated amount of the
mortgage loan. Therefore, in the opinion of management of the Company, each
property on which a mortgage owned by the Company is a lien constitutes adequate
collateral for the related mortgage loan. Accordingly, in the event the owner of
a property fails to make required debt service payments, management believes
that, based upon current value, upon a foreclosure of the mortgage and sale of
the property, the Company would recover its entire investment. However, there
can be no assurance that the current value of the underlying property will be
maintained.
The Company does not have a formal policy regarding the percentage of its assets
that may be invested in any single mortgage, or in any type of mortgage
investment, or regarding the geographic location of properties collateralizing
the mortgages owned by the Company.
3
Real Estate Investing Activities
The Company, from time to time, may purchase equity interests in real property
or it may acquire such an equity interest pursuant to a foreclosure upon a
mortgage in the normal course of business. With respect to such equity interests
in real estate, the Company may acquire and retain title to properties either
directly or through a subsidiary. While no such transactions are presently
pending, the Company would, in appropriate circumstances, consider the expansion
of its business through investments in or acquisitions of other companies
engaged in real estate or mortgage business activities. While the Company has
not previously made acquisitions of real property or managed income-producing
property, its management has had substantial experience in the acquisition and
management of properties and, in particular, multifamily residential properties.
Temporary Investment Activities
The Company has historically invested its excess cash (after meeting its lending
commitments) in commercial paper and certificate of deposits issued by large
commercial banks, and U.S. government securities. The level of such investments
fluctuates based on various factors, including liquidity needs, loan demand and
scheduled repayments of debentures. Cash and short-term investments at December
31, 2000 amounted to $19,476,000, compared to $30,754,000 at December 31, 1999.
Loan Loss Experience
For financial reporting purposes, the Company considers a loan as delinquent or
non-performing when it is contractually past due 90 days or more as to principal
or interest payments. The Company evaluates its portfolio of mortgage loans
based on various factors to determine the need for an allowance for loan losses.
Based on its review, an allowance for loan losses is presently not maintained.
At December 31, 2000 and 1999, the Company did not have any nonperforming assets
or impaired loans.
Sources of Funds
The Company's principal sources of funds have consisted of borrowings (through
the issuance of its subordinated debentures), mortgage repayments and cash flow
generated from ongoing operations. Subordinated debentures outstanding at
December 31, 2000 totaled $57,150,000, compared to $77,400,000 at December 31,
1999.
Employees
At December 31, 2000, the Company employed 12 full-time employees. The employees
are not covered by a collective bargaining agreement and the Company believes
its employee relations are good.
Federal and State Taxation
Commencing in 2000, the Company is filing consolidated Federal and combined New
York State and City income tax returns with its Parent Company on a calendar
year basis. Consolidated returns have the effect of eliminating intercompany
distributions, including dividends, from the computation of consolidated taxable
income for the taxable year in which the distributions occur. Income taxes are
provided as if the Company filed a separate consolidated tax return with its
subsidiaries.
Investment in Subsidiaries
At December 31, 2000
------------------------------------------ Subsidiaries
($ in thousands) % of Equity in Earnings (Loss) for the
Voting Total Underlying Year Ended Dec. 31,
Subsidiary Stock Investment Net Assets 2000 1999 1998
------- ---------- ---------- -----------------------
Intervest Distribution Corporation 100% $ 33 $ 33 $(1) $ 1 $ -
Intervest Realty Servicing Corporation 100% $ 671 $ 671 $18 $15 $19
There were no dividends paid to the Company by its subsidiaries in 2000, 1999 or
1998.
4
Effect of Government Regulation
Investment in mortgages on real properties may be impacted by government
regulation in several ways. Residential properties may be subject to rent
control and rent stabilization laws. As a consequence, the owner of the property
may be restricted in its ability to raise the rents on apartments. If real
estate taxes, fuel costs and maintenance of and repairs to the property were to
increase substantially, and such increases are not offset by increases in rental
income, the ability of the owner of the property to make the payments due on the
mortgage as and when they are due might be adversely affected.
Laws and regulations relating to asbestos have been adopted in many
jurisdictions, including New York City, which require that whenever any work is
undertaken in a property in an area in which asbestos is present, the asbestos
must be removed or encapsulated in accordance with such applicable local and
federal laws and regulations. The cost of asbestos removal or encapsulation may
be substantial, and if there were not sufficient cash flow from the property,
after debt service on mortgages, to fund the required work, and the owner of the
property fails to fund such work from other sources, the value of the property
could be adversely affected, with consequent impairment of the security for the
mortgage.
Laws regulating the storage, disposal and clean up of hazardous or toxic
substances at real property have been adopted at the federal, state and local
levels. Such laws may impose a lien on the real property superior to any
mortgages on the property. In the event such a lien were imposed on any
property, which serves as security for a mortgage owned by the Company, the
security for such mortgage could be impaired.
In addition, as a bank holding company, the Parent Company is extensively
regulated under both Federal and state laws and regulations.
Item 2. Description of Properties
-------------------------
The office of the Company is located in leased premises at 10 Rockefeller Plaza,
New York, N.Y, 10020. The lease expires on September 30, 2004.
Item 3. Legal Proceedings
-----------------
The Company may periodically be party to or otherwise involved in legal
proceedings arising in the normal course of business, such as claims to enforce
liens, claims involving the making and servicing real property loans, and other
issues incident to the Company's business. Management does not believe that
there is any pending or threatened proceeding against the Company which, if
determined adversely, would have a material effect on the business, results of
operations, or financial position of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
5
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
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There is no established trading market for the Company's shares of common stock.
As of December 31, 2000, the Company's outstanding common stock was 100% owned
by the Parent Company.
The payment of dividends by the Company to the Parent Company is subject to
restrictions. The Company cannot declare or pay any dividend or make any
distribution on its capital stock (other than dividends or distributions payable
in capital stock), or purchase, redeem or otherwise acquire or retire for value,
or permit any subsidiary to purchase or otherwise acquire for value, capital
stock of the Company, if at the time of such payment, the Company is not in
compliance with the indentures under which the Company's debentures were issued
The Company declared and paid a $3,000,000 cash dividend to the Parent Company
in 2000. The payment of dividends is determined by the Company's Board of
Directors and in addition to the restrictions noted above, is dependent upon
results of operations and financial condition of the Company, and tax
considerations of both the Company and the Parent Company. The actual amount, if
any, and timing of future dividends will depend on such factors.
Item 6. Selected Financial Data
-----------------------
The table below presents selected consolidated financial data. This data should
be read in conjunction with, and are qualified in their entirety by, the
Consolidated Financial Statements and the Notes thereto, and Management's
Discussion and Analysis of Financial Condition and Results of Operations
included elsewhere in this report.
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At or For The Year Ended December 31,
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($ in thousands) 2000 1999 1998 1997 1996
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Financial Condition Data:
Total assets $74,860 $98,740 $99,605 $95,262 $91,890
Cash and short-term investments 19,476 30,754 27,452 15,622 16,937
Loans receivable, net 51,992 63,290 67,251 74,007 69,366
Subordinated debentures and related interest payable (1) 64,347 84,600 85,791 82,966 79,006
Stockholder's equity 9,269 12,140 11,568 10,522 10,075
Operations Data:
Interest income $8,519 $10,552 $11,743 $10,485 $ 9,843
Gain on early repayment of mortgages receivable 340 369 291 215 282
Other income 415 298 59 31 26
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Total revenues 9,274 11,219 12,093 10,731 10,151
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Interest expense 6,922 8,150 8,510 8,181 7,053
Amortization of deferred debenture offering costs 714 899 891 958 869
General and administrative expenses 1,015 1,118 944 773 948
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Total expenses 8,651 10,167 10,345 9,912 8,870
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Earnings before income taxes and extraordinary item 623 1,052 1,748 819 1,281
Provision for income taxes 288 480 801 373 584
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Income before extraordinary item 335 572 947 446 697
Extraordinary item, net of taxes (2) (206) - - - -
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Net income $ 129 $ 572 $ 947 $ 446 $ 697
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Ratios and Other Data
Ratio of earnings to fixed charges (3) 1.1 1.1 1.2 1.1 1.2
Dividends paid $3,000 $ - $ - $ - $ -
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(1) Includes current portion of obligations.
(2) Represents a charge, net of taxes, in connection with the early retirement of certain debentures.
(3) The ratio of earnings to fixed charges has been computed by dividing earnings (before the provision for
income taxes and fixed charges) by fixed charges. Fixed charges consist of interest expense incurred during the period
and amortization of deferred debenture offering costs.
6
Item 7. Management's Discussion and Analysis of Financial Condition and
----------------------------------------------------------------------
Results of Operations
---------------------
General
Intervest Corporation of New York and its wholly owned subsidiaries, Intervest
Distribution Corporation and Intervest Realty Servicing Corporation (hereafter
referred to as the "Company" on a consolidated basis), is engaged in the real
estate business, including the origination and purchase of real estate mortgage
loans, consisting of first mortgage, junior mortgage and wraparound mortgage
loans.
