================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2000 Commission File No. 000-23377 INTERVEST BANCSHARES CORPORATION -------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3699013 ----------------------------------- ---------------------------------------- (State or other jurisdiction of (I.R.S. employer identification no.) incorporation) 10 Rockefeller Plaza, Suite 1015 New York, New York 10020-1903 -------------------------------------------------------------------- (Address of principal executive offices) (212) 218-2800 -------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 12, 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 the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: Title of Each Class: Shares Outstanding: - -------------------- ------------------- Class A Common Stock, 3,544,629 Outstanding at $1.00 par value per share November 1,2000 - ------------------------- ------------------------- Class B Common Stock, 355,000 Outstanding at $1.00 par value per share November 1, 2000 - ------------------------- ------------------------- ================================================================================ INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES FORM 10-Q September 30, 2000 TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Page ---- Item 1. Financial Statements Condensed Consolidated Balance Sheets as of September 30, 2000 (Unaudited) and December 31, 1999 .........2 Condensed Consolidated Statements of Earnings (Unaudited) for the Quarters and Nine-Months Ended September 30, 2000 and 1999..3 Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) for the Nine-Months Ended September 30, 2000 and 1999 ..................................................... 4 Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine-Months Ended September 30, 2000 and 1999...............5 Notes to Condensed Consolidated Financial Statements (Unaudited) ......6 Review by Independent Certified Public Accountants ...................14 Report on Review by Independent Certified Public Accountants .........15 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................................16 Item 3. Quantitative and Qualitative Disclosures about Market Risk....25 PART II. OTHER INFORMATION Item 1. Legal Proceedings.............................................25 Item 2. Changes in Securities and Use of Proceeds.....................25 Item 3. Defaults Upon Senior Securities...............................25 Item 4. Submission of Matters to a Vote of Security Holders...........25 Item 5. Other Information.............................................25 Item 6. Exhibits and Reports on Form 8-K .............................25 Signatures...................................................................25 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-Q 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 interest rate spread, other income or cash flow anticipated from the Company's operations, investment and lending activities; and changes in laws and regulations affecting banks and bank holding companies. 1 PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements Intervest Bancshares Corporation and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) September 30, December 31, ($ in thousands, except par value) 2000 1999 ---------------------------------------------------------------------------------------------------- ---------------- ASSETS Cash and due from banks $ 6,040 $ 4,663 Federal funds sold 13,169 3,900 Short-term investments 8,151 23,532 ----------------------------------- Total cash and cash equivalents 27,360 32,095 Interest-earning time deposits with banks 2,050 - Securities held to maturity, net (estimated fair value of $89,467 and $79,882, respectively) 91,377 83,132 Federal Reserve Bank stock, at cost 596 508 Loans receivable (net of allowance for loan loss reserves of $2,785 and $2,493, respectively) 258,995 210,444 Accrued interest receivable 2,811 1,995 Premises and equipment, net 5,656 5,863 Deferred income tax asset 979 936 Deferred debenture offering costs 2,757 3,721 Other assets 1,455 1,787 --------------------------------------------------------------------------------------------------------------------- Total assets $394,036 $340,481 --------------------------------------------------------------------------------------------------------------------- LIABILITIES Deposits: Noninterest-bearing demand deposit accounts $ 4,718 $ 4,337 Interest-bearing deposit accounts: Checking (NOW) accounts 8,312 6,636 Savings accounts 16,786 18,722 Money-market accounts 49,568 48,591 Certificate of deposit accounts 202,350 122,794 ----------------------------------- Total deposits 281,734 201,080 Federal funds purchased - 6,955 Subordinated debentures payable (note 5) 60,330 84,330 Accrued interest payable on debentures (note 5) 6,957 8,092 Mortgage escrow funds payable 6,132 3,375 Official checks outstanding 1,357 1,821 Other liabilities 1,908 1,224 --------------------------------------------------------------------------------------------------------------------- Total liabilities 358,418 306,877 --------------------------------------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY Preferred stock (300,000 shares authorized, none issued) - - Class A common stock ($1.00 par value, 9,500,000 shares authorized, 3,544,629 and 3,531,879 shares issued and outstanding, respectively) 3,545 3,532 Class B common stock ($1.00 par value, 700,000 shares authorized, 355,000 and 305,000 shares issued and outstanding, respectively) 355 305 Additional paid-in-capital 18,971 18,770 Retained earnings 12,747 10,997 --------------------------------------------------------------------------------------------------------------------- Total stockholders' equity 35,618 33,604 --------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $394,036 $340,481 --------------------------------------------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements. 2 Intervest Bancshares Corporation and Subsidiaries Condensed Consolidated Statements of Earnings (Unaudited) Quarter Ended Nine-Months Ended September 30, September 30, ---------------------------------------------------- ($ in thousands, except per share data) 2000 1999 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ INTEREST AND DIVIDEND INCOME Loans receivable $6,538 $4,775 $18,214 $13,772 Securities 1,462 1,548 4,413 4,560 Other interest-earning assets 324 164 611 435 - ------------------------------------------------------------------------------------------------------------------------------------ Total interest and dividend income 8,324 6,487 23,238 18,767 - ------------------------------------------------------------------------------------------------------------------------------------ INTEREST EXPENSE Deposits 4,074 2,148 10,387 6,132 Federal funds purchased - 3 146 9 Subordinated debentures 1,869 2,430 6,374 7,272 - ------------------------------------------------------------------------------------------------------------------------------------ Total interest expense 5,943 4,581 16,907 13,413 - ------------------------------------------------------------------------------------------------------------------------------------ Net interest and dividend income 2,381 1,906 6,331 5,354 Provision for loan loss reserves 47 270 292 605 - ------------------------------------------------------------------------------------------------------------------------------------ Net interest and dividend income after provision for loan loss 2,334 1,636 6,039 4,749 - ------------------------------------------------------------------------------------------------------------------------------------ NONINTEREST INCOME Customer service fees 38 34 104 100 Income from mortgage lending activities 268 185 541 675 All other 32 - 33 1 - ------------------------------------------------------------------------------------------------------------------------------------ Total noninterest income 338 219 678 776 - ------------------------------------------------------------------------------------------------------------------------------------ NONINTEREST EXPENSES Salaries and employee benefits 491 465 1,675 1,449 Occupancy and equipment, net 286 276 835 687 Advertising and promotion 6 30 31 110 Professional fees and services 100 71 320 184 Stationery, printing and supplies 31 27 104 119 All other 167 134 497 447 - ------------------------------------------------------------------------------------------------------------------------------------ Total noninterest expenses 1,081 1,003 3,462 2,996 - ------------------------------------------------------------------------------------------------------------------------------------ Earnings before taxes, extraordinary item and change in accounting principle 1,591 852 3,255 2,529 Provision for income taxes 662 344 1,299 1,060 ---------------------------------------------------- Earnings before extraordinary item and change in accounting principle 929 508 1,956 1,469 Extraordinary item, net of tax (note 5) - - (206) - Cumulative effect of change in accounting principle, net of tax (note 6) - - - (128) - ------------------------------------------------------------------------------------------------------------------------------------ Net earnings $ 929 $508 $ 1,750 $ 1,341 - ------------------------------------------------------------------------------------------------------------------------------------ Basic earnings per share: Earnings before extraordinary item and change in accounting principle $ 0.24 $0.14 $ 0.50 $ 0.39 Extraordinary item - - (0.05) - Cumulative effect of change in accounting principle - - - (0.03) - ------------------------------------------------------------------------------------------------------------------------------------ Net earnings per share $ 0.24 $0.14 $ 0. 45 $ 0.36 - ------------------------------------------------------------------------------------------------------------------------------------ Diluted earnings per share: Earnings before extraordinary item and change in accounting principle $ 0.24 $0.13 $ 0.50 $ 0.35 Extraordinary item - - (0.05) - Cumulative effect of change in accounting principle - - - (0.03) - ------------------------------------------------------------------------------------------------------------------------------------ Net earnings per share $ 0.24 $0.13 $ 0.45 $ 0.32 - ------------------------------------------------------------------------------------------------------------------------------------ See accompanying notes to condensed consolidated financial statements. 