================================================================================ 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 JUNE 30, 2004 ------------- 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) 1 ROCKEFELLER PLAZA, SUITE 400 NEW YORK, NEW YORK 10020-2002 ---------------------------------------- (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 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: YES XX NO . -- -- Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act): YES NO XX. -- -- 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, $1.00 par value per share 5,663,075 Outstanding at July 30, 2004 - ----------------------------------------------- -------------------------------------- Class B Common Stock, $1.00 par value per share 385,000 Outstanding at July 30, 2004 - ----------------------------------------------- -------------------------------------- ================================================================================ INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES FORM 10-Q JUNE 30, 2004 TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Page ---- ITEM 1. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets as of June 30, 2004 (Unaudited) and December 31, 2003 . . . . . . .2 Condensed Consolidated Statements of Earnings (Unaudited) for the Quarters and Six-Months Ended June 30, 2004 and 2003 . . . . . . . . . . . . . . . . . . . . . . 3 Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)for the Six-Months Ended June 30, 2004 and 2003 . . . . . . . . . . . . . . . . . . . 4 Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six-Months Ended June 30, 2004 and 2003 . . . . . . . . . .5 Notes to Condensed Consolidated Financial Statements (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . .6 Review by Independent Registered Public Accounting Firm . . . . . . 13 Report of Independent Registered Public Accounting Firm . . . . . . 14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . 16 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . . . . . . . . . . . . . . . . . .27 ITEM 4. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . .28 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . .29 ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES . . . . . . . . . . . . . . 29 ITEM 3. DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . .29 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . .29 ITEM 5. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . .29 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . 29 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30 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 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, DECEMBER 31, ($in thousands, except par value) 2004 2003 - ---------------------------------------------------------------------------------------------- ------------ ------------- ASSETS (Unaudited) Cash and due from banks $ 3,656 $ 8,833 Federal funds sold 13,570 36,816 Commercial paper and other short-term investments 2,653 18,479 ------------ ------------- Total cash and cash equivalents 19,879 64,128 Securities held to maturity, net (estimated fair value of $194,871 and $152,995, respectively) 196,132 152,823 Federal Reserve Bank and Federal Home Loan Bank stock, at cost 4,642 3,075 Loans receivable (net of allowance for loan losses of $8,941 and $6,580, respectively) 868,355 664,545 Accrued interest receivable 5,598 4,995 Loan fees receivable 6,946 5,622 Premises and equipment, net 7,084 5,752 Deferred income tax asset 4,083 2,960 Deferred debenture offering costs, net 4,579 4,023 Other assets 1,968 3,600 - ---------------------------------------------------------------------------------------------- ------------ ------------- TOTAL ASSETS $ 1,119,266 $ 911,523 - ---------------------------------------------------------------------------------------------- ------------ ------------- LIABILITIES Deposits: Noninterest-bearing demand deposit accounts $ 7,062 $ 6,210 Interest-bearing deposit accounts: Checking (NOW) accounts 10,909 9,146 Savings accounts 31,915 30,784 Money market accounts 205,924 162,214 Certificate of deposit accounts 597,042 467,159 ------------ ------------- Total deposit accounts 852,852 675,513 Borrowed Funds: Federal funds purchased 3,384 - Subordinated debentures 93,560 94,690 Subordinated debentures - capital securities 46,392 30,928 Accrued interest payable on all debentures 12,055 14,510 Mortgage note payable 249 255 ------------ ------------- Total borrowed funds 155,640 140,383 Accrued interest payable on deposits 1,237 1,080 Mortgage escrow funds payable 15,354 10,540 Official checks outstanding 10,226 6,122 Other liabilities 2,698 2,500 - ---------------------------------------------------------------------------------------------- ------------ ------------- TOTAL LIABILITIES 1,038,007 836,138 - ---------------------------------------------------------------------------------------------- ------------ ------------- STOCKHOLDERS' EQUITY Preferred stock (300,000 shares authorized, none issued) - - Class A common stock ($1.00 par value, 9,500,000 shares authorized, 5,663,075 and 5,603,377 shares issued and outstanding, respectively) 5,663 5,603 Class B common stock ($1.00 par value, 700,000 shares authorized, 385,000 shares issued and outstanding) 385 385 Additional paid-in-capital, common 36,562 35,988 Retained earnings 38,649 33,409 - ---------------------------------------------------------------------------------------------- ------------ ------------- TOTAL STOCKHOLDERS' EQUITY 81,259 75,385 ============================================================================================== ============ ============= TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,119,266 $ 911,523 ============================================================================================== ============ ============= See accompanying notes to condensed consolidated financial statements. 2 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) QUARTER ENDED SIX-MONTHS ENDED JUNE 30, JUNE 30, ------------------ ---------------------- ($in thousands, except per share data) 2004 2003 2004 2003 - ----------------------------------------------------------------- -------- -------- ---------- ---------- INTEREST AND DIVIDEND INCOME Loans receivable $ 14,457 $11,613 $ 28,249 $ 22,283 Securities 859 770 1,564 1,657 Other interest-earning assets 75 87 171 155 - ----------------------------------------------------------------- -------- -------- ---------- ---------- TOTAL INTEREST AND DIVIDEND INCOME 15,391 12,470 29,984 24,095 - ----------------------------------------------------------------- -------- -------- ---------- ---------- INTEREST EXPENSE Deposits 5,906 4,518 11,218 8,971 Subordinated debentures 2,098 2,067 4,331 4,024 Subordinated debentures - capital securities 856 374 1,522 748 Federal funds purchased and mortgage note payable 6 5 10 9 - ----------------------------------------------------------------- -------- -------- ---------- ---------- TOTAL INTEREST EXPENSE 8,866 6,964 17,081 13,752 - ----------------------------------------------------------------- -------- -------- ---------- ---------- NET INTEREST AND DIVIDEND INCOME 6,525 5,506 12,903 10,343 Provision for loan losses 1,284 430 2,361 774 - ----------------------------------------------------------------- -------- -------- ---------- ---------- NET INTEREST AND DIVIDEND INCOME AFTER PROVISION FOR LOAN LOSSES 5,241 5,076 10,542 9,569 - ----------------------------------------------------------------- -------- -------- ---------- ---------- NONINTEREST INCOME Customer service fees 75 50 134 88 Income from mortgage lending activities 414 261 604 414 Income from the early repayment of mortgage loans 734 896 1,890 1,037 Commissions and fees - - 56 - Gain (loss) from early call of investment securities 2 (37) (3) (40) All other - 6 - 6 - ----------------------------------------------------------------- -------- -------- ---------- ---------- TOTAL NONINTEREST INCOME 1,225 1,176 2,681 1,505 - ----------------------------------------------------------------- -------- -------- ---------- ---------- NONINTEREST EXPENSES Salaries and employee benefits 941 897 