On March 10, 2000, Intervest Bancshares Corporation (hereafter referred to as
the "Parent Company") acquired all the outstanding capital stock of the Company
in exchange for shares of the Parent Company's Class A common stock. As a result
of the acquisition, the Company became a wholly owned subsidiary of the Parent
Company, which is a bank holding company. Former shareholders of the Company are
officers and directors of both the Company and the Parent Company. The Parent
Company also owns Intervest National Bank, a national bank located in New York,
New York and Intervest Bank, a Florida state-chartered commercial bank with four
banking offices in Clearwater, Florida and one in South Pasadena, Florida.
The Company's results of operations are affected by general economic trends in
real estate markets, as well as by trends in the general economy and the
movement of interest rates. Since the properties underlying the Company's
mortgages are concentrated in the New York City area, the economic conditions in
that area can also have an impact on the Company's operations. The rental
housing market in New York City remains stable and the Company expects that such
properties will continue to appreciate in value with little or no reduction in
occupancy rates.
The Company has historically invested primarily in short-term real estate
mortgage loans secured by income producing real property that mature in
approximately five years. The properties to be mortgaged are personally
inspected by management and mortgage loans are made only on those properties
where management is knowledgeable as to operating income and expense. The
Company generally relies upon management in connection with the valuation of
properties. From time to time, however, it may engage independent appraisers and
other agents to assist in determining the value of income-producing properties
underlying mortgages, in which case the costs associated with such services are
generally paid by the mortgagor. The Company does not finance new construction.
While the Company has not previously made acquisitions of real property, it may
also, from time to time, acquire interests in real property, including fee
interests.
The Company's mortgage portfolio is composed predominantly of mortgages on
multi-family residential properties, most of which are subject to applicable
rent control and rent stabilization statutes and regulations. In both cases, any
increases in rent are subject to specific limitations. As such, properties of
the nature of those constituting the most significant portion of the Company's
mortgage portfolio are not affected by the general movement of real estate
values in the same manner as other income-producing properties.
The prepayment of mortgage loans tends to increase during periods of declining
interest rates and tends to decrease during periods of increasing interest
rates. Certain of the Company's mortgages include prepayment provisions, and
others prohibit prepayment of indebtedness entirely
Comparison of Financial Condition at December 31, 2000 and December 31, 1999
Total assets at December 31, 2000 declined to $74,860,000, from $98,740,000 at
December 31, 1999. The majority of the decrease was due to the retirement of
$24,000,000 in debentures. The retirement of the debentures was funded by cash
and cash equivalents.
Mortgage loans receivable, net of unearned income, amounted to $51,992,000 at
December 31, 2000, compared to $63,290,000 at December 31, 1999. At December 31,
2000 and 1999, the Company did not have any loans on a nonaccrual status. The
Company's policy is to discontinue the accrual of interest income and classify a
loan as nonaccrual when principal or interest is past due 90 days or more and
the loan is not adequately collateralized and in the process of collection, or
when in the opinion of the Company's management, principal or interest is not
likely to be paid in accordance with the terms of the loan.
7
Management's periodic evaluation of the need for or adequacy of the allowance
for loan loss reserves is based on the Company's past loan loss experience,
known and inherent risks in the portfolio, adverse situations that may affect
the borrower's ability to repay (including the timing of future payments), the
estimated value of the underlying collateral and other relevant factors. This
evaluation is inherently subjective as it requires material estimates including
the amounts and timing of future cash flows expected to be received on any
impaired loans that may be susceptible to significant change. An allowance for
loan loss reserves was not maintained at any time during 2000 and 1999. Although
management believes it uses the best information available to make
determinations with respect to the need for an allowance, future adjustments may
be necessary if economic conditions, or other factors, differ from those
assumed. An allowance for loan loss reserves would be established through a
provision charged to operations.
Deferred debenture offering costs, net of accumulated amortization, declined to
$2,397,000 at December 31, 2000, from $3,242,000 at December 31, 1999. The
decline was due to normal amortization as well as the accelerated amortization
of $382,000 of costs in connection with the early retirement of $17,000,000 of
debentures in 2000.
Total liabilities at December 31, 2000 declined to $65,591,000, from $86,600,000
at December 31, 1999. The decline reflected the retirement of debentures.
Subordinated debentures outstanding at December 31, 2000 declined to
$57,150,000, from $77,400,000 at December 31, 1999.
Stockholder's equity declined to $9,269,000 at December 31, 2000, from
$12,140,000 at December 31, 1999. The decrease was due to the payment of a
$3,000,000 cash dividend to the Parent Company, partially offset by net income
for 2000 of $129,000.
Comparison of Results of Operations for the Year Ended December 31,2000 and 1999
The Company had net income of $129,000 in 2000, compared to net income of
$572,000 in 1999. The decline in earnings was primarily due to an extraordinary
charge, net of taxes, of $206,000, in connection with the early retirement of
debentures, as well as a lower level of interest income from mortgage loans.
These items were partially offset by a decline in interest expense on
debentures.
Total interest income was $8,519,000 in 2000, compared to $10,552,000 in 1999.
The decrease of $2,033,000 was due to declines in the average balance of
mortgage loans (due to principal repayments exceeding new originations) and
short-term investments outstanding. These declines were partially offset by
interest rate increases on floating-rate mortgage loans and higher yields earned
on short-term investments.
Total noninterest income was $755,000 in 2000, compared to $667,000 in 1999. The
increase of $88,000 was due to an increase in service fee income received from
Intervest National Bank.
Interest expense on debentures was $6,922,000 in 2000, compared $8,150,000 in
1999. The decrease of $1,228,000 was due to a decline in the average balance of
debentures outstanding (resulting from retirements exceeding new issues), offset
in part by interest rate increases on various floating-rate debentures tied to
the Chase Manhattan Bank prime rate. This rate increased six times from June 30,
1999 to June 30, 2000 for a total of 175 basis points.
Amortization of deferred debenture offering costs was $714,000 in 2000, compared
to $899,000 in 1999. The decrease reflected the retirement of various
debentures.
General and administrative expenses aggregated $1,015,000 in 2000, relatively
unchanged from $1,118,000 in 1999.
The provision for income taxes amounted to $288,000 and $480,000 for 2000 and
1999, respectively. The provision represented 46% of pretax income for each
period.
The extraordinary charge of $206,000 represents $382,000 of unamortized deferred
debenture offering costs that was charged to expense in the second quarter of
2000 in connection with the earlier retirement of debentures, less a related tax
benefit of $176,000.
Comparison of Results of Operations for the Year Ended December 31,1999 and 1998
The Company recorded net income of $572,000 in 1999, compared to $947,000 in
1998. The decline in earnings was primarily due to a lower level of interest
income from mortgage loans and an increase in general and administrative
8
expenses. These items were partially offset by a decline in interest expense on
debentures and a lower provision for income taxes.
Total interest income was $10,552,000 in 1999, compared to $11,743,000 in 1998.
The decrease of $1,191,000 was due to a decline in the average balance of
mortgage loans outstanding (due to principal repayments exceeding new
originations), partially offset by an increase in the average balance of
short-term investments. These factors were partially offset by interest rate
increases on floating-rate mortgage loans and higher yields earned on short-term
investments.
Total noninterest income was $667,000 in 1999, compared to $350,000 in 1998. The
increase of $317,000 was due to $223,000 in fee income received from Intervest
National Bank and a $78,000 increase in income from the early repayment of
mortgages. In June 1999, the Company entered into a service agreement with
Intervest National Bank (a wholly owned subsidiary of the Parent Company) with
respect to providing mortgage loan origination and servicing services to
Intervest National Bank.
Interest expense on debentures was $8,150,000 in 1999, compared $8,510,000 in
1998. The decrease of $360,000 was due to a decline in the average balance of
debentures outstanding (resulting from retirements exceeding new issues) and
lower rates paid on new debentures issued since November 1998. These items were
partially offset by interest rate increases on floating-rate debentures that are
tied to the Chase Manhattan Bank prime rate. This rate increased three times in
1999 for a total of 75 basis points.
Amortization of deferred debenture offering costs was $899,000 in 1999, compared
to $891,000 in 1998.
General and administrative expenses aggregated $1,118,000 in 1999, compared to
$944,000 in 1998. The increase of $174,000 resulted mainly from an increase in
payroll expense, offset in part by the elimination of management fees previously
paid to an affiliate of the Company.
The provision for income taxes amounted to $480,000 and $801,000 for 1999 and
1998, respectively. The provision represented 46% of pretax income for each
period.
Liquidity and Capital Resources
The Company manages its liquidity position on a daily basis to assure that funds
are available to meet operations, lending commitments and the repayment of
debentures. The Company's principal sources of funds have consisted of
borrowings (through the issuance of its subordinated debentures), mortgage
repayments and cash flow generated from ongoing operations. For information
about the cash flows from the Company's operating, investing and financing
activities, see the consolidated statements of cash flows in this report.