3 Intervest Bancshares Corporation and Subsidiaries Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) Nine-Months Ended September 30, ----------------------------- ($ in thousands) 2000 1999 - ----------------------------------------------------------------------------------------------------------------------- CLASS A COMMON STOCK Balance at beginning of period $ 3,532 $ 3,434 Issuance of 510 shares in exchange for common stock of minority stockholders of Intervest Bank - 1 Issuance of 7,554 shares upon the conversion of debentures - 7 Issuance of 12,750 and 1,800 shares, respectively, upon exercise of warrants 13 2 - ----------------------------------------------------------------------------------------------------------------------- Balance at end of period 3,545 3,444 - ----------------------------------------------------------------------------------------------------------------------- CLASS B COMMON STOCK Balance at beginning of period 305 300 Issuance of 5,000 shares upon the exercise of warrants - 5 Issuance of 50,000 shares of restricted stock compensation (note 2) 50 - - ----------------------------------------------------------------------------------------------------------------------- Balance at end of period 355 305 - ----------------------------------------------------------------------------------------------------------------------- ADDITIONAL PAID-IN-CAPITAL, COMMON Balance at beginning of period 18,770 18,148 Issuance of 510 shares in exchange for common stock of minority stockholders of Intervest Bank - 6 Issuance of 7,554 shares upon the conversion of debentures, net of issuance costs - 56 Compensation related to issuance of Class B common stock warrants 19 19 Issuance of 5,000 shares upon exercise of Class B stock warrants - 28 Issuance of 50,000 shares of restricted Class B stock (note 2) 109 - Issuance of 12,750 and 1,800 shares, respectively, upon exercise of Class A stock warrants 73 11 - ----------------------------------------------------------------------------------------------------------------------- Balance at end of period 18,971 18,268 - ----------------------------------------------------------------------------------------------------------------------- RETAINED EARNINGS Balance at beginning of period 10,997 9,230 Comprehensive income - net earnings for the period 1,750 1,341 - ----------------------------------------------------------------------------------------------------------------------- Balance at end of period 12,747 10,571 - ----------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------- Total stockholders' equity at end of period $35,618 $32,588 - ----------------------------------------------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements. 4 Intervest Bancshares Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) Nine-Months Ended September 30, ---------------------------------- ($ in thousands) 2000 1999 -------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net earnings $1,750 $1,341 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 334 303 Provision for loan loss reserves 292 605 Deferred income tax benefit (43) (139) Amortization of deferred debenture offering costs 964 711 Compensation expense from awards of common stock and warrants 178 19 Amortization of premiums, fees and discounts, net (1,171) (817) (Decrease) increase in accrued interest payable on debentures (1,135) 1,549 Decrease in official checks outstanding (464) (464) Change in all other assets and liabilities, net 1,196 1,074 -------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 1,901 4,182 -------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES (Increase) decrease in interest-earning time deposits with banks (2,050) 99 Maturities and calls of securities held to maturity 19,841 27,556 Purchases of securities held to maturity (27,608) (25,427) Originations of loans receivable, net of principal repayments (49,146) (10,521) Purchases of Federal Reserve Bank stock, net (88) (275) Purchases of premises and equipment, net (127) (1,143) -------------------------------------------------------------------------------------------------------------------- Net cash used by investing activities (59,178) (9,711) -------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES Net increase in demand, savings, NOW and money-market deposits 1,098 15,392 Net increase in certificates of deposit accounts 79,556 5,733 Net increase in mortgage escrow funds payable 2,757 1,564 Repayments of federal funds purchased, net (6,955) - Repayments of debentures (24,000) (10,000) Proceeds from issuance of debentures, net of debenture offering costs - 6,606 Proceeds from issuance of common stock 86 47 -------------------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 52,542 19,342 -------------------------------------------------------------------------------------------------------------------- Net (decrease) increase in cash and cash equivalents (4,735) 13,813 Cash and cash equivalents at beginning of period 32,095 40,977 -------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 27,360 $ 54,790 -------------------------------------------------------------------------------------------------------------------- SUPPLEMENTAL DISCLOSURES Cash paid during the period for: Interest $17,207 $ 11,166 Income taxes 451 1,443 Noncash financing activities: Issuance of common stock to minority stockholders of Intervest Bank - 70 Conversion of convertible debentures into common stock - 7 -------------------------------------------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements. 5 Intervest Bancshares Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) - -------------------------------------------------------------------------------- Note 1 - General The condensed consolidated financial statements of Intervest Bancshares Corporation and Subsidiaries in this report have not been audited except for the information derived from the audited Consolidated Balance Sheet as of December 31, 1999. The financial statements in this report should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company's Annual Report to Stockholders on Form 10-KSB for the year ended December 31, 1999. The condensed consolidated financial statements include the accounts of Intervest Bancshares Corporation (a bank holding company referred to by itself as the "Holding Company") and its wholly owned subsidiaries, Intervest National Bank, Intervest Bank and Intervest Corporation of New York. The banks are referred to together as the "Banks." The Holding Company and its subsidiaries are referred to as the "Company" on a consolidated basis. The Holding Company's primary business activity is the ownership of the aforementioned subsidiaries. Intervest National Bank is a nationally chartered commercial bank located in Rockefeller Plaza in New York City. It opened for business on April 1, 1999. Intervest Bank is a Florida state chartered commercial bank with four banking offices in Clearwater, Florida and one in South Pasadena, Florida. The Banks conduct a full-service commercial banking business, which consists of attracting deposits from the general public and investing those funds, together with other sources of funds, primarily through the origination of commercial and multifamily real estate loans, and through the purchase of security investments. Intervest National Bank also provides Internet banking services at its Web Site: www.intervestnatbank.com. Intervest Corporation of New York is located in Rockefeller Plaza in New York City and is in the business of originating and acquiring commercial and multifamily residential loans. As discussed in note 2, Intervest Corporation of New York was acquired by the Holding Company effective March 10, 2000. The acquisition was accounted for at historical cost similar to the pooling-of-interests method of accounting. Under this method of accounting, the recorded assets, liabilities, shareholders' equity, income and expenses of both companies are combined and recorded at their historical cost amounts. Accordingly, all prior period financial information in this report has been adjusted to include the accounts of Intervest Corporation of New York. All material intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all material adjustments necessary for a fair presentation of financial condition and results of operations for the interim periods presented in this report have been made. These adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of results that may be expected for the entire year or any other interim period. In preparing the condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. Certain reclassifications have been made to prior period amounts to conform to the current periods' presentation. Note 2 - Acquisition of Intervest Corporation of New York On March 10, 2000, Intervest Bancshares Corporation completed the acquisition of Intervest Corporation of New York. The two entities are related in that the same persons serve on their boards and the former holders of all of the shares of Intervest Corporation of New York also owned approximately 48% of the voting shares of Intervest Bancshares Corporation prior to the merger. Both Boards of Directors, the shareholders of both the Holding Company and Intervest Corporation of New York, and the Federal Reserve Bank of Atlanta approved the merger. In the merger, Intervest Corporation of New York shareholders received an aggregate of 1,250,000 shares of the Holding Company's Class A common stock in exchange for all of Intervest Corporation of New York's capital stock. 