1,902 1,764 Occupancy and equipment, net 481 318 825 638 Data processing 127 190 256 338 Professional fees and services 95 80 198 187 Stationery, printing and supplies 46 37 90 79 Postage and delivery 29 25 54 50 FDIC and general insurance 63 54 127 111 Director and committee fees 84 42 172 67 Advertising and promotion 22 7 35 22 All other 157 229 304 407 - ----------------------------------------------------------------- -------- -------- ---------- ---------- TOTAL NONINTEREST EXPENSES 2,045 1,879 3,963 3,663 - ----------------------------------------------------------------- -------- -------- ---------- ---------- Earnings before income taxes 4,421 4,373 9,260 7,411 Provision for income taxes 1,916 1,807 4,020 3,044 - ----------------------------------------------------------------- -------- -------- ---------- ---------- NET EARNINGS $ 2,505 $ 2,566 $ 5,240 $ 4,367 - ----------------------------------------------------------------- -------- -------- ---------- ---------- BASIC EARNINGS PER SHARE $ 0.42 $ 0.55 $ 0.87 $ 0.93 DILUTED EARNINGS PER SHARE $ 0.37 $ 0.45 $ 0.78 $ 0.77 DIVIDENDS PER SHARE $ - $ - $ - $ - - ----------------------------------------------------------------- -------- -------- ---------- ---------- See accompanying notes to condensed consolidated financial statements. 3 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) SIX-MONTHS ENDED JUNE 30, -------------------------------------- 2004 2003 ------------------ ------------------ ($in thousands) SHARES AMOUNT SHARES AMOUNT - ----------------------------------------------------------------------- --------- ------- --------- ------- CLASS A COMMON STOCK Balance at beginning of period 5,603,377 $ 5,603 4,348,087 $ 4,348 Issuance of shares upon the exercise of warrants 42,510 43 5,200 5 Issuance of shares upon the conversion of debentures 17,188 17 5,948 6 - ----------------------------------------------------------------------- --------- ------- --------- ------- Balance at end of period 5,663,075 5,663 4,359,235 4,359 - ----------------------------------------------------------------------- --------- ------- --------- ------- CLASS B COMMON STOCK Balance at beginning of period 385,000 385 355,000 355 Issuance of shares for acquisition of Intervest Securities Corporation - - 30,000 30 - ----------------------------------------------------------------------- --------- ------- --------- ------- Balance at end of period 385,000 385 385,000 385 - ----------------------------------------------------------------------- --------- ------- --------- ------- ADDITIONAL PAID-IN-CAPITAL, COMMON Balance at beginning of period 35,988 24,134 Compensation related to vesting of certain Class B stock warrants 10 13 Compensation related to certain Class A stock warrants modified - 194 Issuance of shares upon the exercise of warrants 383 47 Issuance of shares upon the conversion of debentures 181 36 Issuance of shares for acquisition of Intervest Securities Corporation - 185 - ----------------------------------------------------------------------- --------- ------- --------- ------- Balance at end of period 36,562 24,609 - ----------------------------------------------------------------------- --------- ------- --------- ------- RETAINED EARNINGS Balance at beginning of period 33,409 24,289 Net earnings for the period 5,240 4,367 - ----------------------------------------------------------------------- --------- ------- --------- ------- Balance at end of period 38,649 28,656 - ----------------------------------------------------------------------- --------- ------- --------- ------- - ----------------------------------------------------------------------- --------- ------- --------- ------- TOTAL STOCKHOLDERS' EQUITY AT END OF PERIOD 6,048,075 $81,259 4,744,235 $58,009 - ----------------------------------------------------------------------- --------- ------- --------- ------- See accompanying notes to condensed consolidated financial statements. 4 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) SIX-MONTHS ENDED JUNE 30, ---------------------- ($in thousands) 2004 2003 - ------------------------------------------------------------------------------------ ----------- --------- OPERATING ACTIVITIES Net earnings $ 5,240 $ 4,367 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 307 261 Provision for loan losses 2,361 774 Deferred income tax benefit (1,123) (507) Amortization of deferred debenture offering costs 617 508 Compensation expense related to common stock warrants 10 207 Net amortization of premiums and (accretion) of discounts and deferred loan fees (1,243) (590) Net loss from sale of foreclosed real estate - 51 Net (decrease) increase in accrued interest payable on debentures (2,382) 902 Net increase in official checks outstanding 4,104 1,165 Net change in all other assets and liabilities 5,564 2,544 - ------------------------------------------------------------------------------------ ----------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 13,455 9,682 - ------------------------------------------------------------------------------------ ----------- --------- INVESTING ACTIVITIES Net decrease in interest-earning time deposits with banks - 2,000 Maturities and calls of securities held to maturity 44,665 61,890 Purchases of securities held to maturity (89,128) (39,185) Net increase in loans receivable (208,814) (86,416) Sale of foreclosed real estate - 150 Cash acquired through acquisition of Intervest Securities Corporation - 218 Purchases of Federal Reserve Bank and Federal Home Loan Bank stock (1,567) (1,697) Purchases of premises and equipment, net (1,639) (87) Investment in unconsolidated subsidiaries (464) - - ------------------------------------------------------------------------------------ ----------- --------- NET CASH USED IN INVESTING ACTIVITIES (256,947) (63,127) - ------------------------------------------------------------------------------------ ----------- --------- FINANCING ACTIVITIES Net increase in deposits 177,339 47,430 Net increase in mortgage escrow funds payable 4,814 3,032 Net increase in federal funds purchased 3,384 - Principal repayments of debentures and mortgage note payable (11,006) (1,406) Gross proceeds from issuance of debentures 25,464 7,500 Debenture issuance costs (1,178) (607) Proceeds from issuance of common stock 426 52 - ------------------------------------------------------------------------------------ ----------- --------- NET CASH PROVIDED BY FINANCING ACTIVITIES 199,243 56,001 - ------------------------------------------------------------------------------------ ----------- --------- Net (decrease) increase in cash and cash equivalents (44,249) 2,556 Cash and cash equivalents at beginning of period 64,128 30,849 ==================================================================================== =========== ========= Cash and cash equivalents at end of period $ 19,879 $ 33,405 ==================================================================================== =========== ========= SUPPLEMENTAL DISCLOSURES Cash paid during the period for: Interest $ 18,689 $ 12,331 Income taxes 6,227 3,618 Noncash activities: Loan to finance sale of foreclosed real estate - 880 Conversion of debentures and accrued interest into Class A common stock 203 42 - ------------------------------------------------------------------------------------ ----------- --------- See accompanying notes to condensed consolidated financial statements. 5 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 1 - PRINCIPLES OF CONSOLIDATION, BASIS OF PRESENTATION AND USE OF ESTIMATES The condensed consolidated financial statements of Intervest Bancshares Corporation and Subsidiaries in this report have not been audited except for information derived from the 2003 audited consolidated financial statements and notes thereto. The condensed consolidated financial statements in this report should be read in conjunction with the 2003 audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. The financial statements include the accounts of Intervest Bancshares Corporation (a financial holding company referred to by itself as the "Holding Company") and its subsidiaries, Intervest National Bank (the "Bank"), Intervest Mortgage Corporation and Intervest Securities Corporation. The entities are referred to collectively as the "Company" on a consolidated basis. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform to the current period's presentation. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Intervest Statutory Trust I, II and III are wholly owned subsidiaries of the Holding Company that are unconsolidated entities as required by FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" as revised in December 2003. FIN 46 requires bank holding companies that have used controlled business trusts to raise financing by issuing trust preferred securities (capital securities) to deconsolidate their investments in those trusts. The Company adopted FIN 46 in the first quarter of 2004 and the deconsolidation of Intervest Statutory Trust I and II, which were formed prior to FIN 46, increased both the Company's total assets and borrowed funds previously reported at December 31, 2003 by $968,000. Management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent liabilities as of the date of the consolidated financial statements, and revenues and expenses during the reporting periods. Actual results could differ from those estimates. Estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and the need for a valuation allowance for deferred tax assets. 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. NOTE 2 - DESCRIPTION OF BUSINESS The offices of the Holding Company, Intervest Mortgage Corporation, Intervest Securities Corporation and the Bank's headquarters and full-service banking office are located on the entire fourth floor of One Rockefeller Plaza in New York City, New York, 10020-2002. The Holding Company's primary business is the operation of its subsidiaries. It does not engage in any other substantial business activities other than a limited amount of real estate mortgage lending. From time to time, the Holding Company also issues debt securities to raise funds for working capital purposes. The Company's business segment is banking. The Bank is a nationally chartered, full-service commercial bank that has its headquarters and full-service banking office in Rockefeller Plaza in New York City, and a total of five full-service banking offices in Pinellas County, Florida - four in Clearwater and one in South Pasadena. The Bank conducts a personalized commercial and consumer banking business and attracts deposits from the areas served by its banking offices. It also provides internet banking services through its web site: www.intervestnatbank.com, which can attract deposit customers from outside its primary market areas. The deposits, together with funds derived from other sources, are used to originate real estate, commercial and consumer loans and to purchase investment securities. The Bank emphasizes multifamily and commercial real estate lending. Intervest Mortgage Corporation is a mortgage investment company engaged in the real estate business, including the origination and purchase of real estate mortgage loans, consisting of first mortgage and junior mortgage loans. Intervest Mortgage Corporation issues debentures to provide funding for its business. 6 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 2 - DESCRIPTION OF BUSINESS - CONTINUED Intervest Securities Corporation is a broker/dealer and a NASD and SIPC member firm that participates as a selected dealer from time to time in offerings of debt securities of the Company, primarily those of Intervest Mortgage Corporation. On June 2, 2003, the Holding Company acquired all of the outstanding capital stock of Intervest Securities Corporation in exchange for 30,000 shares of its Class B common stock that was newly issued for this transaction. Intervest Securities Corporation's total assets consisted of approximately $218,000 of cash at the time of acquisition. Prior to the acquisition, Intervest Securities Corporation was an affiliated entity in that it was wholly owned by the spouse of the Chairman of the Holding Company. The acquisition was accounted for at historical cost. No restatements of the Company's prior period consolidated financial statements were made because the financial results of Intervest Securities Corporation were diminimus. Intervest Statutory Trust I, Intervest Statutory Trust II and Intervest Statutory Trust III were formed in December 2001, September 2003 and March 2004, respectively. Each was formed for the sole purpose of issuing and administering capital securities as discussed in note 7 herein. The Trusts do not conduct any trade or business. NOTE 3 - LOANS RECEIVABLE Loans receivable is summarized as follows: At June 30, 2004 At December 31, 2003 ---------------------- ------------------------- ($in thousands) # of Loans Amount # of Loans Amount - --------------------------------------- ---------- ---------- ---------- ------------- Commercial real estate loans 218 $ 497,773 184 $ 344,071 Residential multifamily loans 236 371,689 210 310,650 Land development and other land loans 7 16,783 6 20,526 Residential 1-4 family loans 3 130 26 1,628 Commercial business loans 24 1,123 28 1,662 Consumer loans 11 172 16 319 - --------------------------------------- ---------- ---------- ---------- ------------- Loans receivable 499 887,670 470 678,856 - --------------------------------------- ---------- ---------- ---------- ------------- Deferred loan fees (10,374) (7,731) - --------------------------------------- ---------- ---------- ---------- ------------- Loans receivable, net of deferred fees 877,296 671,125 - --------------------------------------- ---------- ---------- ---------- ------------- Allowance for loan losses (8,941) (6,580) - --------------------------------------- ---------- ---------- ---------- ------------- Loans receivable, net $ 868,355 $ 664,545 - --------------------------------------- ---------- ---------- ---------- ------------- At June 30, 2004, there were no loans on nonaccrual status, compared to two real estate loans (aggregate principal balance of $8,474,000) on nonaccrual status at December 31, 2003. The loans were considered impaired but no valuation allowance was maintained at December 31, 2003 since the estimated fair value of the underlying properties exceeded the Company's recorded investment. At June 30, 2004 and December 31, 2003, there were no other impaired loans or loans ninety days past due and still accruing interest. NOTE 4 - ALLOWANCE FOR LOAN LOSSES Activity in the allowance for loan losses is summarized as follows: Quarter Ended June 30, Six-Months Ended June 30, -------------------------- ----------------------------- ($in thousands) 2004 2003 2004 2003 - -------------------------------- ------------ ------------ ------------- -------------- Balance at beginning of period $ 7,657 $ 4,955 $ 6,580 $ 4,611 Provision charged to operations 1,284 430 2,361 774 - -------------------------------- ------------ ------------ ------------- -------------- Balance at end of period $ 8,941 $ 5,385 $ 8,941 $ 5,385 - -------------------------------- ------------ ------------ ------------- -------------- NOTE 5 - DEPOSITS Scheduled maturities of certificates of deposit accounts are as follows: At June 30, 2004 At December 31, 2003 ---------------------- ------------------------ Wtd-Avg Wtd-Avg ($in thousands) Amount Stated Rate Amount Stated Rate - ------------------------- -------- ------------ ---------- ------------ Within one year $254,086 2.68% $ 182,693 2.75% Over one to two years 108,624 3.36 90,936 3.64 Over two to three years 58,524 4.93 30,094 4.43 Over three to four years 71,269 4.40 89,085 4.83 Over four years 104,539 4.24 74,351 4.20 - ------------------------- -------- ------------ ---------- ------------ $597,042 3.50% $ 467,159 3.66% - ------------------------- -------- ------------ ---------- ------------ 7 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 6 - SUBORDINATED DEBENTURES AND MORTGAGE NOTE PAYABLE Subordinated debentures and mortgage note payable are summarized as follows: At June 30, At December 31, ------------ ---------------- ($in thousands) 2004 2003 - ------------------------------------------------------------------------- ------------ ---------------- INTERVEST