In the first half of 2000, the Company repaid $24,000,000 in principal amount of
debentures, plus accrued interest of $3,970,000 to debenture holders. The
Company maintained adequate funds to retire these debentures. During the first
quarter of 2000, the Company paid a cash dividend of $3,000,000 to the Parent
Company. In November of 2000, the Company completed the sale of debentures in
the aggregate principal amount of $3,750,000, which resulted in net proceeds of
$3,500,000 after underwriter's commissions and other issuance costs.
At December 31, 2000, the Company's total commitment to lend aggregated
approximately $3,800,000. The Company considers its current liquidity and
sources of funds sufficient to satisfy its outstanding lending commitments and
its maturing liabilities.
Impact of Inflation and Changing Prices
The financial statements and related financial data concerning the Company
presented herein have been prepared in accordance with generally accepted
accounting principles, which require the measurement of financial position and
operating results in terms of historical dollars without considering changes in
the relative purchasing power of money over time due to inflation.
The primary impact of inflation on the operations of the Company is reflected in
increased operating costs. Virtually all of the assets and liabilities of the
Company are monetary in nature. As a result, changes in interest rates have a
more significant impact on the performance of the Company than do the effects of
changes in the general rate of inflation and changes in prices. Additionally,
9
interest rates do not necessarily move in the same direction or in the same
magnitude as the prices of goods and services.
In a rising rate environment, it is possible that the Company would have to
devote a higher percentage of the interest payments it receives from its
fixed-rate mortgages to meet the interest payments due on variable-rate
Debentures. However, it should be noted that the interest rate on variable-rate
Debentures is limited to a maximum of 12%.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
----------------------------------------------------------
Not Applicable
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
The following consolidated financial statements of the Company are included
herein:
- - Independent Auditors' Report (page 11)
- -------------------------------
- - Consolidated Balance Sheets at December 31, 2000 and 1999 (page 12)
- ------------------------------------------------------------
- - Consolidated Statements of Operations for the Years Ended December 31, 2000,
- ----------------------------------------------------------------------------
1999 and 1998 (page 13)
-------------
- - Consolidated Statements of Changes in Stockholders' Equity for the Years
- --------------------------------------------------------------------------------
Ended December 31, 2000, 1999 and 1998 (page 14)
--------------------------------------
- - Consolidated Statements of Cash Flows for the Years Ended December 31, 2000,
- --------------------------------------------------------------------------------
1999 and 1998 (page 15)
-----------------------
- - Notes to the Consolidated Financial Statements (pages 16 to 23)
- --------------------------------------------------
- Schedule IV - Mortgage Loans on Real Estate (page 24)
- ----------------------------------------------
The following table sets forth information with respect to the composition of
loans receivable at December 31:
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Carrying Carrying Carrying Carrying Carrying
($ in thousands) Value Value Value Value Value
- ------------------------------------------------------------------------------------------------------------------
Commercial real estate and multifamily loans $52,800 $64,119 $68,074 $75,202 $70,601
Deferred loan fees and unamortized discounts (808) (829) (824) (1,195) (1,235)
- ------------------------------------------------------------------------------------------------------------------
Loans receivable, net $51,992 $63,290 $67,250 $74,007 $69,366
- ------------------------------------------------------------------------------------------------------------------
Loans on a nonaccrual status at year end $ - $ - $ - $ - $ -
- ------------------------------------------------------------------------------------------------------------------
Other financial statement schedules and inapplicable periods with respect to
schedules listed above are omitted because the conditions requiring their filing
do not exist or the information required thereby is included in the financial
statements filed, including the notes thereto.
10
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholder
Intervest Corporation of New York
New York, New York:
We have audited the accompanying consolidated balance sheets of
Intervest Corporation of New York and Subsidiaries (the "Company") at
December 31, 2000 and 1999 and the related consolidated statements of
operations, changes in stockholder's equity and cash flows for each of
the years in the three-year period ended December 31, 2000. Our audits
also included the financial statement schedule listed in the exhibit
index as item 14(a)(2). These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
fairly present, in all material respects, the financial position of the
Company at December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the years in the three-year
period ended December 31, 2000 in conformity with generally accepted
accounting principles. Also in our opinion, the schedule referred to
above, when considered in relation to the basic financial statements
taken as a whole, presents fairly, in all material respects, the
information set forth therein.
/s/ Richard A. Eisner & Company, LLP
------------------------------------
Richard A. Eisner & Company, LLP
New York, New York
January 18, 2001
11
Intervest Corporation of New York and Subsidiaries
Consolidated Balance Sheets
At December 31,
-----------------------------
($ in thousands) 2000 1999
--------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and due from banks $ 1,986 $1,535
Short-term investments (note 2) 17,490 29,219
-----------------------------
Total cash and cash equivalents 19,476 30,754
Mortgage loans receivable, net of unearned fees and discount (note 3) 51,992 63,290
Accrued interest receivable 544 646
Income taxes receivable - 320
Fixed assets, net (note 4) 75 96
Deferred debenture offering costs, net (note 5) 2,397 3,242
Other assets 376 392
--------------------------------------------------------------------------------------------------------------------
Total assets $74,860 $98,740
--------------------------------------------------------------------------------------------------------------------
LIABILITIES
Mortgage escrow funds payable $ 828 $1,854
Subordinated debentures payable (note 6) 57,150 77,400
Debenture interest payable at maturity (note 6) 7,197 7,200
Other liabilities 416 146
--------------------------------------------------------------------------------------------------------------------
Total liabilities 65,591 86,600
--------------------------------------------------------------------------------------------------------------------
Commitments and contingencies (notes 4 and11)
STOCKHOLDER'S EQUITY
Common stock (no par value, 100 and 31.84 shares
issued and outstanding, respectively) 2,100 2,000
Class B common stock (no par value, 15.89 shares
issued and outstanding at December 31, 1999) - 100
Additional paid-in-capital 3,509 3,509
Retained earnings (note 7) 3,660 6,531
--------------------------------------------------------------------------------------------------------------------
Total stockholder's equity 9,269 12,140
--------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholder's equity $74,860 $98,740
--------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
12
Intervest Corporation of New York and Subsidiaries
Consolidated Statements of Operations
Year Ended December 31,
---------------------------------------
($ in thousands) 2000 1999 1998
----------------------------------------------------------------------------------------------------------------
REVENUES
Interest and fee income on mortgages $7,576 $ 9,103 $11,106
Interest income on short-term investments 943 1,449 637
-------------------------------------
Total interest income 8,519 10,552 11,743
Gain on early repayment of mortgages 340 369 291
Other income (note 9) 415 298 59
----------------------------------------------------------------------------------------------------------------
Total revenues 9,274 11,219 12,093
----------------------------------------------------------------------------------------------------------------
EXPENSES
Interest on debentures 6,922 8,150 8,510
Amortization of deferred debenture offering costs 714 899 891
General and administrative 1,015 1,118 944
----------------------------------------------------------------------------------------------------------------
Total expenses 8,651 10,167 10,345
----------------------------------------------------------------------------------------------------------------
Income before income taxes and extraordinary item 623 1,052 1,748
Provision for income taxes 288 480 801
-------------------------------------
Income before extraordinary item 335 572 947
Extraordinary item, net of tax (note 6) (206) - -
----------------------------------------------------------------------------------------------------------------
Net income $129 $ 572 $ 947
----------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
13
Intervest Corporation of New York and Subsidiaries
Consolidated Statements of Changes in Stockholder's Equity
Year Ended December 31,
-----------------------------------------
($ in thousands) 2000 1999 1998
-----------------------------------------------------------------------------------------------------------------------------
COMMON STOCK
Balance at beginning of year $ 2,000 $ 2,000 $ 2,000
Retirement of 31.84 shares (2,000) - -
Issuance of 100 shares to Parent Company 2,100 - -
-----------------------------------------------------------------------------------------------------------------------------
Balance at end of year 2,100 2,000 2,000
-----------------------------------------------------------------------------------------------------------------------------
CLASS B COMMON STOCK
Balance at beginning of year 100 100 -
Issuance of 15.89 shares - 100
Retirement of 15.89 shares (100) - -
-----------------------------------------------------------------------------------------------------------------------------
Balance at end of year - 100 100
-----------------------------------------------------------------------------------------------------------------------------
ADDITIONAL PAID-IN-CAPITAL
-----------------------------------------------------------------------------------------------------------------------------
Balance at beginning and end of year 3,509 3,509 3,509
-----------------------------------------------------------------------------------------------------------------------------
RETAINED EARNINGS
Balance at beginning of year 6,531 5,959 5,012
Cash dividend declared and paid to Parent Company (3,000) - -
Net income for the year 129 572 947
-----------------------------------------------------------------------------------------------------------------------------
Balance at end of year 3,660 6,531 5,959
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Total stockholder's equity at end of year $ 9,269 $ 12,140 $11,568
-----------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
14
Intervest Corporation of New York and Subsidiaries
Consolidated Statements of Cash Flows
Year Ended December 31,
-----------------------------------------
($ in thousands) 2000 1999 1998
---------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net income $ 129 $ 572 $ 947
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 21 6 -
Amortization of deferred debenture offering costs 1,096 899 891
Amortization of premiums, fees and discounts, net (451) (292) (598)
Gain on early repayment of mortgage loans (340) (369) (291)
(Decrease) increase in mortgage escrow funds payable (1,026) (181) 418
(Decrease) increase in debenture interest payable at maturity (3) 1,709 525
Change in all other assets and liabilities, net 1,478 (164) 162
--------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 904 2,180 2,054
--------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Principal repayments of mortgage loans receivable 39,164 41,740 49,137
Originations and purchases of mortgage loans receivable (27,846) (37,120) (41,494)
Purchases of premises and equipment, net - (102) -
--------------------------------------------------------------------------------------------------------------------------
Net cash provided by investing activities 11,318 4,518 7,643
--------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from issuance of debentures, net of offering costs 3,500 6,604 4,533
Principal repayments of debentures (24,000) (10,000) (2,500)
Dividends paid to Parent Company (3,000) - -
Proceeds from issuance of stock - - 100
--------------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities (23,500) (3,396) 2,133
--------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (11,278) 3,302 11,830
Cash and cash equivalents at beginning of year 30,754 27,452 15,622
--------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $19,476 $30,754 $27,452
--------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES Cash paid (received) during the year for:
Interest $ 6,925 $ 6,442 $ 7,985
Income taxes (340) 780 657
---------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
15
Intervest Corporation of New York and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2000, 1999 and 1998
- --------------------------------------------------------------------------------
1. Description of Business and Summary of Significant Accounting Policies
Description of Business
Intervest Corporation of New York and Subsidiaries (the "Company") is
engaged in the real estate business, including the origination and
purchase of real estate mortgage loans on income producing properties.