6 Intervest Bancshares Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) - -------------------------------------------------------------------------------- Note 2 - Acquisition of Intervest Corporation of New York, Continued In connection with the merger, the Holding Company incurred approximately $210,000 in expenses related to attorney and consulting fees, printing and stock compensation expense. The Board of Directors and the Holding Company's shareholders approved a grant of 50,000 shares of Class B common stock to the Chairman of the Holding Company for his services with respect to the development, structuring and other activities associated with the merger. This resulted in $159,000 of compensation expense being recorded, which is included in the consolidated statements of earnings for the nine-months ended September 30, 2000. Certain pro forma consolidated balance sheet information follows as of December 31, 1999: Originally Historical Pro Forma ($ in thousands) Reported ICNY Adjustments Adjusted - ------------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents $ 7,429 $30,754 $(6,088)(1) $ 32,095 Securities held to maturity 83,132 - - 83,132 Federal Reserve Bank stock 508 - - 508 Loans receivable, net of unearned fees and loan loss reserves 147,154 63,290 - 210,444 Accrued interest receivable 1,349 646 - 1,995 Premises and equipment, net 5,767 96 - 5,863 Deferred income tax asset 912 24 - 936 Deferred debenture offering costs 479 3,242 - 3,721 All other assets 1,099 688 - 1,787 - ------------------------------------------------------------------------------------------------------------------------------- Total assets $247,829 $98,740 $(6,088) $340,481 - ------------------------------------------------------------------------------------------------------------------------------- Deposit liabilities $207,168 $ - $(6,088)(1) $201,080 Federal funds purchased 6,955 - - 6,955 Debentures payable 6,930 77,400 - 84,330 Accrued interest on debentures payable 892 7,200 - 8,092 Mortgage escrow funds payable 1,521 1,854 - 3,375 Official checks outstanding 1,821 - - 1,821 All other liabilities 1,078 146 - 1,224 - ------------------------------------------------------------------------------------------------------------------------------- Total liabilities 226,365 86,600 (6,088) 306,877 - ------------------------------------------------------------------------------------------------------------------------------- Common stock and paid-in capital 16,998 5,609 - 22,607 Retained earnings 4,466 6,531 - 10,997 - ------------------------------------------------------------------------------------------------------------------------------- Total stockholders' equity 21,464 12,140 - 33,604 - ------------------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $247,829 $98,740 $(6,088) $340,481 - ------------------------------------------------------------------------------------------------------------------------------- <FN> (1) Represents the elimination of certain intercompany deposit accounts. Certain reclassifications were also made to the historical amounts of Intervest Corporation of New York and the Company to conform to the current period's presentation. </FN> 7 Intervest Bancshares Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) - -------------------------------------------------------------------------------- Note 2 - Acquisition of Intervest Corporation of New York, Continued A pro forma summary of the Company's consolidated statement of earnings for the quarter ended September 30, 1999 follows: Originally Historical Pro Forma ($ in thousands) Reported ICNY Adjustments Adjusted - ------------------------------------------------------------------------------------------------------------------------------- Interest and dividend income $3,739 $2,792 $ (44)(a) $6,487 Interest expense 2,355 2,270 (44)(a) 4,581 ------------------------------------------------------ Net interest and dividend income 1,384 522 - 1,906 Provision for loan loss reserves 270 - - 270 ------------------------------------------------------ Net interest and dividend income after provision for loan loss reserves 1,114 522 - 1,636 Noninterest income 128 91 - 219 Noninterest expenses 815 188 - 1,003 ------------------------------------------------------ Earnings before taxes 427 425 - 852 Provision for income taxes 149 195 - 344 - ------------------------------------------------------------------------------------------------------------------------------- Net earnings $ 278 $ 230 $ - $508 - ------------------------------------------------------------------------------------------------------------------------------- Basic earnings per share $0.11 - - $ 0.14 Diluted earnings per share $0.10 - - $ 0.13 Average number of common shares outstanding - Basic 2,498,734 - 1,250,000 3,748,734 Average number of common shares outstanding - Diluted 2,718,594 - 1,250,000 3,968,594 - ------------------------------------------------------------------------------------------------------------------------------- A pro forma summary of the Company's consolidated statement of earnings for the nine-months ended September 30, 1999 follows: Originally Historical Pro Forma ($ in thousands) Reported ICNY Adjustments Adjusted - -------------------------------------------------------------------------------------------------------------------------------- Interest and dividend income $10,604 $8,212 $ (49)(a) $18,767 Interest expense 6,663 6,799 (49)(a) 13,413 ------------------------------------------------------- Net interest and dividend income 3,941 1,413 - 5,354 Provision for loan loss reserves 605 - - 605 ------------------------------------------------------- Net interest and dividend income after provision for loan loss reserves 3,336 1,413 - 4,749 Noninterest income 351 425 - 776 Noninterest expenses 2,285 711 - 2,996 ------------------------------------------------------- Earnings before taxes and change in accounting principle 1,402 1,127 - 2,529 Provision for income taxes 544 516 - 1,060 Cumulative effect of change in accounting principle (128) - - (128) - -------------------------------------------------------------------------------------------------------------------------------- Net earnings $730 $ 611 $ - $ 1,341 - -------------------------------------------------------------------------------------------------------------------------------- Basic earnings per share $0.29 - - $ 0.36 Diluted earnings per share $0.25 - - $ 0.32 Average number of common shares outstanding - Basic 2,494,410 - 1,250,000 3,744,410 Average number of common shares outstanding - Diluted 2,949,445 - 1,250,000 4,199,445 - -------------------------------------------------------------------------------------------------------------------------------- <FN> (a) Represents the elimination of certain intercompany interest expense. </FN> 8 Intervest Bancshares Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) - -------------------------------------------------------------------------------- Note 2 - Acquisition of Intervest Corporation of New York, Continued A summary of the Company's consolidated statements of earnings for the quarter and nine-months ended September 30, 2000 follows: For the Quarter Ended For the Nine-Months Ended September 30, 2000 September 30, 2000 -------------------------- --------------------------- Excluding As Excluding As ($ in thousands) ICNY Reported ICNY Reported - ------------------------------------------------------------------------------------------------------------------------------- Interest and dividend income $6,309 $8,324 $16,697 $23,238 Interest expense 4,247 5,943 11,042 16,907 ------------------------------------------------------- Net interest and dividend income 2,062 2,381 5,655 6,331 Provision for loan loss reserves 47 47 292 292 ------------------------------------------------------- Net interest and dividend income after provision for loan loss reserves 2,015 2,334 5,363 6,039 Noninterest income 134 338 390 678 Noninterest expenses 942 1,081 2,918 3,462 ------------------------------------------------------- Earnings before taxes and extraordinary item 1,207 1,591 2,835 3,255 Provision for income taxes 485 662 1,107 1,299 Extraordinary item - - - (206) - ------------------------------------------------------------------------------------------------------------------------------- Net earnings $ 722 $ 929 $ 1,728 $ 1,750 - ------------------------------------------------------------------------------------------------------------------------------- The amounts reported in the table above are after elimination of intercompany revenue and expense. Note 3 - Allowance for Loan Loss Reserves The Company monitors its loan portfolio to determine the appropriate level of the allowance for loan loss reserves based on various factors. These factors include: the type and level of loans outstanding, volume of loan originations; overall portfolio quality; loan concentrations; specific problem loans, historical chargeoffs and recoveries; adverse situations which may affect the borrowers' ability to repay; and management's assessment of the current and anticipated economic conditions in the Company's lending regions. No loans were classified as nonaccrual or impaired during the 2000 and 1999 reporting periods in this report. Activity in the allowance for loan loss reserves is summarized as follows: For the Quarter Ended For the Nine-Months Ended September 30, September 30, ---------------------------- ----------------------------- ($ in thousands) 2000 1999 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------ Balance at beginning of period $2,738 $1,997 $2,493 $1,662 Provision charged to operations 47 270 292 605 Recoveries - 1 - 1 - ------------------------------------------------------------------------------------------------------------------------------ Balance at end of period $2,785 $2,268 $2,785 $2,268 - ------------------------------------------------------------------------------------------------ ------------- --------------- Note 4 - Earnings Per Share (EPS) Basic EPS is calculated by dividing net earnings by the weighted-average number of shares of common stock outstanding. Diluted EPS is calculated by dividing adjusted net earnings by the weighted-average number of shares of common stock outstanding and dilutive potential common stock shares that may be outstanding in the future. Potential common stock shares may arise from outstanding dilutive common stock warrants (as computed by the "treasury stock method") and convertible debentures (as computed by the "if converted method"). 9 Intervest Bancshares Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) - -------------------------------------------------------------------------------- Note 4 - Earnings Per Share (EPS), Continued Diluted EPS considers the potential dilution that could occur if the Company's outstanding stock warrants and convertible debentures were converted into common stock that then shared in the Company's adjusted earnings (as adjusted for interest expense, net of taxes, that would no longer occur if the debentures were converted into common stock). EPS computations for the 1999 periods have been adjusted to include the results of operations of Intervest Corporation of New York as well as the 1,250,000 Class A common shares issued in the merger. Net earnings applicable to common stock and the weighted-average number of shares used for basic and diluted earnings per share computations are summarized in the tables that follows: For the Quarter Ended For the Nine-Months Ended September 30, September 30, --------------------------------------------------------- BASIC EARNINGS PER SHARE 2000 1999 2000 1999 - ----------------------------------------------------------------------------------------------------------------------------------- Net earnings: Earnings before extraordinary item and change in accounting principle $929,000 $508,000 $1,956,000 $1,469,000 Extraordinary item (1) - - (206,000) - Cumulative effect of change in accounting principle (2) - - - (128,000) - ----------------------------------------------------------------------------------------------------------------------------------- Net earnings $929,000 $508,000 $1,750,000 $1,341,000 - ----------------------------------------------------------------------------------------------------------------------------------- Average