MORTGAGE CORPORATION: Series 05/12/95 - interest at 2% above prime (1) - due April 1, 2004 $ - $ 9,000 Series 10/19/95 - interest at 2% above prime (1) - due October 1, 2004 9,000 9,000 Series 05/10/96 - interest at 2% above prime (1) - due April 1, 2005 10,000 10,000 Series 10/15/96 - interest at 2% above prime (1) - due October 1, 2005 5,500 5,500 Series 04/30/97 - interest at 1% above prime (1) - due October 1, 2005 8,000 8,000 Series 11/10/98 - interest at 9% fixed - due January 1, 2005 2,600 2,600 Series 06/28/99 - interest at 8 1/2% fixed - due July 1, 2004 - 2,000 Series 06/28/99 - interest at 9% fixed - due July 1, 2006 2,000 2,000 Series 09/18/00 - interest at 8 1/2% fixed - due January 1, 2006 1,250 1,250 Series 09/18/00 - interest at 9% fixed - due January 1, 2008 1,250 1,250 Series 08/01/01 - interest at 7 1/2% fixed - due April 1, 2005 1,750 1,750 Series 08/01/01 - interest at 8% fixed - due April 1, 2007 2,750 2,750 Series 08/01/01 - interest at 8 1/2% fixed - due April 1, 2009 2,750 2,750 Series 01/17/02 - interest at 7 1/4% fixed - due October 1, 2005 1,250 1,250 Series 01/17/02 - interest at 7 1/2% fixed - due October 1, 2007 2,250 2,250 Series 01/17/02 - interest at 7 3/4% fixed - due October 1, 2009 2,250 2,250 Series 08/05/02 - interest at 7 1/4% fixed - due January 1, 2006 1,750 1,750 Series 08/05/02 - interest at 7 1/2% fixed - due January 1, 2008 3,000 3,000 Series 08/05/02 - interest at 7 3/4% fixed - due January 1, 2010 3,000 3,000 Series 01/21/03 - interest at 6 3/4% fixed - due July 1, 2006 1,500 1,500 Series 01/21/03 - interest at 7 % fixed - due July 1, 2008 3,000 3,000 Series 01/21/03 - interest at 7 1/4% fixed - due July 1, 2010 3,000 3,000 Series 07/25/03 - interest at 6 1/2% fixed - due October 1, 2006 2,500 2,500 Series 07/25/03 - interest at 6 3/4% fixed - due October 1, 2008 3,000 3,000 Series 07/25/03 - interest at 7 % fixed - due October 1, 2010 3,000 3,000 Series 11/28/03 - interest at 6 1/4% fixed - due April 1, 2007 2,000 - Series 11/28/03 - interest at 6 1/2% fixed - due April 1, 2009 3,500 - Series 11/28/03 - interest at 6 3/4% fixed - due April 1, 2011 4,500 - ------------ ---------------- 86,350 87,350 INTERVEST BANCSHARES CORPORATION: Series 05/14/98 - interest at 8% fixed - due July 1, 2008 4,710 4,840 Series 12/15/00 - interest at 8 1/2% fixed - due April 1, 2006 1,250 1,250 Series 12/15/00 - interest at 9% fixed - due April 1, 2008 1,250 1,250 ------------ ---------------- 7,210 7,340 INTERVEST NATIONAL BANK: Mortgage note payable - interest at 7% fixed - due February 1, 2017 249 255 - ------------------------------------------------------------------------- ------------ ---------------- $ 93,809 $ 94,945 - ------------------------------------------------------------------------- ------------ ---------------- (1) Prime represents prime rate of JPMorganChase Bank, which was 4.25% on June 30, 2004 and 4.00% at December 31, 2003. The floating -rate debentures have a maximum interest rate of 12%. In January 2004, Intervest Mortgage Corporation issued $10,000,000 of its Series 11/28/03 debentures for net proceeds, after offering costs, of $9,252,000. In July 2004, Intervest Mortgage Corporation issued Series 6/7/04 debentures totaling $11,500,000 as follows: $2,500,000 at 6.25% maturing January 1, 2008; $4,000,000 at 6.5% maturing January 1, 2010; and $5,000,000 at 6.75% maturing January 1, 2012. Net proceeds after offering costs amounted to approximately $10,730,000. On March 1, 2004, Intervest Mortgage Corporation's Series 5/12/95 debentures due April 1, 2004 were redeemed for $9,000,000 of principal and $2,749,000 of accrued interest. On May 1, 2004, Intervest Mortgage Corporation's Series 6/28/99 debentures due July 1, 2004 were redeemed for $2,000,000 of principal and $980,000 of accrued interest. 8 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 6 - SUBORDINATED DEBENTURES AND MORTGAGE NOTE PAYABLE, CONTINUED Interest is paid quarterly on Intervest Mortgage Corporation's debentures except for the following debentures: $1,950,000 of Series 10/19/95; $1,980,000 of Series 5/10/96; all of Series 11/10/98, 6/28/99, 9/18/00; $770,000 of Series 8/01/01; $270,000 of Series 1/17/02; $1,520,000 of Series 8/05/02; $1,750,000 of Series 11/28/03 and approximately $1,900,000 of Series 6/7/04, which accrue and compound interest quarterly, with such interest due and payable at maturity. Any holder of Series 10/19/95 and 5/10/96 debentures whose interest accrues and is due at maturity may at any time elect to receive the accrued interest and regular interest payments thereafter. The holders of Intervest Mortgage Corporation's Series 11/10/98 through 9/18/00 and Series 1/17/02 through 6/7/04 debentures can require Intervest Mortgage Corporation to repurchase the debentures for face amount plus accrued interest each year (beginning October 1, 2005 for Series 1/17/02, January 1, 2006 for Series 8/05/02, July 1, 2006 for Series 1/21/03, October 1, 2006 for Series 7/25/03, January 1, 2007 for Series 11/28/03 and January 1, 2008 for Series 6/7/04). However, in no calendar year can the required purchases be more than $100,000 in principal amount of each maturity, in each series of debentures, on a non-cumulative basis. Intervest Mortgage Corporation's debentures may be redeemed at its option at any time, in whole or in part, for face value, except for Series 11/28/03 and 6/7/04. Redemptions would be at a premium of 1% if they occurred prior to January 1, 2005 for Series 11/28/03 and July 1, 2005 for Series 6/7/04. All the debentures are unsecured and subordinate to all present and future senior indebtedness, as defined in the indenture related to each debenture. The Holding Company's Series 5/14/98 subordinated debentures are convertible at the option of the holders at any time prior to April 1, 2008 into shares of its Class A common stock at the following conversion prices per share: $12.00 in 2004; $14.00 in 2005; $16.00 in 2006; $18.00 in 2007 and $20.00 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. In the first quarter of 2004, $203,000 of debentures ($130,000 of principal and $73,000 of accrued interest) were converted into shares of Class A common stock. At June 30, 2004, interest accrues and compounds quarterly on $4,040,000 of the convertible debentures at the rate of 8% per annum, while $670,000 of the debentures pay interest quarterly at the rate of 8% per annum. All accrued interest is due and payable at maturity whether by acceleration, redemption or otherwise. Any convertible debenture holder may, on or before July 1 of each year elect to be paid all accrued interest and to thereafter receive payments of interest quarterly. All of the Holding Company's debentures may be redeemed, in whole or in part, at any time at the option of the Holding Company for face value. The mortgage note payable cannot be prepaid except during the last year of its term. Scheduled contractual maturities as of June 30, 2004 are as follows: ($in thousands) Principal Accrued Interest - ------------------------------------------- ---------- ----------------- For the six-months ended December 31, 2004 $ 9,007 $ 3,320 For the year ended December 31, 2005 29,116 3,616 For the year ended December 31, 2006 10,269 1,603 For the year ended December 31, 2007 7,022 96 For the year ended December 31, 2008 16,235 3,039 Thereafter 22,160 246 - ------------------------------------------- ---------- ----------------- $ 93,809 $ 11,920 - ------------------------------------------- ---------- ----------------- NOTE 7 - SUBORDINATED DEBENTURES - CAPITAL SECURITIES Capital Securities (commonly referred to as Trust Preferred Securities) are summarized as follows: At June 30, 2004 At December 31, 2003 --------------------- ------------------------ Accrued Accrued ($in thousands) Principal Interest Principal Interest - ---------------------------------------------------------- ---------- --------- ---------- ------------ Capital Securities I - debentures due December 18, 2031 $ 15,464 $ 59 $ 15,464 $ 58 Capital Securities II - debentures due September 17, 2033 15,464 41 15,464 39 Capital Securities III - debentures due March 17, 2034 15,464 35 - - - ---------------------------------------------------------- ---------- --------- ---------- ------------ $ 46,392 $ 135 $ 30,928 $ 97 - ---------------------------------------------------------- ---------- --------- ---------- ------------ 9 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 7 - SUBORDINATED DEBENTURES - CAPITAL SECURITIES, CONTINUED The Capital Securities are obligations of the Holding Company's wholly owned statutory business trusts, Intervest Statutory Trust I, II and III. Each Trust was formed with a capital contribution of $464,000 from the Holding Company and for the sole purpose of issuing and administering Capital Securities. The proceeds from the issuance of the Capital Securities together with the capital contribution for each Trust were used to acquire the Holding Company's Junior Subordinated Debentures that are due concurrently with the Capital Securities. The Capital Securities currently qualify as regulatory capital (see note 10). The sole assets of the Trusts, the obligors on the Capital Securities, are the Junior Subordinated Debentures. In addition, for each Trust, the Holding Company has guaranteed the payment of distributions on, payments on any redemptions of, and any liquidation distribution with respect to the Capital Securities. Issuance costs of $469,000, $444,000 and $444,000 associated with Capital Securities I, II and III, respectively, have been capitalized by the Holding Company and are being amortized over the life of the securities using the straight-line method. Cash distributions are payable in arrears as follows: Capital Securities I - semi-annually at the fixed rate of 9.875% per annum on December 18 and June 18 of each year; Capital Securities II - quarterly on March 17, June 17, September 17 and December 17 of each year based on a fixed rate of 6.75% per annum for the first five years and thereafter at the rate of 2.95% over 3 month libor until maturity; Capital Securities III - quarterly on March 17, June 17, September 17 and December 17 of each year based on a fixed rate of 5.88% per annum for the first five years and thereafter at the rate of 2.79% over 3 month libor until maturity. All of the Capital Securities are subject to mandatory redemption as follows: (i) in whole, but not in part, upon repayment of the Junior Subordinated Debentures at stated maturity or earlier, at the option of the Holding Company, within 90 days following the occurrence and continuation of certain changes in the tax or capital treatment of the Capital Securities, or a change in law such that the Trust would be considered an investment company, contemporaneously with the redemption by the Holding Company of the Junior Subordinated Debentures; and (ii) in whole or in part at any time on or after December 18, 2006 for Capital Securities I, September 17, 2008 for Capital Securities II and March 17, 2009 for Capital Securities III, contemporaneously with the optional redemption by the Holding Company of the Junior Subordinated Debentures in whole or in part. Any redemption would need prior regulatory approvals. NOTE 8 - COMMON STOCK WARRANTS At June 30, 2004, the Holding Company had 696,465 common stock warrants outstanding that entitle its holder, the Chairman of the Holding Company, to purchase one share of common stock for each warrant. All warrants are currently exercisable. Data concerning common stock warrants is as follows: Exercise Price Per Warrant ------------------------------ Total Wtd-Avg Class A Common Stock Warrants: $ 6.67 $ 10.01 Warrants Exercise Price - ---------------------------------------------------- --------------- ------------- --------- --------------- Outstanding at December 31, 2003 501,465 42,510 543,975 $ 6.93 Exercised during 2004 - (42,510) (42,510) $ 10.01 - ---------------------------------------------------- --------------- ------------- --------- Outstanding at June 30, 2004 501,465 - 501,465 $ 6.67 - ---------------------------------------------------- --------------- ------------- --------- Remaining contractual life in years at June 30, 2004 2.6 - 2.6 - ---------------------------------------------------- --------------- ------------- --------- <FN> (1) The holders of the 42,510 warrants outstanding at December 31, 2003 presented these warrants to the Company for exercise prior to the expiration date of December 31, 2003. The resulting shares were issued in January 2004. Exercise Price Per Warrant ----------------------------- Total Wtd-Avg Class B Common Stock Warrants: $ 6.67 $ 10.00 Warrants Exercise Price - ---------------------------------------------------- --------------- ------------ -------- --------------- Outstanding at December 31, 2003 and June 30, 2004 145,000 50,000 195,000 $ 7.52 - ---------------------------------------------------- --------------- ------------ -------- Remaining contractual life in years at June 30, 2004 3.6 3.6 3.6 - ---------------------------------------------------- --------------- ------------ -------- --------------- 10 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 8 - COMMON STOCK WARRANTS, CONTINUED The Company elects to use the intrinsic value-based method prescribed under APB Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for its stock warrants. Under this method, compensation expense related to stock warrants granted to employees is the excess, if any, of the market price of the stock as of the grant or modification date over the exercise price of the warrant. Compensation expense recorded in connection with common stock warrants is summarized as follows: Quarter Ended Six-Months Ended June 30, June 30, ---------------- -------------------- ($in thousands) 2004 2003 2004 2003 - ------------------------------------------------------------ -------- ------ ---------- -------- Compensation expense recorded in connection with vesting of Class B common stock warrants during the period $ 3 $ 6 $ 10 $ 13 Compensation expense recorded in connection with Class A common stock warrants whose terms were modified - 127 - 194 - ------------------------------------------------------------ -------- ------ ---------- -------- $ 3 $ 133 $ 10 $ 207 - ------------------------------------------------------------ -------- ------ ---------- -------- NOTE 9 - 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 and dilutive potential common stock shares that may be outstanding in the future. Potential common stock shares consist of outstanding dilutive common stock warrants (which are computed using the "treasury stock method") and convertible debentures (computed using the "if converted method"). 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 earnings (as adjusted for interest expense, net of taxes, that would no longer occur if the debentures were converted). 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 table that follows: Quarter Ended Six-Months Ended June 30, June 30, ---------------------- ---------------------- ($in thousands, except share and per share amounts) 2004 2003 2004 2003 - ----------------------------------------------------------------------- ---------- ---------- ---------- ---------- Basic earnings per share: Net earnings applicable to common stockholders $ 2,505 $ 2,566 $ 5,240 $ 4,367 Average number of common shares outstanding 6,048,075 4,714,344 6,045,461 4,708,747 - ----------------------------------------------------------------------- ---------- ---------- ---------- ---------- Basic net earnings per share amount $ 0.42 $ 0.55 $ 0.87 $ 0.93 - ----------------------------------------------------------------------- ---------- ---------- ---------- ---------- Diluted earnings per share: Net earnings applicable to common stockholders $ 2,505 $ 2,566 $ 5,240 $ 4,367 Adjustment to net earnings from assumed conversion of debentures (1) 82 117 164 231 ---------- ---------- ---------- ---------- Adjusted net earnings for diluted earnings per share computation $ 2,587 $ 2,683 $ 5,404 $ 4,598 ---------- ---------- ---------- ---------- Average number of common shares outstanding: Common shares outstanding 6,048,075 4,714,344 6,045,461 4,708,747 Potential dilutive shares resulting from exercise of warrants (2) 254,567 292,458 253,956 266,197 Potential dilutive shares resulting from conversion of debentures (3) 609,425 983,656 612,642 983,656 ---------- ---------- ---------- ---------- Total average number of common shares outstanding used for dilution 6,912,067 5,990,458 6,912,059 5,958,600 - ----------------------------------------------------------------------- ---------- ---------- ---------- ---------- Diluted net earnings per share amount $ 0.37 $ 0.45 $ 0.78 $ 0.77 - ----------------------------------------------------------------------- ---------- ---------- ---------- ---------- <FN> (1) Represents interest expense on dilutive convertible debentures, net of taxes, that would not occur if they were assumed converted. (2) All outstanding warrants were considered for the EPS computations. (3) Convertible debentures (principal and accrued interest) outstanding at June 30, 2004 and 2003 totaling $7,557,000 and $9,846,000, respectively, were convertible into common stock at a price of $12.00 per share in 2004 and $10.01 per share in 2003 and resulted in additional common shares (based on average balances outstanding) . 