On March 10, 2000, Intervest Bancshares Corporation (hereafter referred
to as the "Parent Company") acquired all the outstanding capital stock
of the Company in exchange for shares of the Parent Company's Class A
common stock. As a result of the acquisition, the Company became a
wholly owned subsidiary of the Parent Company, which is a bank holding
company. Former shareholders of the Company are officers and directors
of both the Company and the Parent Company.
Principles of Consolidation, Basis of Presentation and Use of Estimates
The consolidated financial statements include the accounts of Intervest
Corporation of New York and its wholly owned subsidiaries, Intervest
Distribution Corporation and Intervest Realty Servicing Corporation.
All material intercompany accounts and transactions have been
eliminated in consolidation. Certain reclassifications have been made
to prior year amounts to conform to the current year's presentation.
In preparing the consolidated financial statements, management is
required to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and disclosure of contingent
liabilities, as of the date of the financial statements and revenues
and expenses during the reporting periods. Actual results could differ
from those estimates. Material estimates that are particularly
susceptible to significant change in the near term relate to the
determination of the allowance for loan loss reserves.
Cash Equivalents
For purposes of the statements of cash flows, cash equivalents include
short-term investments that have maturities of three months or less
when purchased.
Mortgage Loans Receivable
Loans are stated at their outstanding principal balances, net of any
deferred fees or costs on originated loans and unamortized discounts on
purchased loans. Interest income is accrued on the unpaid principal
balance. Discounts are amortized to income over the life of the related
receivables using the constant interest method. Loan origination fees
net of certain direct origination costs are deferred and recognized as
an adjustment of the yield of the related loans.
Allowance for Loan Losses
An allowance for loss related to loans that are impaired is based on
discounted cash flows using the loan's initial effective interest rate
or the fair value of the collateral. Management's periodic evaluation
of the need for, or adequacy of the allowance is based on the Company's
past loan loss experience, known and inherent risks in the portfolio,
adverse situations that may affect the borrower's ability to repay
(including the timing of future payments), the estimated value of the
underlying collateral and other relevant factors. This evaluation is
inherently subjective as it requires material estimates including the
amounts and timing of future cash flows expected to be received on any
impaired loans that may be susceptible to significant change. For
financial reporting purposes mortgages are deemed to be delinquent when
payment of either principal or interest is more than 90 days past due.
16
Intervest Corporation of New York and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2000, 1999 and 1998
- --------------------------------------------------------------------------------
1. Description of Business and Summary of Significant Accounting Policies,
Continued
Fixed Assets
Fixed assets are carried at cost net of accumulated depreciation.
Depreciation is computed using the straight-line method over the
estimated useful life of the asset. Maintenance, repairs and minor
improvements are charged to operating expense as incurred
Deferred Debenture Offering Costs
Costs relating to offerings of debentures are amortized over the terms
of the debentures. Deferred debenture offering costs consist primarily
of underwriters' commissions.
Income Taxes
Under SFAS No. 109, "Accounting for Income Taxes," deferred tax assets
and liabilities are recognized for the estimated future tax
consequences attributable to temporary differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in
the year in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax law or rates is recognized in income in the period
that includes the enactment date of change. A valuation allowance is
recorded if it is more likely than not that some portion or all of the
deferred tax assets will not be realized based on a review of available
evidence.
Off-Balance Sheet Financial Instruments
In the ordinary course of business, the Company enters into off-balance
sheet financial instruments consisting of commitments to extend credit.
Such financial instruments are recorded in the consolidated financial
statements when they are funded and related fees are recorded when
incurred or received.
2. Short-Term Investments
At December 31, 2000, short-term investments was comprised of bank
commercial paper. At December 31, 1999, short-term investments was
comprised of bank commercial paper and U.S. government agency
securities.
3. Mortgage Loans Receivable
Mortgage loans receivable are summarized as follows:
At December 31, 2000 At December 31, 1999
-------------------- --------------------
($ in thousands) # of loans Amount # of loans Amount
--------------------------------------------------------------------------------------------------
Residential multifamily loans 27 $46,553 35 $49,251
Commercial real estate loans 7 6,247 15 14,868
--------------------------------------------------------------------------------------------------
Loans receivable 34 52,800 50 64,119
--------------------------------------------------------------------------------------------------
Deferred loan fees and discount (808) (829)
--------------------------------------------------------------------------------------------------
Loans receivable, net $51,992 $63,290
--------------------------------------------------------------------------------------------------
17
Intervest Corporation of New York and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2000, 1999 and 1998
- --------------------------------------------------------------------------------
3. Mortgage Loans Receivable, Continued
At December 31, 2000, the loan portfolio consisted of $42,744,000 and
$10,056,000 of first mortgage loans and junior mortgage loans,
respectively. These loans were comprised of $17,977,000 of fixed-rate
loans and $34,823,000 of adjustable-rate loans.
At December 31, 2000, effective interest rates on mortgages ranged from
7.68% to 16.73%. Many of the mortgage loans have an interest rate floor
which resets upward along with any increase in the loan's interest
rate. This feature reduces the loan's interest rate exposure to periods
of declining interest rates.
During 2000, 1999 and 1998, certain mortgages were repaid in full prior
to their maturity date. The prepayments resulted in the recognition of
unearned fees and discount associated with such loans, as well as the
receipt of prepayment penalties in certain cases. For 2000, 1999 and
1998, income associated with the prepayments of mortgages was $340,000,
$369,000 and $291,000, respectively.
Credit risk, which represents the possibility of the Company not
recovering amounts due from its borrowers, is significantly related to
local economic conditions in the areas the properties are located, as
well as the Company's underwriting standards. Economic conditions
affect the market value of the underlying collateral as well as the
levels of occupancy of income-producing properties (such as office
buildings, shopping centers and rental and cooperative apartment
buildings).
The geographic distribution of the properties that collateralize the
loan portfolio is summarized as follows:
At December 31, 2000 At December 31, 1999
-------------------- --------------------
($ in thousands) Amount % of Total Amount % of Total
--------------------------------------------------------------------------------------
New York $42,193 79.9% $49,334 76.9%
Connecticut 187 0.4 4,180 6.5
Pennsylvania - - 3,360 5.3
Florida 7,820 14.8 3,128 4.9
North Carolina 2,068 3.9 2,172 3.4
New Jersey - - 1,377 2.1
All other 532 1.0 568 0.9
-------------------------------------------------------------------------------------
$52,800 100.0% $64,119 100.0%
-------------------------------------------------------------------------------------
The table below shows the scheduled contractual principal repayments of the loan
portfolio at December 31, 2000:
($ in thousands)
---------------------------------------------------------------------------------------
For the year ended December 31, 2001 $19,884
For the year ended December 31, 2002 9,923
For the year ended December 31, 2003 628
For the year ended December 31, 2004 4,815
For the year ended December 31, 2005 2,905
Thereafter 14,645
---------------------------------------------------------------------------------------
$52,800
---------------------------------------------------------------------------------------
At December 31, 2000, $17,172,000 of loans with adjustable rates and $15,743,000
of loans with fixed rates were due after one year. At December 31, 2000 and
1999, the Company did not have any loans on a nonaccrual status or impaired. An
allowance for loan losses was not maintained during 2000 and 1999.