number of common shares outstanding 3,896,365 3,748,734 3,879,500 3,744,410 Per share amounts: Earnings before extraordinary item and change in accounting principle $0.24 $0.14 $0.50 $0.39 Extraordinary item (1) - - (0.05) - Cumulative effect of change in accounting principle (2) - - - (0.03) - ----------------------------------------------------------------------------------------------------------------------------------- Basic net earnings per share $0.24 $0.14 $0.45 $0.36 - ----------------------------------------------------------------------------------------------------------------------------------- DILUTED EARNINGS PER SHARE Average number of common shares outstanding for dilution: Common shares outstanding per above 3,896,365 3,748,734 3,879,500 3,744,410 Potential dilutive shares resulting from exercise of warrants (3) - 219,860 - 455,035 Potential dilutive shares resulting from conversion of debentures (3) - - - - --------------------------------------------------------- Total average number of common shares outstanding 3,896,365 3,968,594 3,879,500 4,199,445 --------------------------------------------------------- Per share amounts: Earnings before extraordinary item and change in accounting principle $0.24 $0.13 $0.50 $0.35 Extraordinary item (1) - - (0.05) - Cumulative effect of change in accounting principle (2) - - - (0.03) - ----------------------------------------------------------------------------------------------------------------------------------- Diluted net earnings per share $0.24 $0.13 $0.45 $0.32 - ----------------------------------------------------------------------------------------------------------------------------------- <FN> (1) Represents a charge, net of taxes, from the early retirement of debentures. (2) Represents a charge, net of taxes, from the adoption of Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities." (3) A total of 2,650,000 of common stock warrants with exercise prices ranging from $6.67 to $15.00 were not considered in the computations of diluted EPS for 2000 because they were not dilutive. A total of 1,133,000 common stock warrants with exercise prices ranging from $10.00 to $14.00 were not considered in the computations of diluted EPS for 1999 because they were not dilutive. Additionally, convertible debentures totaling $6,930,000 and convertible at $12.50 per share into Class A common stock were excluded from all diluted EPS computations because they were not dilutive, and as a result, adjusted net earnings for diluted EPS is the same as net earnings for basic EPS. </FN> 10 Intervest Bancshares Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) - -------------------------------------------------------------------------------- Note 5 - Subordinated Debentures Payable and Extraordinary Item Debentures outstanding are summarized as follows: At September 30, At December 31, ($ in thousands) 2000 1999 -------------------------------------------------------------------------------------------------------------- INTERVEST CORPORATION OF NEW YORK: 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 -------------------------------------- 53,400 77,400 INTERVEST BANCSHARES CORPORATION: Series 05/14/98 - interest at 8% fixed - due July 1, 2008 6,930 6,930 -------------------------------------------------------------------------------------------------------------- $60,330 $84,330 -------------------------------------------------------------------------------------------------------------- The "Prime" in the preceding table refers to the prime rate of Chase Manhattan Bank, which was 9.5% on September 30 and June 30, 2000, 9.0% on March 31, 2000 and 8.50% at December 31, 1999. In the first half of 2000, Intervest Corporation of New York's Series 6/29/92, 9/13/93, 1/28/94 and 10/28/94 debentures totaling $24,000,000 in principal were redeemed prior to maturity for the outstanding principal amount plus accrued interest aggregating $3,970,000. In connection with these early redemptions, $382,000 of unamortized deferred debenture offering costs was charged to expense in the second quarter of 2000 and reported as an extraordinary charge, net of a tax benefit of $176,000, in the condensed consolidated statement of earnings for the nine-months ended September 30, 2000. Intervest Corporation of New York's floating-rate 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%. The payment of interest on an aggregate of $18,440,000 of these debentures, which interest is compounded, is deferred until maturity. The payment of interest on the remaining debentures is made quarterly. Any debenture holder in the aforementioned Series who has deferred receipt of interest may at any time elect to receive the deferred interest and subsequently receive regular payments of interest. Intervest Corporation of New York's Series 11/10/98 and Series 6/28/99 debentures accrue and compound interest quarterly. 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 and July 1, 2002, 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 Intervest Corporation of New York, for face value, except for certain for Series 11/10/98 debentures due January 1, 2003 and 2005, which would be at a premium of 1% if the redemption is prior to January 1, 2001. All the debentures are unsecured and subordinate to all present and future senior indebtedness, as defined. 11 Intervest Bancshares Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) - -------------------------------------------------------------------------------- Note 5 - Subordinated Debentures Payable and Extraordinary Item, Continued The Holding Company's Series 05/14/98 subordinated debentures are due July 1, 2008 and are convertible at the option of the holders at any time prior to April 1, 2008, unless previously redeemed by the Holding Company, into shares of Class A common stock of the Holding Company at the following conversion prices per share: $12.50 in 2000; $14.00 in 2001; $15.00 in 2002; $16.00 in 2003; $18.00 in 2004; $21.00 in 2005; $24.00 in 2006; $27.00 in 2007 and $30.00 from January 1, 2008 through April 1, 2008. The Holding Company has the right to establish conversion prices that are less than those set forth above for such periods as it may determine. The Holding Company also has the option at any time to call all or any part of the convertible debentures for payment and redeem the same at any time prior to maturity thereof for face amount. Interest accrues and compounds each calendar quarter at 8%. All accrued interest is payable at maturity whether by acceleration, redemption or otherwise. Any convertible debenture holder may, on or before July 1 of each year commencing July 1, 2003, elect to be paid all accrued interest and to thereafter receive payments of interest quarterly. Scheduled contractual maturities of all debentures as of September 30, 2000 are summarized as follows: ($ in thousands) Principal Accrued Interest ----------------------------------------------------------------------------- For the three-months ended December 31, 2000 $ - $ - For the year ended December 31, 2001 1,400 216 For the year ended December 31, 2002 2,500 240 For the year ended December 31, 2003 1,400 230 For the year ended December 31, 2004 20,000 3,155 Thereafter 35,030 3,116 ----------------------------------------------------------------------------- $60,330 $6,957 ----------------------------------------------------------------------------- Note 6 - Cumulative Effect of Change in Accounting Principle On January 1, 1999, the Company adopted as required the AICPA's Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-Up Activities." The SOP requires that all start-up costs (except for those that are capitalizable under other generally accepted accounting principles) be expensed as incurred for financial statement purposes effective January 1, 1999. Previously, a portion of start-up costs were generally capitalized and amortized over a period of time. The adoption of this statement resulted in the immediate expensing on January 1, 1999 of $193,000 in start-up costs incurred through December 31, 1998 in connection with organizing Intervest National Bank. A deferred tax benefit of $65,000 was recorded in conjunction with this charge. Note 7 - Regulatory Matters The Company (on a consolidated basis) and the Banks are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet capital requirements can initiate certain mandatory and possibly discretionary actions by the regulators that, if undertaken, could have a direct material effect on the Company's and the Banks' financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Banks must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. These capital amounts are also subject to qualitative judgement by the regulators about components, risk weighting and other factors. Prompt corrective action provisions are not applicable to bank holding companies. Quantitative measures established by the regulations to ensure capital adequacy require the Company and the Banks to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets, as defined by the regulations. Management believes, as of September 30, 2000, that the Company, Intervest Bank and Intervest National Bank met all capital adequacy requirements to which they are subject. 12 Intervest Bancshares Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) - -------------------------------------------------------------------------------- Note 7 - Regulatory Matters, Continued As of September 30, 2000, the most recent notification from the regulators categorized the Banks as well-capitalized institutions under regulatory framework for prompt corrective action. Management believes that there are no current conditions or events outstanding that would change the designations from well capitalized. The tables below present information regarding the Company's (consolidated) and the Banks' capital adequacy. Actual Minimum To Be Considered Ratios Requirement Well Capitalized ------ ----------- ---------------- Consolidated ------------ Total capital to risk-weighted assets 12.72% 8.00% NA Tier 1 capital to risk-weighted assets 11.78% 4.00% NA Tier 1 capital to total average assets - leverage ratio 8.97% 4.00% NA Intervest Bank -------------- Total capital to risk-weighted assets 11.00% 8.00% 10.00% Tier 1 capital to risk-weighted assets 9.74% 4.00% 6.00% Tier 1 capital to total average assets - 6.62% 4.00% 5.00% leverage ratio Intervest National Bank ----------------------- Total capital to risk-weighted assets 14.24% 8.00% 10.00% Tier 1 capital to risk-weighted assets 13.34% 4.00% 6.00% Tier 1 capital to total average assets - 11.01% 4.00% 5.00% leverage ratio On June 15, 2000, Intervest National Bank and its primary regulator, the Office of the Comptroller of the Currency of the United States of America entered into a Memorandum of Understanding ("MOU"). The MOU is a formal written agreement whereby, among other things, Intervest National Bank shall review, revise, develop and implement various policies and procedures with respect to its lending and credit underwriting. Management has implemented various actions towards bringing Intervest National Bank into full compliance with the MOU. 13 Intervest Bancshares Corporation and Subsidiaries Review by Independent Certified Public Accountants Hacker, Johnson & Smith PA, the Company's independent certified public accountants, have made a limited review of the financial data as of September 30, 2000, and for the three- and nine-month periods then ended presented in this document, in accordance with standards established by the American Institute of Certified Public Accountants. Their report furnished pursuant to Article 10 of Regulation S-X is included herein. 