11 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 10 - REGULATORY CAPITAL The Bank and the Holding Company are required to maintain regulatory defined minimum Tier 1 leverage and Tier 1 and total risk-based capital ratios. Management believes that the Bank and the Holding Company meet their capital adequacy requirements. Management believes that there are no current conditions or events outstanding which would change the Bank's designation as a well-capitalized institution. At June 30, 2004, the actual capital of the Bank on a percentage basis was as follows: Actual Minimum To Be Considered Ratios Requirement Well Capitalized ------- ------------ ----------------- Total capital to risk-weighted assets 11.98% 8.00% 10.00% Tier 1 capital to risk-weighted assets 10.93% 4.00% 6.00% Tier 1 capital to total average assets - leverage ratio 9.67% 4.00% 5.00% At June 30, 2004, the actual capital of the Company (consolidated) on a percentage basis was as follows: Actual Minimum To Be Considered Ratios Requirement Well Capitalized ------- ------------ ---------------- Total capital to risk-weighted assets 13.86% 8.00% NA Tier 1 capital to risk-weighted assets 11.02% 4.00% NA Tier 1 capital to total average assets - leverage ratio 9.94% 4.00% NA On January 1, 2004, the Company adopted FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46") as revised in December 2003. FIN 46 requires bank holding companies that have used controlled business trusts to raise financing by issuing trust preferred securities (capital securities) to deconsolidate their investments in those trusts. At June 30, 2004, the Company has $45,000,000 of qualifying capital securities outstanding (which represents total debentures of $46,392,000 issued to the Trusts by the Holding Company less the Holding Company's investments in those Trusts aggregating $1,392,000) that are included in regulatory capital computations. The Federal Reserve continues to require bank holding companies to include eligible trust preferred securities in Tier I capital (up to 25 percent of total Tier I Capital and the remainder as Tier II Capital) for regulatory capital purposes until further notice. The Federal Reserve intends to review the regulatory implications of any accounting treatment changes brought about by FIN 46 and, if necessary, it will provide further regulatory guidance. However, there can be no assurance that the Federal Reserve will continue to allow institutions to include trust preferred securities in Tier I Capital for regulatory capital purposes. As of June 30, 2004, assuming the Company was not allowed to treat any of the trust preferred securities as Tier 1 Capital, it would still exceed the regulatory threshold for capital adequacy as follows: total capital to risk-weighted assets ratio - 13.86%; Tier 1 capital to risk-weighted assets ratio - 8.16%; and Tier 1 capital to total average assets (leverage ratio) - 7.36%. Intervest Securities Corporation is subject to the SEC's Uniform Net Capital Rule [15c3-1 (a) (2) (vi)], which requires the maintenance of minimum net capital of $5,000. At June 30, 2004, Intervest Securities Corporation's net capital was $468,000. 12 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES REVIEW BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Hacker, Johnson & Smith, P.A., P.C., the Company's independent registered public accounting firm, has made a limited review of the financial data as of June 30, 2004 and for the three- and six-month periods ended June 30, 2004 and 2003 presented in this document, in accordance with the standards established by the Public Company Accounting Oversight Board. As part of Hacker, Johnson & Smith, P.A., P.C.'s review, Eisner, LLP was relied upon for their limited review of Intervest Mortgage Corporation, a wholly owned subsidiary of the Company. Their report furnished pursuant to Article 10 of Regulation S-X is included herein. 13 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Intervest Bancshares Corporation New York, New York: We have reviewed the accompanying condensed consolidated balance sheet of Intervest Bancshares Corporation and Subsidiaries (the "Company") as of June 30, 2004 and the related condensed consolidated statements of earnings for the three- and six-month periods ended June 30, 2004 and 2003, and the related condensed consolidated statements of changes in stockholders' equity and cash flows for the six-month periods ended June 30, 2004 and 2003. These interim financial statements are the responsibility of the Company's management. We were furnished the reports of the other auditor on their reviews of the interim financial information of Intervest Mortgage Corporation, whose total assets as of June 30, 2004 constituted 10.3% of the related consolidated total, and whose net interest income, noninterest income and net earnings for the three- and six-month periods then ended, constituted 7.2%, 11.8%, and 20.0%; and 6.1%, 16.5% and 19.4%, respectively, and whose net interest income, noninterest income and net earnings for the three- and six-month periods ended June 30, 2003, constituted 11.3%, 15.5%, and 18.9%; and 10.2%, 16.1% and 17.6%, respectively, of the related consolidated totals. We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 the standards of the Public Company Accounting Oversight Board, 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 reviews and the reports of the other auditor, 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 U.S. generally accepted accounting principles. We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the consolidated balance sheet as of December 31, 2003, and the related consolidated statements of earnings, comprehensive income, changes in stockholders' equity and cash flows for the year then ended (not presented herein); and in our report dated February 6, 2004, with respect to note 3 dated March 16, 2004, we, based on our audit and the report of other auditors, expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2003 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ Hacker, Johnson & Smith, P.A., P.C. - ---------------------------------------- HACKER, JOHNSON & SMITH, P.A.,P.C. Tampa, Florida August 2, 2004 14 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholder Intervest Mortgage Corporation New York, New York: We have reviewed the condensed consolidated balance sheet of Intervest Mortgage Corporation and Subsidiaries (the "Company") as of June 30, 2004 and the related condensed consolidated statements of operations for each of the three-month and six-month periods ended June 30, 2004 and 2003, and the related condensed consolidated statements of changes in stockholders' equity and cash flows for the six-months ended June 30, 2004 and 2003 (all of which not presented separately herein). These interim financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). 