18
Intervest Corporation of New York and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2000, 1999 and 1998
- --------------------------------------------------------------------------------
4. Fixed Assets, Lease Commitments and Rental Expense
Fixed assets is summarized as follows:
At December 31,
($ in thousands) 2000 1999
-------------------------------------------------------------------------------------
Furniture, fixtures and equipment $ 44 $ 44
Automobiles 58 58
-------------------------------------------------------------------------------------
Total cost 102 102
------------------------------------------------------------------------------------
Less accumulated deprecation (27) (6)
-------------------------------------------------------------------------------------
Fixed assets, net $ 75 $ 96
-------------------------------------------------------------------------------------
The Company occupies its office space under a lease which terminates on
September 30, 2004. In addition to minimum rents, the Company is
required to pay its proportionate share of increases in the building's
real estate taxes and costs of operation and maintenance as additional
rent. Rent expense amounted to $179,000 in 2000 and $177,000 in 1999
and 1998. The Company shares its rented space with affiliates who were
charged rent of $1,000 in 2000 and 1999, and $71,000 in 1998. The
Company's future minimum annual lease payments under the office lease
at December 31, 2000, are as follows: $192,000 in 2001; $192,000 in
2002; $192,000 in 2003; and $143,000 in 2004 for an aggregate of
$719,000.
5. Deferred Debenture Offering Costs
Deferred debenture offering costs are summarized as follows:
At December 31,
---------------
($ in thousands) 2000 1999
-------------------------------------------------------------------------------------
Deferred debenture offering costs $4,670 $6,595
Less accumulated amortization (2,273) (3,353)
-------------------------------------------------------------------------------------
Deferred debenture offering costs, net $2,397 $3,242
-------------------------------------------------------------------------------------
6. Subordinated Debentures Payable and Extraordinary Item
The following table summarizes debenture payable.
At December 31,
----------------
($ in thousands) 2000 1999
------------------------------------------------------------------------------------------------
Series 06/29/92 - interest at 2% above prime - due April 1, 2000 $ - $ 7,000
Series 09/13/93 - interest at 2% above prime - due October 1, 2001 - 8,000
Series 01/28/94 - interest at 2% above prime - due April 1, 2002 - 4,500
Series 10/28/94 - interest at 2% above prime - due April 1, 2003 - 4,500
Series 05/12/95 - interest at 2% above prime - due April 1, 2004 9,000 9,000
Series 10/19/95 - interest at 2% above prime - due October 1, 2004 9,000 9,000
Series 05/10/96 - interest at 2% above prime - due April 1, 2005 10,000 10,000
Series 10/15/96 - interest at 2% above prime - due October 1, 2005 5,500 5,500
Series 04/30/97 - interest at 1% above prime - due October 1, 2005 8,000 8,000
Series 11/10/98 - interest at 8% fixed - due January 1, 2001 1,400 1,400
Series 11/10/98 - interest at 81/2% fixed - due January 1, 2003 1,400 1,400
Series 11/10/98 - interest at 9% fixed - due January 1, 2005 2,600 2,600
Series 06/28/99 - interest at 8% fixed - due July 1, 2002 2,500 2,500
Series 06/28/99 - interest at 81/2% fixed - due July 1, 2004 2,000 2,000
Series 06/28/99 - interest at 9% fixed - due July 1, 2006 2,000 2,000
Series 09/18/00 - interest at 8% fixed - due January 1, 2004 1,250 -
Series 09/18/00 - interest at 81/2% fixed - due January 1, 2006 1,250 -
Series 09/18/00 - interest at 9% fixed - due January 1, 2008 1,250 -
------------------------------------------------------------------------------------------------
$57,150 $77,400
------------------------------------------------------------------------------------------------
19
Intervest Corporation of New York and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2000, 1999 and 1998
- --------------------------------------------------------------------------------
6. Subordinated Debentures Payable and Extraordinary Item , Continued
The "Prime" in the preceding table refers to the prime rate of Chase
Manhattan Bank, which was 9.5% on December 31, 2000, and 8.5% at
December 31, 1999.
On March 1, 2000, Series 6/29/92 debentures totaling $7,000,000 in
principal and maturing on April 1, 2000 were redeemed for outstanding
principal plus accrued interest of $1,435,000. In the second quarter of
2000, Series 9/13/93, 1/28/94 and 10/28/94 debentures maturing on
October 1, 2001, April 1, 2002 and April 1, 2003, respectively, were
redeemed for outstanding principal aggregating $17,000,000 plus accrued
interest totaling $2,535,000. In connection with these early
redemptions, approximately $382,000 of unamortized deferred debenture
offering costs, net of a tax benefit of $176,000, was charged to
expense and reported as an extraordinary item in 2000.
The Series 5/12/95, 10/19/95, 5/10/96, 10/15/96 and 4/30/97 debentures
have a maximum interest rate of 12%. Interest on an aggregate of
$6,540,000 of these debentures is accrued and compounded quarterly, and
is due and payable at maturity. The payment of interest on the
remaining debentures is made quarterly. Any debenture holder in the
aforementioned Series whose interest accrues and is due at maturity may
at any time elect to receive the accrued interest and subsequently
receive regular payments of interest.
The Series 11/10/98, 6/28/99 and 9/18/00 debentures accrue and compound
interest quarterly, with such interest due and payable at maturity. The
holders of these debentures can require the Company to repurchase the
debentures for face amount plus accrued interest each year beginning on
July 1, 2001, July 1, 2002 and January 1, 2004, respectively, provided,
however that in no calendar year will the Company be required to
purchase more than $100,000 in principal amount of each maturity of
debentures, on a non-cumulative basis.
All the debentures may be redeemed, in whole or in part, at any time at
the option of the Company, for face value, except for Series 9/18/00
debentures, which would be at a premium of 1% if the redemption is
prior to January 1, 2002. All the debentures are unsecured and
subordinate to all present and future senior indebtedness, as defined.
Scheduled contractual maturities of debentures as of December 31, 2000
are summarized as follows:
($ in thousands) Principal Accrued Interest
---------------------------------------------------------------------------------------------------
For the year ended December 31, 2001 $1,400 $1,233
For the year ended December 31, 2002 2,500 295
For the year ended December 31, 2003 1,400 265
For the year ended December 31, 2004 21,250 3,418
For the year ended December 31, 2005 26,100 1,682
Thereafter 4,500 304
---------------------------------------------------------------------------------------------------
$57,150 $7,197
---------------------------------------------------------------------------------------------------
7. Dividend Restriction
The payment of dividends by the Company to the Parent Company is
subject to restrictions. The Company cannot declare or pay any dividend
or make any distribution on its capital stock (other than dividends or
distributions payable in capital stock), or purchase, redeem or
otherwise acquire or retire for value, or permit any subsidiary to
purchase or otherwise acquire for value, capital stock of the Company,
if at the time of such payment, the Company is not in compliance with
the indentures under which the Company's debentures were issued. The
Company declared and paid a $3,000,000 cash dividend to the Parent
Company in 2000.
20
Intervest Corporation of New York and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2000, 1999 and 1998
- --------------------------------------------------------------------------------
8. Profit Sharing Plan
In 2000, the Company established a tax-qualified, profit sharing plan
and trust in accordance with the provisions of Section 401(k) of the
Internal Revenue Code. The plan is available to each of the Company's
employees who elects to participate after meeting certain
length-of-service requirements. The Company's contributions to the
profit sharing plans are discretionary and vest to the employees over a
period of time. Total Company contributions to the plan for 2000 was
approximately $1,000.
9. Related Party Transactions
The Company participates with Intervest Bank and Intervest National
Bank (wholly owned subsidiaries of the Parent Company) in certain
mortgage loans. The balances of the Company's participation in these
mortgages were $2,629,000 and $7,747,000 at December 31, 2000 and 1999,
respectively.
The Company entered into a service agreement in June 1999, with
Intervest National Bank with respect to providing mortgage loan
origination and servicing services to Intervest National Bank. The
Company received $278,000 and $224,000 from Intervest National Bank for
2000 and 1999, respectively, in connection with this service agreement.
These amounts are included in other income in the consolidated
statements of operations.
The Company has short-term investments and noninterest-bearing deposit
accounts with Intervest Bank and Intervest National Bank totaling
approximately $554,000 at December 31, 2000 and $6,088,000 at December
31, 1999.
In connection with the placement of subordinated debentures in 1998 and
2000, Intervest Securities Corporation, an affiliate of the Company,
received commissions and fees aggregating $34,000 in 2000, $35,700 in
1999 and $258,300 in 1998.
Prior to January 1, 1999, the Company utilized personnel and other
facilities of affiliated entities and was charged service fees for
general and administrative expenses for placing mortgages, servicing
mortgages and distributing debenture interest checks. Such fees
amounted to $295,000 in 1998.