14 Report on Review by Independent Certified Public Accountants The Board of Directors Intervest Bancshares Corporation and Subsidiaries New York, New York: We have reviewed the condensed consolidated balance sheet of Intervest Bancshares Corporation and Subsidiaries (the "Company") as of September 30, 2000, and the related condensed consolidated statements of earnings for the three- and nine-month periods then ended and the related condensed consolidated statements of changes in stockholders' equity and cash flows for the nine-month period then ended included in this report. These financial statements are the responsibility of the Company's management. We were furnished with the report of other accountants on their review of the interim financial information of Intervest Corporation of New York, whose total assets as of September 30, 2000, constituted 17.7% of the related consolidated total, and whose interest income, noninterest income and net income for the three- and nine-month periods then ended constituted 24.2%, 60.4% and 22.3%; and 28.1%, 42.5% and 1.3%, respectively, of the related consolidated totals for each period. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review and the report of other accountants, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. HACKER, JOHNSON & SMITH PA Tampa, Florida November 10, 2000 15 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Intervest Bancshares Corporation is the Holding Company for Intervest National Bank in New York City, Intervest Bank in Clearwater, Florida, and Intervest Corporation of New York in New York City. Hereafter, all the entities are referred to as the "Company" on a consolidated basis. Intervest National Bank and Intervest Bank may be referred to together as the "Banks." All financial information in this report has been adjusted to include the accounts of Intervest Corporation of New York, which was acquired by the Company through a merger completed on March 10, 2000. Intervest Corporation of New York engages in the business of originating and acquiring commercial and multifamily residential loans. The merger has been accounted for at historical cost similar to the pooling-of-interests method of accounting. See note 2 to the condensed consolidated financial statements for a further discussion of the merger. The Company reported that its net earnings increased 83% to $929,000, or $0.24 per fully diluted share, in the third quarter of 2000, from $508,000, or $0.13 per fully diluted share, in the third quarter of 1999. Higher earnings were primarily due to a $475,000 increase in net interest income and a $223,000 decline in the provision for loan loss reserves, partially offset by a $318,000 increase in the provision for income taxes. Earnings from Intervest National Bank and Intervest Bank, the Company's banking subsidiaries, increased from the same period a year ago. Intervest National Bank's net earnings increased to $182,000 in the third quarter of 2000, from a net loss of $126,000 in the same quarter of 1999 (Intervest National Bank opened for business on April 1, 1999). Intervest Bank's net earnings increased to $529,000 in the third quarter of 2000, from $421,000 in the same quarter of 1999. At September 30, 2000, Intervest National Bank's total assets were $112,727,000 and Intervest Bank's total assets were $205,492,000. For the nine-months ended September 30, 2000, net earnings increased to $1,750,000, or $0.45 per fully diluted share, from $1,341,000, or $0.32 per fully diluted share, for the same period of 1999. The improvement was due to a $977,000 increase in net interest income and a $313,000 decline in the provision for loan loss reserves. These items were partially offset by approximately $210,000 of nonrecurring expenses associated with the acquisition of Intervest Corporation of New York, increased operating expenses resulting from a full nine-months of operations of Intervest National Bank and a $239,000 increase in the provision for income taxes. Selected information about the Holding Company and its subsidiaries at September 30, 2000 and for the quarter and nine-months ended September 30, 2000, follows in the table below: Intervest Intervest Corporation Holding Intervest National of Consolidated ($ in thousands) Company Bank Bank New York Amounts (1) ----------------------------------------------------------------------------------------------------------------------------- Total assets $44,068 $205,492 $112,727 $69,639 $394,036 Total cash and cash equivalents 2,456 2,760 13,796 10,952 27,360 Total securities, net - 75,446 16,527 - 91,377 Total loans, net of unearned fees and loan loss reserves 5,697 119,551 78,283 55,464 258,995 Total deposit liabilities - 186,530 98,048 - 281,734 Total debentures payable and related accrued interest 8,300 - - 58,987 67,287 Total stockholders' equity 35,618 14,241 11,874 9,162 35,618 Net earnings for the quarter ended 11 529 182 207 929 Net earnings (loss) for the nine-months ended (148) 1,495 381 22 1,750 Number of full-service banking offices - 5 1 - 6 ----------------------------------------------------------------------------------------------------------------------------- <FN> (1) Consolidated amounts exclude intercompany balances and therefore the individual amounts may not total. </FN> 16 Comparison of Financial Condition at September 30, 2000 and December 31, 1999 Overview - -------- Total assets at September 30, 2000 increased to $394,036,000, from $340,481,000 at December 31, 1999. The increase reflected new mortgage loans originated and purchases of new security investments. These increases were funded by growth in certificate of deposit accounts. Total liabilities at September 30, 2000 increased to $358,418,000, from $306,877,000 at December 31, 1999, due to growth in certificate of deposit accounts. The increase in deposits was partially offset by the retirement of certain debentures payable and the repayment of federal funds purchased. Stockholders' equity increased to $35,618,000 at September 30, 2000, from $33,604,000 at year-end 1999. The increase reflected earnings for the nine-months ended September 30, 2000 and the issuance of common stock in connection with a stock award and the exercise of warrants. Book value per common share increased to $9.13 per share at September 30, 2000, from $8.76 at December 31, 1999. The Company's balance sheet was comprised of the following: At September 30, 2000 At December 31, 1999 ------------------------------- ----------------------------------- Carrying % of Carrying % of ($ in thousands) Value Total Assets Value Total Assets - ------------------------------------------------------------------------------------------------------------------------------ Cash and cash equivalents $ 27,360 7.0% $32,095 9.4% Interest-earning time deposits with banks 2,050 0.5 - - Securities, net 91,973 23.3 83,640 24.6 Loans receivable, net 258,995 65.7 210,444 61.8 All other assets 13,658 3.5 14,302 4.2 - ------------------------------------------------------------------------------------------------------------------------------ Total assets $394,036 100.0% $340,481 100.0% - ------------------------------------------------------------------------------------------------------------------------------ Deposits $281,734 71.5 $201,080 59.1% Federal funds purchased - - 6,955 2.0 Debentures payable 60,330 15.3 84,330 24.8 Accrued interest payable on debentures 6,957 1.8 8,092 2.3 All other liabilities 9,397 2.4 6,420 1.9 - ------------------------------------------------------------------------------------------------------------------------------ Total liabilities 358,418 91.0 306,877 90.1 - ------------------------------------------------------------------------------------------------------------------------------ Stockholders' equity 35,618 9.0 33,604 9.9 - ------------------------------------------------ ----------------------------------------------------------------------------- Total liabilities and stockholders' equity $394,036 100.0% $340,481 100.0% - ------------------------------------------------ ----------------------------------------------------------------------------- Cash and Cash Equivalents - ------------------------- Cash and cash equivalents include interest-bearing and noninterest-bearing cash balances, investments in overnight federal funds and other short-term investments that have original maturities of three months or less. Short-term investments are normally comprised of commercial paper issued by large commercial banks, certificates of deposit and U.S. government securities. The level of cash and cash equivalents fluctuates based on various factors, including liquidity needs, loan demand, deposit flows, repayments of borrowed funds and alternative security investment opportunities. Securities - ---------- Securities which the Company has the intent and ability to hold to maturity are classified as held to maturity and carried at amortized cost. Securities held to maturity totaled $91,377,000 at September 30, 2000, compared to $83,132,000 at December 31, 1999. The increase reflected additional purchases. The portfolio consists of fixed-rate debt obligations of the Federal Home Loan Bank, Federal Farm Credit Bank, Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. Most of the securities have terms that allow the issuer the right to call or prepay its obligation without prepayment penalty. 17 In order for the Banks to be members of the Federal Reserve Banking System, the Banks maintain an investment in the capital stock of the Federal Reserve Bank, which pays a dividend that is currently 6%. The amount of the investment, which amounted to $596,000 at September 30, 2000 and $508,000 at year-end 1999, fluctuates based on each Bank's capital level. Loans Receivable - ---------------- Loans receivable, before the allowance for loan loss reserves, increased to $261,780,000 at September 30, 2000, from $212,937,000 at December 31, 1999. The increase was due to new commercial and multifamily real estate loan originations, partially offset by principal repayments. Commercial real estate and multifamily real estate properties collateralized almost all of the loans in the Company's loan portfolio. At September 30, 2000 and December 31, 1999, the Company did not have any loans on a nonaccrual status or classified as impaired. Allowance for Loan Loss Reserves - -------------------------------- The Company monitors its loan portfolio to determine the appropriate level of the allowance for loan loss reserves based on various factors. These factors include: the type and level of loans outstanding, volume of loan originations; overall portfolio quality; loan concentrations; specific problem loans, historical chargeoffs and recoveries; adverse situations which may affect the borrowers' ability to repay; and management's assessment of the current and anticipated economic conditions in the Company's lending regions. At September 30, 2000, the allowance amounted to $2,785,000, compared to $2,493,000 at year-end 1999. The increase in the allowance was due to new loan originations. The allowance represented 1.06% of total loans outstanding at September 30, 2000, compared to 1.17% at December 31, 1999. All Other Assets - ---------------- The following table shows the composition of all other assets: At Sept 30, At Dec 31, ($ in thousands) 2000 1999 ---------------------------------------------------------------------------- Accrued interest receivable $ 2,811 $ 1,995 Loan fees receivable 1,181 839 Premises and equipment, net 5,656 5,863 Deferred income tax asset 979 936 Deferred debenture offering costs 2,757 3,721 All other 274 948 ---------------------------------------------------------------------------- $ 13,658 $14,302 ---------------------------------------------------------------------------- Accrued interest receivable fluctuates based on the amount of loans, investments and other interest-earning assets outstanding. Loan fees receivable are fees due to the Company in accordance with the terms of mortgage loans. Such amounts are generally due upon the full repayment of the loan. This fee is recorded as deferred income at the time a loan is originated and is then amortized to interest income over the life of the loan. Deferred debenture offering costs consist primarily of underwriters' commissions and are amortized over the terms of the debentures. The decline was due to normal amortization as well as the accelerated amortization of $382,000 in connection with the early retirement of debentures in the second quarter of 2000. See note 5 to the condensed consolidated financial statements for a further discussion. Deposit Liabilities - ------------------- Deposit liabilities increased to $281,734,000 at September 30, 2000, from $201,080,000 at December 31, 1999, due to growth in certificate of deposit accounts. At September 30, 2000, certificate of deposit accounts totaled $202,350,000 and demand deposit, savings, NOW and money-market accounts aggregated $79,384,000. The same categories of deposit accounts totaled $122,794,000 and $78,286,000, respectively, at December 31, 1999. Certificate of deposit accounts represented 72% of total deposits at September 30, 2000, compared to 61% at year-end 1999. 18 Federal Funds Purchased - ----------------------- From time to time, the Banks purchase Federal funds to manage their liquidity needs. At September 30, 2000, there were no outstanding funds, compared to $6,955,000 outstanding at December 31, 1999. Debentures Payable and Accrued Interest Payable on Debentures - ------------------------------------------------------------- At September 30, 2000, debentures payable amounted to $60,330,000, compared to $84,330,000 at year-end 1999. In the first half of 2000, Intervest Corporation of New York's Series 6/29/92, 9/13/93, 1/28/94 and 10/28/94 debentures totaling $24,000,000 in principal amount were redeemed prior to maturity for the outstanding principal amount plus accrued interest aggregating $3,970,000. At September 30, 2000, debentures payable consisted of $53,400,000 of Intervest Corporation of New York's registered floating and fixed-rate subordinated debentures and $6,930,000 of the Holding Company's fixed-rate convertible subordinated debentures. From time to time, Intervest Corporation of New York has issued debentures and the proceeds were used for the origination and purchase of commercial and multifamily mortgage loans. The Holding Company has issued debentures to raise funds for working capital purposes. At September 30, 2000, accrued interest payable on debentures amounted to $6,957,000, compared to $8,092,000 at year-end 1999. The decline reflected the early retirement of the debentures discussed above, partially offset by additional accruals. The accrued interest at September 30, 2000 is payable at the maturity of various debentures. For a further discussion of the debentures, including conversion prices and redemption premiums, see note 5 to the condensed consolidated financial statements. All Other Liabilities - --------------------- The following table shows the composition of all other liabilities: At At September 30, December 31, ($ in thousands) 2000 1999 ---------------------------------------------- --------------- ---------------- Mortgage escrow funds payable $6,132 $3,375 Accrued interest payable on deposits 712 461 Official checks outstanding 1,357 1,821 All other 1,196 763 ---------------------------------------------- --------------- ---------------- $9,397 $6,420 ---------------------------------------------- --------------- ---------------- Mortgage escrow funds payable represent advance payments made by borrowers for real estate taxes and insurance that are remitted by the Company to third parties. The increase reflects the timing of payments to taxing authorities as well as the growth in the loan portfolio. The level of official checks outstanding varies and fluctuates based on banking activity. Stockholders' Equity and Regulatory Capital - ------------------------------------------- Stockholders' equity increased to $35,618,000 at September 30, 2000, from $33,604,000 at December 31, 1999. The increase was almost entirely due to net earnings of $1,750,000 and the issuance of 62,750 shares of common stock. The issuance of common stock resulted, net of issuance costs, in a $245,000 aggregate increase in stockholders' equity. The shares were issued as follows: 12,750 shares of Class A common stock upon the exercise of Class A warrants; and 50,000 shares of Class B common stock issued in connection with the merger. (See note 2 to the condensed consolidated financial statements for a further discussion of the stock issued in connection with the merger.) Intervest Bank and Intervest National Bank are both well-capitalized institutions as defined by FDIC regulations. (See note 7 to the condensed consolidated financial statements for capital ratios.) On June 15, 2000, Intervest National Bank and its primary regulator, the Office of the Comptroller of the Currency of the United States of America entered into a Memorandum of Understanding ("MOU"). The MOU is a formal written agreement whereby, among other things, Intervest National Bank shall review, revise, develop and implement various policies and procedures with respect to its lending and credit underwriting. Management has implemented various actions towards bringing Intervest National Bank into full compliance with the MOU. 19 Liquidity and Capital Resources - ------------------------------- The Company manages its liquidity position on a daily basis to assure that funds are available to meet requirements for operations, loan commitments, deposit withdrawals and the repayment of borrowed funds. The Company's primary sources of funds consist of: retail deposits obtained through the Banks' offices; satisfactions and repayments of loans; the maturities and calls of securities; and cash provided by operating activities. From time to time, the Banks may also utilize the Federal funds market. From time to time, Intervest Corporation of New York has issued debentures and the proceeds have been used for the origination and purchase of commercial and multifamily mortgage loans. The Holding Company has also issued debentures to raise funds for working capital purposes. In the first half of 2000, Intervest Corporation of New York repaid $24,000,000 of debentures plus accrued interest of $3,970,000 to debenture holders. Adequate funds were maintained to retire these debentures. At September 30, 2000, the Company's total commitment to lend aggregated approximately $14,922,000. Based on its cash flow projections, the Company believes that it can fund all of its outstanding lending commitments and maturing liabilities from the aforementioned sources of funds. For information about the cash flows from the Company's operating, investing and financing activities, see the condensed consolidated statements of cash flows in this report. Interest Rate Risk - ------------------ Interest rate risk arises from differences in the repricing of assets and liabilities within a given time period. The primary objective of the Company's asset/liability management strategy is to limit, within established guidelines, the adverse impact of changes in interest rates on the Company's net interest income and capital. The Company uses "gap analysis," which measures the difference between interest-earning assets and interest-bearing liabilities that mature or reprice within a given time period, to monitor its interest rate sensitivity. At September 30, 2000, the Company's one-year negative interest-rate sensitivity gap was $31,503,000, or 8% of total assets, compared to $80,693,000, or 23.7%, at December 31, 1999. The decline in the negative gap was largely due to the retirement of debentures as well as new variable-rate loan originations. In computing the gap, the Company treats interest checking, money market and savings deposit accounts as immediately repricing. For a further discussion of interest rate risk and gap analysis, including the assumptions used in developing the one-year gap position, see the Company's 1999 Annual Report on Form 10-KSB, pages 28 and 29. Comparison of Results of Operations for the Quarters Ended September 30, 2000 and 1999 - -------------------------------------------------------------------------------- Overview - -------- Net earnings for the third quarter of 2000 increased to $929,000, or $0.24 per fully diluted share, from $508,000, or $0.13 per fully diluted share, for the third quarter of 1999. The improvement was primarily due to a $475,000 increase in net interest and dividend income and a $223,000 decline in the provision for loan loss reserves, partially offset by a $318,000 increase in the provision for income taxes. Net Interest and Dividend Income - -------------------------------- Net interest and dividend income is the Company's primary source of earnings and is influenced primarily by the amount, distribution and repricing characteristics of its interest-earning assets and interest-bearing liabilities, as well as by the relative levels and movements of interest rates. The table that follows sets forth information on average assets, liabilities and stockholders' equity; yields earned on interest-earning assets; and rates paid on interest-bearing liabilities for the periods indicated. The yields and rates shown are based on a computation of annualized income/expense for each period divided by average interest-earning assets/interest-bearing liabilities during each period. Certain yields and rates shown are adjusted for related fee income or expense. Average balances are derived mainly from daily balances. Net interest margin is computed by dividing annualized net interest and dividend income by the average of total interest-earning assets during each period. 