The Company acquired furniture, fixtures and equipment in 1999
aggregating $40,000 from an affiliate of the Company.
10. Income Taxes
Commencing in 2000, the Company is filing consolidated Federal and
combined New York State and City income tax returns with its Parent
Company on a calendar year basis. Consolidated returns have the effect
of eliminating intercompany distributions, including dividends, from
the computation of consolidated taxable income for the taxable year in
which the distributions occur. Income taxes are provided as if the
Company filed a separate consolidated tax return with its
subsidiaries.
At December 31, 2000 and 1999, the Company's net deferred tax asset was
$10,000 and $24,000, respectively. The asset relates to the unrealized
benefit for: net temporary differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases that will result in future tax deductions. A
valuation allowance was not maintained at any time during 2000 and
1999.
21
Intervest Corporation of New York and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2000, 1999 and 1998
- --------------------------------------------------------------------------------
10. Income Taxes, Continued
Total income tax expense (benefit) is allocated as follows:
For the Year Ended December 31,
--------------------------------
($ in thousands) 2000 1999 1998
---------------------------------------------------------------------------------------------
Income before extraordinary item $288 $480 $801
Extraordinary item (176) - -
---------------------------------------------------------------------------------------------
$112 $480 $801
Income tax expense attributable to income before extraordinary item consists of
the following:
($ in thousands) Current Deferred Total
-----------------------------------------------------------------------------------------------
Year Ended December 31, 2000:
-----------------------------
Federal $189 $10 $199
State and Local 85 4 89
-----------------------------------------------------------------------------------------------
$274 $14 $288
-----------------------------------------------------------------------------------------------
Year Ended December 31, 1999:
-----------------------------
Federal $284 $ 4 $288
State and Local 190 2 192
-----------------------------------------------------------------------------------------------
$474 $ 6 $480
-----------------------------------------------------------------------------------------------
Year Ended December 31, 1998:
-----------------------------
Federal $475 $ 6 $481
State and Local 316 4 320
-----------------------------------------------------------------------------------------------
$791 $10 $801
-----------------------------------------------------------------------------------------------
The components of deferred tax expense are summarized as follows:
For the Year Ended December 31,
-------------------------------
($ in thousands) 2000 1999 1998
------------------------------------------------------------------------------------------------
Debenture underwriting commissions $ - $ 3 $ 6
Deferred loan fees and discount 16 3 4
Depreciation (2) - -
------------------------------------------------------------------------------------------------
$14 $6 $ 10
------------------------------------------------------------------------------------------------
The tax effects of the temporary differences that give rise to the deferred tax
asset are summarized as follows:
At December 31,
----------------
2000 1999
($ in thousands)
-------------------------------------------------------------------------------------------
Deferred loan fees and discount $8 $24
Depreciation 2 -
-------------------------------------------------------------------------------------------
$10 $24
-------------------------------------------------------------------------------------------
A reconciliation between the statutory federal income tax rate and the Company's
effective tax rate follows:
For the Year Ended December 31,
-------------------------------
($ in thousands) 2000 1999 1998
----------------------------------------------------------------------------------------------
Tax provision at statutory rate 34.0% 34.0% 34.0%
Increase (decrease) in taxes resulting from:
State and local income taxes, net of Federal benefit 12.1 12.2 12.2
All other 0.1 (0.6) (0.4)
----------------------------------------------------------------------------------------------
46.2% 45.6% 45.8%
------------------------------------------------------------------------------------------
22
Intervest Corporation of New York and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2000, 1999 and 1998
- --------------------------------------------------------------------------------
11. Commitments and Contingencies
Effective July 1, 1995, the Company entered into an employment
agreement with its Executive Vice-President, who is also a director and
shareholder of the Parent Company, for a term of ten years at an annual
salary in the present amount of $167,279, which is subject to increase
annually by six percent or by the percentage increase in the consumer
price index, if higher. In the event of the executive's death or
disability, one-half of this amount will continue to be paid for a term
as defined in the agreement. Effective August 3, 1998, the Company
modified the aforementioned employment agreement to provide for
additional compensation of $1,000 per month for each $10,000,000 of
gross assets of the Company in excess of $100,000,000.
The Company issues commitments to extend credit in the normal course of
business, which may involve, to varying degrees, elements of credit and
interest rate risk in excess of the amounts recognized in the
consolidated balance sheets. Commitments to extend credit are
agreements to lend funds under specified conditions. Such commitments
generally have fixed expiration dates or other termination clauses and
may require payment of fees. Since some of the commitments are expected
to expire without being drawn upon, the total commitment amount does
not necessarily represent future cash requirements. At December 31,
2000, commitments to extend credit amounted to $3,800,000.
The Company is periodically party to or otherwise involved in legal
proceedings arising in the normal course of business, such as claims to
enforce liens, claims involving the making and servicing of mortgage
loans, and other issues incident to the Company's business. Management
does not believe that there is any pending or threatened proceeding
against the Company which, if determined adversely, would have a
material effect on the business, results of operations, or financial
position of the Company.
12. Estimated Fair Value of Financial Instruments
The Company considers the carrying amounts presented for mortgages
receivable and subordinated debentures payable on the consolidated
balance sheets to be reasonable approximations of fair value. The
Company's variable or floating interest rates on large portions of its
receivables and payables approximate those which would prevail in
current market transactions. The fixed interest rates on the Company's
mortgages receivable and debentures payable also approximate current
market rates.
Considerable judgment is necessarily required in interpreting market
data to develop the estimates of fair value, and accordingly, the
estimates are not necessarily indicative of the amounts that the
Company could realize in a current market transaction. The fair value
estimates also do not reflect any additional premium or discount that
could result from offering for sale, at one time, the Company's entire
holdings of a particular financial instrument, nor estimated
transaction costs. Further, the tax ramifications related to the
realization of unrealized gains and losses can have a significant
effect on and have not been considered in the fair value estimates.
Finally, fair value estimates do not attempt to estimate the value of
anticipated future business and the Company's customer relationships.
23
INTERVEST CORPORATION OF NEW YORK
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
as of DECEMBER 31, 2000
Effective Stated Final Face Carrying
Interest Interest Maturity Payment Prior Amount of Amount of Prepayment Penalty/
Description Rate Rate Date Terms Liens Mortgage Mortgage Other Fees
- -----------------------------------------------------------------------------------------------------------------------------------
Commercial first Mortgages
Office Buildings
New City, New York 12.15% 6.20% 12/08/10 Y $ $ 170,000 $ 128,000 none
Restaurants
Decatur and
Jonesboro, Georgia 12.82% 8.50% 4/1/13 M 426,000 345,000 none
Manassas, Virginia 12.69% 6.50% 12/01/05 Y 107,000 90,000 0.50%
Irondequoint, New York 12.34% 7.20% 12/01/12 Y 223,000 174,000 1.00%
Hotel
New York, New York 9.63% 9.00% 2/01/04 M 3,170,000 3,121,000 3% prior to 2/02, 2% prior
to 2/03, 1% prior to 2/04
Retail
Yonkers, New York 12.98% 12.50% 1/01/01 M 1,907,000 1,906,000 0.50%
Wappingers Falls, New York 8.90% 8.63% 2/1/04 M 245,000 243,000 none
Residential first Mortgages
Rental Apartment Buildings
Bronx, New York 10.71% 10.00% 7/01/06 M 588,000 574,000 none
Bronx, New York 11.28% 11.00% 11/01/12 M 1,983,000 1,955,000 none
Charlotte, North Carolina 12.66% 11.50% 2/01/01 M 2,068,000 2,066,000 1.00%
Bronx, New York 13.75% 13.75% 1/1/10 M 1,288,000 1,288,000 not prepayable until 2/1/05
Bronx, New York 12.75% 12.75% 1/1/11 M 1,029,000 1,029,000 no prepayment permitted
New York, New York 11.28% 11.00% 5/29/03 M 628,000 625,000 2% until 5/02 then 1%
Bronx, New York 14.40% 13.00% 6/1/13 M 665,000 546,000 no prepayment permitted
Bronx, New York 13.10% 12.75% 11/1/11 M 1,710,000 1,684,000 not prepayable until 1/1/03
Bronx, New York 13.50% 13.50% 11/1/13 M 3,442,000 3,442,000 no prepayment permitted
Opa Locka , Florida 13.57% 11.50% 2/15/01 M 2,785,000 2,778,000 1.00%
New York, New York 9.10% 8.63% 10/1/02 M 6,261,000 6,216,000 2.0% until 10/01 then 1.0%
New York, New York 8.49% 8.00% 3/30/02 M 925,000 920,000 1.00%
New York, New York 7.68% 7.50% 11/1/04 M 1,400,000 1,393,000 none
Hartford , Connecticut 13.50% 13.50% 12/18/00 M 186,000 186,000 1.00%
New York, New York 7.97% 7.63% 10/1/02 M 684,000 681,000 none
New York, New York 12.80% 11.50% 2/01/02 M 1,764,000 1,742,000 1.00%
Brooklyn, New York 13.23% 10.50% 10/1/01 M 2,669,000 2,620,000 1.50%
New York, New York 8.88% 8.88% 11/1/01 M 225,000 225,000 none
New York, New York 8.88% 8.88% 11/1/01 M 75,000 75,000 none
New York, New York 15.42% 11.50% 9/1/01 M 5,250,000 5,128,000 1.13%
Bronx, New York 12.75% 12.75% 8/1/02 M 871,000 871,000 not prepayable until balance
is under $200,000
Residential Junior Mortgages
Rental Apartment Buildings
Miami, Florida 11.92% 10.50% 7/01/01 M 2,992,000 1,939,000 1,926,000 1.00%
Miami, Florida (1) 12.07% 10.50% 7/01/01 M 3,097,000 3,073,000 1.00%
New York, New York 9.09% 8.00% 5/27/01 M 2,659,000 1,934,000 1,925,000 1.00%
New York, New York 16.73% 11.50% 1/14/02 M 1,564,000 139,000 133,000 1.00%
New York, New York 9.27% 8.63% 10/1/02 M 6,261,000 149,000 148,000 2% prior to 10/1, then 1%
New York, New York 12.26% 11.50% 10/1/05 M 3,396,000 2,798,000 2,736,000 5% prior to 10/01, 4% prior
to 10/02, 3% prior to 10/03
2% prior to 10/4, then 1%
---------------------------------------
TOTAL $ 16,872,000 $ 52,800,000 $51,992,000
=======================================
Notes:
(Y) Yearly principal and interest payments.