20 For the Quarter Ended ---------------------------------------------------------------------------- September 30, 2000 September 30, 1999 ---------------------------------------------------------------------------- Average Interest Yield/ Average Interest Yield/ ($ in thousands) Balance Inc./Exp. Rate Balance Inc./Exp. Rate - ------------------------------------------------------------------------------------------------------------------------------ Assets Interest-earning assets: Loans $257,592 $6,538 10.10% $171,578 $4,775 11.04% Securities 97,514 1,462 5.96 107,193 1,548 5.73 Other interest-earning assets 19,671 324 6.55 14,627 164 4.45 - ------------------------------------------------------------------------------------------------------------------------------ Total interest-earning assets 374,777 $8,324 8.84% 293,398 $6,487 8.77% - ------------------------------------------------------------------------------------------------------------------------------ Noninterest-earning assets 13,378 13,647 - ------------------------------------------------------------------------------------------------------------------------------ Total assets $388,155 $307,045 - ------------------------------------------------------------------------------------------------------------------------------ Liabilities and Stockholders' Equity Interest-bearing liabilities: Checking deposits $ 7,714 $ 58 2.99% $ 7,380 $ 56 3.01% Savings deposits 17,341 233 5.35 23,113 242 4.15 Money-market deposits 51,294 701 5.44 46,795 525 4.45 Certificates of deposit 193,640 3,082 6.33 95,864 1,325 5.48 ---------------------------------------------------------------------------- Total deposit accounts 269,989 4,074 6.00 173,152 2,148 4.92 Federal funds purchased - - - 214 3 5.56 Debentures and accrued interest payable 67,336 1,869 11.04 91,331 2,430 10.56 - ------------------------------------------------------------------------------------------------------------------------------ Total interest-bearing liabilities 337,325 $5,943 7.01% 264,697 $4,581 6.87% - ------------------------------------------------------------------------------------------------------------------------------ Noninterest-bearing deposits 6,766 3,685 Noninterest-bearing liabilities 8,940 6,302 Stockholders' equity 35,124 32,361 - ------------------------------------------------------------------------------------------------------------------------------ Total liabilities and stockholders' equity $388,155 $307,045 - ------------------------------------------------------------------------------------------------------------------------------ Net interest and dividend income/spread $2,381 1.83% $1,906 1.90% - ------------------------------------------------------------------------------------------------------------------------------ Net interest-earning assets/margin $37,452 2.53% $28,701 2.58% - ------------------------------------------------------------------------------------------------------------------------------ Ratio of total interest-earning assets to total interest-bearing liabilities 1.11x 1.11x - ------------------------------------------------------------------------------------------------------------------------------ Other Ratios: Return on average assets (1) 0.96% 0.66% Return on average equity (1) 10.58% 6.28% Noninterest expense to average assets (1) 1.11% 1.31% Efficiency ratio 39.76% 47.20% Average stockholders' equity to average assets 9.05% 10.54% - ------------------------------------------------------------------------------------------------------------------------------- <FN> (1) Annualized </FN> Net interest and dividend income increased to $2,381,000 in the third quarter of 2000, from $1,906,000 in the 1999 third quarter. The improvement was attributable to a $86,014,000 increase in the average loan portfolio, partially offset by a decline in the interest rate spread from 1.90% to 1.83%. The growth in the loan portfolio was funded by a $97,776,000 increase in average certificates of deposit. The Company's cost of funds increased 14 basis points to 7.01% due to the rising interest rate environment, as evidenced by the Federal Reserve Board increasing the Federal Funds target rate on six occasions between June 1999 and June 2000, for a total increase of 175 basis points. The higher rate environment resulted in higher rates paid by the Company on its deposit accounts and floating-rate debentures, as well as an increase in depositors' preference for certificate of deposit accounts. Such accounts normally pay a higher rate than savings and money-market accounts. The Company's yield on earning assets increased 7 basis points to 8.84%. This increase was a function of increased loan originations and higher yields earned on investment securities and other short-term investments, partially offset by a decline in the average yield earned on the loan portfolio. Despite the higher interest rate environment, the average yield on the loan portfolio declined due to competitive lending conditions. The competitive lending conditions resulted in originations of new loans with lower interest rates than the average yield of the existing portfolio, as well as prepayments of higher-yielding loans. The effect of loan prepayments as well as new loans with lower rates was offset to some degree by rate increases on floating-rate loans. 21 Provision for Loan Loss Reserves - -------------------------------- The provision is based on management's ongoing assessment of the adequacy of the allowance for loan loss reserves, which takes into consideration a number of factors that are discussed in note 3 to the condensed consolidated financial statements. The provision amounted to $47,000 in the third quarter of 2000, compared to $270,000 in the third quarter of 1999. Noninterest Income - ------------------ Noninterest income was $338,000 in the third quarter of 2000, compared to $219,000 in the third quarter of 1999, or a $119,000 increase. Noninterest income includes fees from customer service charges and income from mortgage lending activities, which are comprised of loan prepayment fees, fees earned on expired loan commitments, and loan service, inspection and maintenance charges. The increase from the prior year quarter was primarily due to higher loan prepayment fee income. Noninterest Expenses - -------------------- Noninterest expenses were $1,081,000 in the third quarter of 2000, compared to $1,003,000 in the third quarter of 1999, or a $78,000 increase. The increase was primarily due to normal salary increases and a higher level of professional fees and services. Provision for Income Taxes - -------------------------- The provision for income taxes increased to $662,000 in the third quarter of 2000, from $344,000 in the same period of 1999, primarily due to higher pre-tax earnings. The Company's effective tax rate (inclusive of state and local taxes) amounted to 41.6% in the 2000 period, compared to 40.4% in the 1999 period. Comparison of Results of Operations for the Nine-Months Ended September 30, 2000 and 1999 - -------------------------------------------------------------------------------- Overview - -------- For the first nine months of 2000, net earnings increased to $1,750,000, or $0.45 per fully diluted share, from $1,341,000, or $0.32 per fully diluted share, for the same period of 1999. The improvement was due to a $977,000 increase in net interest and dividend income and a $313,000 decline in the provision for loan loss reserves. These items were partially offset by a $466,000 increase in noninterest expenses and a $239,000 increase in the provision for income taxes. Net Interest and Dividend Income - -------------------------------- Net interest and dividend income is the Company's primary source of earnings and is influenced primarily by the amount, distribution and repricing characteristics of its interest-earning assets and interest-bearing liabilities as well as by the relative levels and movements of interest rates. The table that follows sets forth information on average assets, liabilities and stockholders' equity; yields earned on interest-earning assets; and rates paid on interest-bearing liabilities for the periods indicated. The yields and rates shown are based on a computation of annualized income/expense for each period divided by average interest-earning assets/interest-bearing liabilities during each period. Certain yields and rates shown are adjusted for related fee income or expense. Average balances are derived mainly from daily balances. Net interest margin is computed by dividing annualized net interest and dividend income by the average of total interest-earning assets during each period. 