(M) Monthly principal and interest payments.
(1) Prior lien amount included in preceding mortgage.
24
INTERVEST CORPORATION OF NEW YORK
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE (continued)
The following summary reconciles mortgages receivable at their carrying value
Year Ended December 31,
-------------------------------------
2000 1999 1998
-------------------------------------
Balance at beginning of period $ 63,290,000 $ 67,250,000 $ 74,007,000
Additions during period
Mortgages originated and acquired 27,846,000 37,120,000 41,494,000
Deductions during period
Collections of principal, net of amortization of (39,144,000) (41,080,000) (48,251,000)
fees and discounts
--------------------------------------------
Balance at end of period $ 51,992,000 $ 63,290,000 $ 67,250,000
--------------------------------------------
25
Item 9. Changes in and Disagreements with Accountants on Accounting and
- --------------------------------------------------------------------------------
Financial Disclosure
- --------------------
None
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
The current directors and executive officers of the Company are as follows:
Lawrence G. Bergman, age 56, serves as a Director, and as Vice President
and Secretary of the Company and has served in such capacities since the Company
was organized in 1987. Mr. Bergman received a Bachelor of Science degree and a
Master of Engineering (Electrical) degree from Cornell University, and a Master
of Science in Engineering and a Ph.D. degree from The Johns Hopkins University.
Mr. Bergman is also a Director, Vice-President and Secretary of Intervest
Bancshares Corporation, the Parent Company, Director and a member of the Loan
Committee of Intervest National Bank and Co-Chairman of the Board of Directors
and a member of the Loan Committee of Intervest Bank, a Florida state-chartered
bank, both of which banks are wholly owned subsidiaries of Intervest Bancshares
Corporation.
Michael A. Callen, age 60, serves as a Director of the Company, and has
served in such capacity since October, 1992. Mr. Callen received a Bachelor of
Arts degree from the University of Wisconsin in Economics and Russian. Mr.
Callen is President of Avalon Argus Associates, a financial consulting firm.
Previously, Mr. Callen had been Senior Advisor, The National Commercial Bank,
Jeddah, Kingdom of Saudi Arabia and was a Director and Sector Executive at
Citicorp/Citibank , responsible for corporate banking activities in North
America, Europe and Japan. Mr. Callen is a Director of Intervest Bancshares
Corporation and Intervest National Bank, and also serves as a Director of AMBAC,
Inc.
Jerome Dansker, age 82, serves as a Director and as Executive Vice
President of the Company, and has served in such capacity since November, 1993.
Mr. Dansker became Chairman of the Board of Directors in June, 1996. Mr. Dansker
received a Bachelor of Science degree from the New York University School of
Commerce, Accounts and Finance, a law degree from the New York University School
of Law, and is admitted to practice as an attorney in the State of New York. Mr.
Dansker is a Director, Chairman of the Board and Executive Vice President of
Intervest Bancshares Corporation. He is also Chairman of the Board of Directors
and Chairman of the Loan Committee of Intervest National Bank and Director and
Chairman of the Loan Committee of Intervest Bank.
Lowell S. Dansker, age 50, serves as a Director, and as President and
Treasurer of the Company, and has served in such capacities since the Company
was organized in 1987. Mr. Dansker received a Bachelor of Science in Business
Administration from Babson College, a law degree from the University of Akron
School of Law, and is admitted to practice as an attorney in New York, Ohio,
Florida and the District of Columbia. Mr. Dansker is also a Director, President
and Treasurer of Intervest Bancshares Corporation, Chief Executive Officer,
Director and a member of the Loan Committee of Intervest National Bank and
Co-Chairman of the Board of Directors and a member of the Loan Committee of
Intervest Bank.
Wayne F. Holly, age 44, serves as a Director of the Company and has served
in such capacity since June, 1999. Mr. Holly received a Bachelor of Science
degree in Economics from Alfred University. Mr. Holly is President of Sage,
Rutty & Co., Inc., a member of the Boston Stock Exchange, with offices in
Rochester, New York and Canandaigua, New York, and is also a Director of
Intervest Bancshares Corporation and Intervest National Bank.
Edward J. Merz, age 69, serves as a Director of the Company and has served
in such capacity since February, 1998. Mr. Merz received a Bachelor of Business
Administration from City College of New York and is a graduate of the Stonier
School of Banking at Rutgers University. Mr. Merz is Chairman of the Board of
Directors of the Suffolk County National Bank of Riverhead and of its parent,
Suffolk Bancorp. and has been an officer and director of those companies for
more than five years. He is also a director of Intervest Bancshares Corporation
and Intervest National Bank.
26
Lawton Swan, III, age 58, serves as a Director of the Company, and has
served in such capacity since February, 2000. Mr. Swan received a Bachelor of
Science degree from Florida State University in Business Administration and
Insurance. Mr. Swan is President of Interisk Corporation, a consulting firm
specializing in risk management and employee benefit plans, which he founded in
1978. He is also a director of Intervest Bancshares Corporation, Intervest
National Bank and Intervest Bank.
Thomas E. Willett, age 53, serves as a Director of the Company, and has
served in such capacity since March, 1999. Mr. Willett received a Bachelor of
Science Degree from the United States Air Force Academy and a law degree from
Cornell University School of Law. Mr. Willett has been a partner of Harris Beach
LLP, a law firm in Rochester, New York, for more than five years and is a
director of Intervest Bancshares Corporation and Intervest National Bank.
David J. illmott, age 62, serves as a Director of the Company, and has
served in such capacity since June, 1989. Mr. Willmott is a graduate of Becker
Junior College and attended New York University Extension and Long Island
University Extension of Southampton College. Mr. Willmott is the Editor and
Publisher of Suffolk Life Newspapers, which he founded more than 25 years ago.
Mr. Willmott is also a Director of Intervest Bancshares Corporation and
Intervest National Bank.
Wesley T. Wood, ge 58, serves as a Director of the Company, and has served
in such capacity since April, 1992. Mr. Wood received a Bachelor of Science
degree from New York University, School of Commerce. Mr. Wood is President of
Marketing Capital Corporation, an international marketing consulting and
investment firm which he founded in 1973. He is also a Director of Intervest
Bancshares Corporation and Intervest National Bank, a Director of the Center of
Direct Marketing at New York University, a member of the Marketing Committee at
Fairfield University in Connecticut, and a Trustee of St. Dominics in Oyster
Bay, New York.
All of the directors of the Company have been elected to serve as directors
until the next annual meeting of the Company's shareholders. Each of the
officers of the Company has been elected to serve as an officer until the next
annual meeting of the Company's directors.
Mr. Bergman's wife is the sister of Lowell S. Dansker and Jerome Dansker is
the father of Lowell S. Dansker and Mrs. Bergman.
Item 11. Executive Compensation
----------------------
Each of the directors receives a fee of $250 for each meeting of the Board of
Directors he attends.
Effective as of July 1, 1995, the Company entered into an employment agreement
with Mr. Jerome Dansker, its Chairman and Executive Vice President. The
agreement is for a term of ten years and provides for the payment of an annual
salary in the present amount of $167,278, which is subject to increase annually
by six percent or by the percentage increase in the consumer price index, if
higher. The agreement also provides for the payment of unused vacation time,
monthly expense account payments, the use of a car and medical benefits. In the
event of Mr. Dansker's death or disability, monthly payments of one-half of the
amount which otherwise would have been paid to Mr. Dansker will continue until
the greater of (i) the balance of the term of employment, or (ii) three years.
Effective August 3, 1998, the Company modified the employment agreement to
provide for additional compensation of $1,000 per month for each $10,000,000 of
gross assets of the Company in excess of $100,000,000.
27
The following table sets forth information concerning total compensation paid
during the last three years to the Company's Chairman and Executive Vice
President. No other executive officer of the Company received annual
compensation in excess of $100,000.
SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
--------------------------------------------------------------------------------
Other Annual
Name and Principal Position Year Salary Bonuses Compensation Awards Pay-Outs
--------------------------------------------------------------------------------------------------------------------------
Jerome Dansker,
Chairman and Executive Vice President 2000 $157,810 $ - $1,300 $ - $ -
1999 $167,414 $ 9,305 $1,550 $ - $ -
1998 $152,739 $100,000 $ - $ - $ -
----------------------------------------------------------------------------------------------------------------------------
Item 12. Security Ownership of Certain Beneficial Owners and Management
Since March of 2000, the 100% of the outstanding stock of the Company has been
owned by: Intervest Bancshares Corporation, 10 Rockefeller Plaza, Suite 1015 New
York, New York 10020.
Item 13. Certain Relationships and Related Transactions
In connection with its acquisition by Intervest Bancshares Corporation in March
2000, the former shareholders of the Company received an aggregate of 1,250,000
shares of the Class A Common Stock of Intervest Bancshares Corporation in
exchange for all of the issued and outstanding shares of capital stock of the
Company.
Mr. Wayne F. Holly, who is a director of the Company, also serves as President
of Sage, Rutty & Co., Inc., which firm has acted as an underwriter/placement
agent in connection with the Company's offerings of debentures, including the
offering of debentures conducted during fiscal 2000 and 1999.
Mr. Thomas E. Willett, who is a director of the Company, also is a partner in
the law firm of Harris Beach LLP, which firm has provided legal services to the
Company and the Parent Company in 2000 and 1999.
In connection with the placement of subordinated debentures in 1998 and 2000,
Intervest Securities Corporation, an affiliate of the Company, received
commissions and fees aggregating $34,000 in 2000 and $35,700 in 1999.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) (1) Financial Statements:
See Item 8 "Financial Statements and Supplementary Data"
(a) (2) Financial Statement Schedules: IV - Mortgage Loans on Real Estate
(See Item 8 "Financial Statements and Supplementary Data")
All other schedules have been omitted because they are
inapplicable, not required, or the information is included in the
Financial Statements or Notes thereto.
(a) (3) Exhibits: The following exhibits are filed herein as part of this
Form 10-K:
Exhibit No. Description of Exhibit
2. Agreement and Plan of Merger dated as of November 1, 1999 by and
among the Company, Intervest Bancshares Corporation and ICNY
Acquisition Corporation, incorporated by reference to the Company's
annual report on Form 10-K for the year ended December 31, 1999,
wherein such document was filed as Exhibit 2.0.
3.1 Certificate of Incorporation of the Company, incorporated by
reference to Registrant's Registration Statement on Form S-18
(File No. 33-27404-NY), declared effective May 12, 1989.
28
3.2 Certificate of Amendment to Certificate of Incorporation dated
August 17, 1998, incorporated by reference to the Company's annual
report on Form 10-K for the year ended December 31, 1998, wherein
such document was filed as Exhibit 3.
3.3 By-laws of the Company, incorporated by reference to the Company's
Registration Statement on Form S-11 (File No. 33-39971), declared
effective on May 13, 1991.
4.1 Form of Indenture between the Company and First American Bank of
Georgia, as trustee, dated as of April 15, 1990, incorporated by
reference to the Company's Registration Statement on Form S-11 (No.
33-33500), declared effective on March 28, 1990.
4.2 Form of Indenture between the Company and First American Bank of
Georgia, as trustee, dated as of June 1, 1991, incorporated by
reference to the Company's Registration Statement on Form S-11 (No.
33-39971), declared effective on May 13, 1991.
4.3 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of March 1, 1992, incorporated by reference to
the Company's Registration Statement on Form S-11 (File No.
33-44085), declared effective on February 20, 1992.
4.4 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of July 1, 1992, incorporated by reference to the
Company's Registration Statement on Form S-11 (File No. 33-47801),
declared effective on June 29, 1992.
4.5 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of September 15, 1993, incorporated by reference
to the Company's Registration Statement on Form S-11 (File No.
33-65812), declared effective on September 13, 1993.
4.6 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of February 1, 1994, incorporated by reference to
the Company's Registration Statement on Form S-11 (File No.
33-73108), declared effective on January 28, 1994.
4.7 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of November 1, 1994, incorporated by reference to
the Company's Registration Statement on Form S-11 (File No.
33-84812), declared effective on October 28, 1994.
4.8 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of June 1, 1995, incorporated by reference to the
Company's Registration Statement on Form S-11 (File No. 33-90596)
declared effective on May 12, 1995.
4.9 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of November 1, 1995, incorporated by reference to
the Company's Registration Statement on Form S-11 (File No.
33-96662), declared effective on October 19, 1995.
4.10 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of June 1, 1996, incorporated by reference to the
Company's Registration Statement on Form S-11 (File No. 333-2459),
declared effective on May 10, 1996.
4.11 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of November 1, 1996, incorporated by reference to
the Company's Registration Statement on Form S-11 (File No.
333-11413), declared effective on October 15, 1996.
4.12 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of May 1, 1997, incorporated by reference to the
Company's Registration Statement on Form S-11 (File No. 333-23093),
declared effective on April 30, 1997.
29
4.13 Form of Indenture between the Company and the Bank of New York, as
trustee, dated as of July 1, 1999, incorporated by reference to the
Company's Registration statement in Form S-11 (File No. 333-78135),
declared effective on June 28, 1999.
4.14 Indenture between the Company and the Bank of New York, as Trustee,
dated December 1, 1998, incorporated by reference to the Company's
annual report on Form 10-K for the year ended December 31, 1998,
wherein such document was filed as Exhibit 4.
4.15 Agreements of Resignation, Appointment and Acceptance dated as of
April 30, 1992, by and among the Company, First American Bank of
Georgia, N.A. and The Bank of New York, incorporated by reference
to the Company's annual report on Form 10K for the year ended
December 31, 1992 wherein such documents were filed as Exhibit 4.8.
4.16 Indenture between the Company and the Bank of New York, as Trustee,
dated September 15, 2000.
10.0 Employment Agreement between the Company and Jerome Dansker dated
as of July 1, 1995, incorporated by reference to the Company's
Registration Statement on Form S-11 (File #33-96662), declared
effective on October 19, 1995.
10.1 Amendment to Employment Agreement between the Company and Jerome
Dansker dated August 3, 1998, incorporated by reference to the
Company's annual report on Form 10-K for the year ended December
31, 1998, wherein such document was filed as Exhibit 10.
(b) No reports on Form 8-K were filed during the last quarter of
the period covered by this report.
30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on the date indicated.
INTERVEST CORPORATION OF NEW YORK
(Registrant)
By: /s/ Lowell S. Dansker Date: March 6, 2001
-------------------------- -------------------------
Lowell S. Dansker, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
Chairman of the Board, Executive Vice President and Director:
By: /s/ Jerome Dansker Date: March 6, 2001
---------------------- -------------------------
Jerome Dansker
President, Treasurer and Director
(Principal Executive, Financial and Accounting Officer):
By: /s/ Lowell S. Dansker Date: March 6, 2001
------------------------ -------------------------
Lowell S. Dansker
Vice President, Secretary and Director:
By: /s/ Lawrence G. Bergman Date: March 6, 2001
-------------------------- -------------------------
Lawrence G. Bergman
Directors:
By: Date:
----------------------------------- -------------------------
Michael A. Callen
By: /s/ Wayne F. Holly Date: March 6, 2001
----------------------------------- -------------------------
Wayne F. Holly
By: /s/ Edward J. Merz Date: March 6, 2001
----------------------------------- -------------------------
Edward J. Merz
By: /s/ Lawton Swan, III Date: March 6, 2001
----------------------------------- -------------------------
Lawton Swan, III
By: /s/ Thomas E. Willett Date: March 6, 2001
----------------------------------- -------------------------
Thomas E. Willett
By: /s/ David J. Willmott Date: March 6, 2001
----------------------------------- -------------------------
David J. Willmott
By: /s/ Wesley T. Wood Date: March 6, 2001
----------------------------------- -------------------------
Wesley T. Wood
31
Supplemental Information to be Furnished with Reports Filled Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act:
Registrant does not solicit proxies or proxy statements to holders of its
securities. The annual report to holders of its Debentures has not as yet been
distributed.
When the annual report has been distributed to the holders of Debentures, four
copies will be sent to the Commission.
32