22 For the Nine-Months Ended ----------------------------------------------------------------------------- September 30, 2000 September 30, 1999 ----------------------------------------------------------------------------- Average Interest Yield/ Average Interest Yield/ ($ in thousands) Balance Inc./Exp. Rate Balance Inc./Exp. Rate - ------------------------------------------------------------------------------------------------------------------------------- Assets Interest-earning assets: Loans $244,990 $18,214 9.93% $166,830 $13,772 11.04% Securities 99,442 4,413 5.93 108,429 4,560 5.62 Other interest-earning assets 13,209 611 6.18 13,467 435 4.32 - ------------------------------------------------------------------------------------------------------------------------------- Total interest-earning assets 357,641 $23,238 8.68% 288,726 $18,767 8.69% - ------------------------------------------------------------------------------------------------------------------------------- Noninterest-earning assets 13,787 12,694 - ------------------------------------------------------------------------------------------------------------------------------- Total assets $371,428 $301,420 - ------------------------------------------------------------------------------------------------------------------------------- Liabilities and Stockholders' Equity Interest-bearing liabilities: Checking deposits $ 7,589 $ 172 3.03% $ 7,516 $ 174 3.10% Savings deposits 17,545 678 5.16 25,296 785 4.15 Money-market deposits 51,900 2,074 5.34 40,021 1,318 4.40 Certificates of deposit 163,823 7,463 6.09 93,408 3,855 5.52 ----------------------------------------------------------------------------- Total deposit accounts 240,857 10,387 5.76 166,241 6,132 4.93 Federal funds purchased 3,321 146 5.87 218 9 5.52 Debentures and accrued interest payable 78,514 6,374 10.84 92,977 7,272 10.46 - ------------------------------------------------- ----------------------------------------------------------------------------- Total interest-bearing liabilities 322,692 $16,907 7.00% 259,436 $13,413 6.91% - ------------------------------------------------- ----------------------------------------------------------------------------- Noninterest-bearing deposits 5,980 4,023 Noninterest-bearing liabilities 8,297 6,069 Stockholders' equity 34,459 31,892 - ------------------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $371,428 $301,420 - ------------------------------------------------------------------------------------------------------------------------------- Net interest and dividend income/spread $6,331 1.68% $5,354 1.78% - ------------------------------------------------------------------------------------------------------------------------------- Net interest-earning assets/margin $34,949 2.36% $29,290 2.48% - ------------------------------------------------------------------------------------------------------------------------------- Ratio of total interest-earning assets to total interest-bearing liabilities 1.11x 1.11x - ------------------------------------------------------------------------------------------------------------------------------- Other Ratios: Return on average assets (1) 0.63% 0.59% Return on average equity (1) 6.77% 5.61% Noninterest expense to average assets (1) 1.24% 1.33% Efficiency ratio 49.39% 48.87% Average stockholders' equity to average assets 9.28% 10.58% - ------------------------------------------------------------------------------------------------------------------------------- <FN> (1) Annualized </FN> Net interest and dividend income increased to $6,331,000 in the first nine months of 2000, from $5,354,000 in the same period of 1999. The improvement was attributable to a $78,160,000 increase in the average loan portfolio, partially offset by a decline in the interest rate spread from 1.78% to 1.68%. The growth in the loan portfolio was funded primarily by a $74,616,000 increase in average deposits. The Company's cost of funds increased 9 basis points to 7.00% due to the rising interest rate environment, as evidenced by the Federal Reserve Board increasing the Federal Funds target rate on six occasions between June 1999 and June 2000, for a total of 175 basis points. The higher rate environment resulted in higher rates paid by the Company on its deposit accounts and floating-rate debentures, as well as an increase in depositors' preference for certificate of deposit accounts. Such accounts normally pay a higher rate than savings and money-market accounts. The Company's yield on earning assets declined 1 basis point to 8.68% due to a decline in the overall yield on the loan portfolio. Despite the higher interest rate environment, the average yield on the loan portfolio declined due to competitive lending conditions. The competitive lending conditions resulted in originations of new loans with lower interest rates than the average yield of the existing portfolio, as well as prepayments of higher-yielding loans. The effect of loan prepayments as well as new loans with lower rates was partially offset by rate increases on floating-rate loans and higher yields earned on investment securities and other short-term investments. 23 Provision for Loan Loss Reserves - -------------------------------- The provision is based on management's ongoing assessment of the adequacy of the allowance for loan loss reserves, which takes into consideration a number of factors that are discussed in note 3 to the condensed consolidated financial statements in this report. The provision amounted to $292,000 in the first nine months of 2000, compared to $605,000 in the first nine months of 1999. Noninterest Income - ------------------ Noninterest income declined to $678,000 in the first nine months of 2000, from $776,000 in the first nine months of 1999, primarily due to lower income from mortgage lending activities. Noninterest income includes fees from customer service charges and income from mortgage lending activities, which are comprised of loan prepayment fees, fees earned on expired loan commitments, and loan service, inspection and maintenance charges. Noninterest Expenses - -------------------- Noninterest expenses increased to $3,462,000 in the first nine months of 2000, from $2,996,000 in the first nine months of 1999. The increase was due to approximately $210,000 of nonrecurring expenses associated with the acquisition of Intervest Corporation of New York and increased operating expenses of Intervest National Bank, which was in business for the full nine months of 2000 versus six months for the 1999 period (Intervest National Bank opened on April 1, 1999). The increase in operating expenses reflected higher compensation and occupancy and equipment expenses. The nonrecurring expenses related to attorney fees, consulting fees, printing costs, and stock compensation expense (see note 2 to the condensed consolidated financial statements). Provision for Income Taxes - -------------------------- The provision for income taxes amounted to $1,299,000 in the first nine months of 2000, compared to $1,060,000 in the same period of 1999, due to higher pre-tax income. The Company's effective tax rate (inclusive of state and local taxes) amounted to 39.9% in the 2000 period, compared to 41.9% in the 1999 period. The decline in the effective tax rate reflects lower New York State and City taxes generated from Intervest Corporation of New York's and the Holding Company's operations. Extraordinary Item - ------------------ In the second quarter of 2000, Intervest Corporation of New York redeemed its Series 9/13/93, 1/28/94 and 10/28/94 debentures aggregating $17,000,000 in principal amount prior to maturity for the outstanding principal plus accrued interest. In connection with these early redemptions, $382,000 of unamortized deferred debenture offering costs was charged to expense in the second quarter of 2000 and reported as an extraordinary charge, net of a tax benefit of $176,000, in the condensed consolidated statement of earnings for the nine-months ended September 30, 2000. Cumulative Effect of Change in Accounting Principle - --------------------------------------------------- The change in accounting principle represents the required adoption of the AICPA's Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-Up Activities," which applies to all companies except as provided for therein. The SOP requires that all start-up costs (except for those that are capitalizable under other generally accepted accounting principles) be expensed as incurred for financial statement purposes effective January 1, 1999. Previously, a portion of start-up costs were generally capitalized and amortized over a period of time. The adoption of this statement resulted in the immediate expensing on January 1, 1999 of $193,000 in start-up costs incurred through December 31, 1998 in connection with organizing Intervest National Bank. A deferred tax benefit of $65,000 was recorded in conjunction with this charge. Year 2000 Issue - --------------- The Year 2000 issue is the result of computer programs that were written using two digits rather than four digits to define the applicable year. As a result, such programs may recognize a date using "00" as the year 1900 instead of the year 2000, which could result in system failures or miscalculations. Prior to January 1, 2000, the Company had completed all upgrades necessary to ensure that its operating and financial systems were Year 2000 compliant. To date, the Company has not experienced any problems as a result of the Year 2000 issue, nor does management expect it will. Expenses incurred by the Company related to the Year 2000 issue have not been material. 24 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk Market risk is the risk of loss from adverse changes in market prices and interest rates. The Company's market risk arises primarily from interest rate risk inherent in its lending and deposit-taking activities. The Company has no risk related to trading accounts, commodities or foreign exchange. Management actively monitors and manages the Company's interest rate risk exposure. The primary objective in managing interest rate risk is to limit, within established guidelines, the adverse impact of changes in interest rates on the Company's net interest income and capital. The Company uses "gap analysis," which measures the difference between interest-earning assets and interest-bearing liabilities that mature or reprice within a given time period, to monitor its interest rate sensitivity. However, a sudden and substantial increase in interest rates could adversely impact the Company's earnings, to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent, or on the same basis. Management believes that there have been no significant changes in the Company's market risk exposure since December 31, 1999. PART II. OTHER INFORMATION ITEM 1. Legal Proceedings Not Applicable ITEM 2. Changes in Securities and Use of Proceeds (a) Not Applicable (b) Not Applicable (c) Not Applicable (d) Not Applicable ITEM 3. Defaults Upon Senior Securities Not Applicable ITEM 4. Submission of Matters to a Vote of Security Holders (a) Not Applicable (b) Not Applicable (c) Not Applicable (d) Not Applicable ITEM 5. Other Information Not Applicable ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibit Index (numbered in accordance with Item 601 of Regulation S-B) 27 - Financial Data Schedule (For SEC Purposes only) (b) No reports on Form 8-K were filed during the quarter ended September 30, 2000. Signatures Pursuant to the requirements 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. INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES Date: November 10, 2000 By: /s/ Lowell S. Dansker -------------------------------------------------- Lowell S. Dansker, President and Treasurer (CFO) Date: November 10, 2000 By: /s/ Lawrence G. Bergman -------------------------------------------------- Lawrence G. Bergman, Vice President and Secretary