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 the standards of the Public Company Accounting Oversight Board, 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 reviews, 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 U.S. generally accepted accounting principles. We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2003 and the related consolidated statements of operations, changes in stockholder's equity and cash flows for the year then ended (not presented herein), and in our report dated February 3, 2004, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the condensed consolidated balance sheet as of December 31, 2003 (not presented separately herein) is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. /s/ Eisner, LLP - ---------------- EISNER,LLP New York, New York July 28, 2004 15 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL ------- At June 30, 2004, Intervest Bancshares Corporation has three wholly owned consolidated subsidiaries - Intervest National Bank, Intervest Mortgage Corporation and Intervest Securities Corporation (hereafter referred to collectively as the "Company" on a consolidated basis). Intervest Bancshares Corporation and Intervest National Bank may be referred to individually as the "Holding Company" and the "Bank," respectively. Intervest Bancshares Corporation also has three wholly owned unconsolidated subsidiaries, Intervest Statutory Trust I, Intervest Statutory Trust II and Intervest Statutory Trust III. For a discussion of the Company's business, see note 2 to the condensed consolidated financial statements in this report. The Company's profitability depends primarily on its net interest income, which is the difference between interest income generated from its interest-earning assets and the interest expense incurred on its interest-bearing liabilities. Net interest income is dependent upon the interest-rate spread, which is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income. The interest rate spread is impacted by interest rates, deposit flows and loan demand. The Company's profitability is also affected by the level of its noninterest income and expenses, provision for loan losses and provision for income tax expense. Noninterest income consists mostly of loan and other banking fees as well as income from loan prepayments. The amount and timing of, as well as income from, loan prepayments, if any, cannot be predicted and can fluctuate significantly. Normally, the number of instances of prepayment of mortgage loans tends to increase during periods of declining interest rates and tends to decrease during periods of increasing interest rates. Many of the Company's mortgage loans include prepayment provisions, and others prohibit prepayment of indebtedness entirely. Noninterest expense consists of compensation and benefits expense, occupancy and equipment expenses, data processing expenses, advertising expense, professional fees, insurance expense and other operating expenses. The Company's profitability is significantly affected by general economic and competitive conditions, changes in market interest rates, government policies and actions of regulatory authorities. The Company's loan portfolio has historically been concentrated in commercial real estate and multifamily mortgage loans. The properties underlying the Company's mortgages are also concentrated in New York State and the State of Florida. Many of the New York properties are located in New York City and are subject to rent control and rent stabilization laws, which limit the ability of the property owners to increase rents. Credit risk, which represents the possibility of the Company not recovering amounts due from its borrowers, is significantly related to local economic conditions in the areas the properties are located, as well as the Company's underwriting standards. Economic conditions affect the market value of the underlying collateral as well as the levels of occupancy of income-producing properties. Additionally, terrorist acts, such as those that occurred on September 11, 2001, and armed conflicts, such as the recent Gulf War, may have an adverse impact on economic conditions. COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2004 AND DECEMBER 31, 2003 ------------------------------------------------------------------------ OVERVIEW - -------- Total assets at June 30, 2004 increased to $1,119,266,000, from $911,523,000 at December 31, 2003. Total liabilities at June 30, 2004 increased to $1,038,007,000, from $836,138,000 at December 31, 2003, and stockholders' equity increased to $81,259,000 at June 30, 2004, from $75,385,000 at year-end 2003. Book value per common share increased to $13.44 per share at June 30, 2004, from $12.59 at December 31, 2003. On January 1, 2004, the Company adopted FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46") as revised in December 2003. FIN 46 requires bank holding companies that have used controlled business trusts to raise financing by issuing trust preferred securities to deconsolidate their investments in those trusts. The adoption of FIN 46 resulted in the deconsolidation of the Company's common stock investment in Intervest Statutory I and Intervest Statutory II, which increased both the Company's total assets and borrowed funds previously reported at December 31, 2003 by $968,000. 16 Selected balance sheet information as of June 30, 2004 follows: Intervest Intervest Intervest Inter- Holding National Mortgage Securities Company ($in thousands) Company Bank Corp. Corp. Amounts (1) Combined - -------------------------------------------- --------- ----------- ----------- ----------- ------------ ----------- Cash and cash equivalents $ 3,343 $ 15,866 $ 7,237 $ 456 $ (7,023) $ 19,879 Security investments - 200,774 - - - 200,774 Loans receivable, net of deferred fees 15,853 753,953 107,490 - - 877,296 Allowance for loan losses (85) (8,530) (326) - - (8,941) Investment in consolidated subsidiaries 114,059 - - - (114,059) - All other assets 4,866 20,130 5,108 15 139 30,258 - -------------------------------------------- --------- ----------- ----------- ----------- ------------ ----------- Total assets $138,036 $ 982,193 $ 119,509 $ 471 $ (120,943) $1,119,266 - -------------------------------------------- --------- ----------- ----------- ----------- ------------ ----------- Deposits $ - $ 860,503 $ - $ - $ (7,651) $ 852,852 Borrowed funds and related interest payable 56,279 3,633 95,728 - - 155,640 All other liabilities 498 25,654 2,593 3 767 29,515 - -------------------------------------------- --------- ----------- ----------- ----------- ------------ ----------- Total liabilities 56,777 889,790 98,321 3 (6,884) 1,038,007 - -------------------------------------------- --------- ----------- ----------- ----------- ------------ ----------- Stockholders' equity 81,259 92,403 21,188 468 (114,059) 81,259 - -------------------------------------------- --------- ----------- ----------- ----------- ------------ ----------- Total liabilities and stockholders' equity $138,036 $ 982,193 $ 119,509 $ 471 $ (120,943) $1,119,266 - -------------------------------------------- --------- ----------- ----------- ----------- ------------ ----------- (1) All significant intercompany balances and transactions are eliminated in consolidation. Such amounts arise largely from intercompany deposit accounts and investments. A comparison of selected balance sheet information as of June 30, 2004 and December 31, 2003 follows: At June 30, 2004 At December 31, 2003 ------------------------- ------------------------- Carrying % of Carrying % of ($in thousands) Value Total Assets Value Total Assets - --------------------------------------------------------------- ---------- ------------- ---------- ------------- Cash and cash equivalents $ 19,879 1.8% $ 64,128 7.0% Security investments 200,774 17.9 155,898 17.1 Loans receivable, net of deferred fees and loan loss allowance 868,355 77.6 664,545 72.9 All other assets 30,258 2.7 26,952 3.0 - --------------------------------------------------------------- ---------- ------------- ---------- ------------- Total assets $1,119,266 100.0% $ 911,523 100.0% - --------------------------------------------------------------- ---------- ------------- ---------- ------------- Deposits $ 852,852 76.2% $ 675,513 74.1% Borrowed funds and related interest payable 155,640 13.9 140,383 15.4 All other liabilities 29,515 2.6 20,242 2.2 - --------------------------------------------------------------- ---------- ------------- ---------- ------------- Total liabilities 1,038,007 92.7 836,138 91.7 - --------------------------------------------------------------- ---------- ------------- ---------- ------------- Stockholders' equity 81,259 7.3 75,385 8.3 - --------------------------------------------------------------- ---------- ------------- ---------- ------------- Total liabilities and stockholders' equity $1,119,266 100.0% $ 911,523 100.0% - --------------------------------------------------------------- ---------- ------------- ---------- ------------- CASH AND CASH EQUIVALENTS - ---------------------------- Cash and cash equivalents decreased to $19,879,000 at June 30, 2004, from $64,128,000 at December 31, 2003, due to the deployment of those funds into loans and securities. SECURITY INVESTMENTS - --------------------- Securities held to maturity increased to $196,132,000 at June 30, 2004, from $152,823,000 at December 31, 2003. The increase was due to new purchases exceeding maturities and early calls during the period. The Company continues to invest in short-term (1-5 year) U.S government agency debt obligations to emphasize liquidity. The portfolio at June 30, 2004 had a weighted-average remaining maturity of two years and yield of 2.03%. The Bank's total investment in the Federal Reserve Bank and the Federal Home Loan Bank of New York stock increased to $4,642,000 at June 30, 2004, from $3,075,000 at December 31, 2003, due to additional purchases of stock. LOANS RECEIVABLE, NET OF DEFERRED FEES AND ALLOWANCE FOR LOAN LOSSES - -------------------------------------------------------------------- Loans receivable, net of deferred fees and the allowance for loan losses, increased to $868,355,000 at June 30, 2004, from $664,545,000 at December 31, 2003. The growth reflected new originations of commercial real estate and multifamily mortgage loans, partially offset by principal repayments. 17 New loan originations totaled $175,901,000 in the second quarter of 2004 and $338,591,000 in the first half of 2004, compared to $93,906,000 and $165,295,000, respectively, for the same periods of 2003. At June 30, 2004, there were no loans on nonaccrual status, compared to two real estate loans (aggregate principal balance of $8,474,000) on nonaccrual status at December 31, 2003. The loans were considered impaired but no valuation allowance was maintained since the estimated fair value of the underlying properties exceeded the Company's recorded investment. In March 2004, the loans were brought current and returned to an accrual status. At June 30, 2004 and December 31, 2003, there were no other impaired loans or loans ninety days past due and still accruing interest. At June 30, 2004, the allowance for loan losses amounted to $8,941,000, compared to $6,580,000 at December 31, 2003. The allowance represented 1.02% of total loans (net of deferred fees) outstanding at June 30, 2004 and 0.98% at December 31, 2003. The increase in the allowance was due to provisions aggregating $2,361,000 during the period resulting from significant loan growth. For a further discussion of all the criteria the Company uses to determine the adequacy of the allowance, see pages 21 and 22 in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. ALL OTHER ASSETS - ------------------ The following table sets forth the composition of the caption "All other assets" in the table on page 17: At June 30, At December 31, ------------- ---------------- ($in thousands) 2004 2003 - --------------------------------------- ------------- ---------------- Accrued interest receivable $ 5,598 $ 4,995 Loans fee receivable 6,946 5,622 Premises and equipment, net 7,084 5,752 Deferred income tax asset 4,083 2,960 Deferred debenture offering costs, net 4,579 4,023 All other 1,968 3,600 - --------------------------------------- ------------- ---------------- $ 30,258 $ 26,952 - --------------------------------------- ------------- ---------------- Accrued interest receivable fluctuates based on the amount of loans, investments and other interest-earning assets outstanding and the timing of interest payments received. The increase was due to the growth in these assets. 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 as a yield adjustment. The increase was due to an increase in mortgage loan originations. Premises and equipment increased due to net additions of $1,639,000 (almost all of which was leasehold improvements associated with new office space), partially offset by depreciation and amortization. Deferred income tax asset relates primarily to the unrealized tax benefit on the Company's allowance for loan losses. The allowance has been expensed for financial statement purposes but it is currently not deductible for income tax purposes. Management believes that it is more likely than not that the Company's deferred tax asset will be realized and accordingly, a valuation allowance for deferred tax assets is not maintained. Deferred debenture offering costs consist primarily of underwriters' commissions and are amortized over the terms of the debentures. The increase was due to a total of $1,178,000 of new costs associated with Intervest Mortgage Corporation's issuance of debentures and costs incurred by the Holding Company in connection with the issuance of Capital Securities. The new cost was partially offset by normal amortization. DEPOSITS - -------- Deposits increased to $852,852,000 at June 30, 2004, from $675,513,000 at December 31, 2003, primarily reflecting increases in money market and certificate of deposit accounts of $43,710,000 and $129,883,000, respectively. At June 30, 2004, certificate of deposit accounts totaled $597,042,000 and checking, savings and money market accounts aggregated $255,810,000. The same categories of deposit accounts totaled $467,159,000 and $208,354,000, respectively, at December 31, 2003. Certificate of deposit accounts represented 70% of total deposits at June 30, 2004 and 69% at December 31, 2003. 18 BORROWED FUNDS AND RELATED INTEREST PAYABLE - ------------------------------------------------ At June 30, 2004, borrowed funds and related interest payable increased to $155,640,000, from $140,383,000 at year-end 2003. The increase was primarily due to the issuance of Series 11/28/03 debentures by Intervest Mortgage Corporation totaling $10,000,000 and the issuance of $15,464,000 of debentures by the Holding company to its wholly owned unconsolidated subsidiary, Intervest Statutory Trust III. The new debentures were partially offset by the early repayments of Intervest Mortgage Corporation's Series 5/12/95 debentures due April 1, 2004 ($9,000,000 of principal and $2,749,000 of accrued interest) and Series 6/28/99 debentures due July 1, 2004 ($2,000,000 of principal and $980,000 of accrued interest). For further information on borrowed funds and related interest payable, see notes 6 and 7 to the condensed consolidated financial statements included in this report. ALL OTHER LIABILITIES - ----------------------- The table below sets forth the composition of the caption "All other liabilities" in the table on page 17 as follows: At June 30, At December 31, ------------ ---------------- ($in thousands) 2004 2003 - ------------------------------------- ------------ ---------------- Mortgage escrow funds payable $ 15,354 $ 10,540 Official checks outstanding 10,226 6,122 Accrued interest payable on deposits 1,237 1,080 All other 2,698 2,500 - ------------------------------------- ------------ ---------------- $ 29,515 $ 20,242 - ------------------------------------- ------------ ---------------- Mortgage escrow funds payable represent advance payments made by borrowers for taxes and insurance that are remitted to third parties. The increase reflected the growth in the loan portfolio. Official checks outstanding varies and fluctuates based on banking activity. Accrued interest payable on deposits fluctuates based on total deposits and timing of interest payments. All other is comprised mainly of accrued expenses, income taxes payable (which fluctuates based on the Company's earnings, effective tax rate and timing of tax payments) and fees received on loan commitments that have not yet been funded. STOCKHOLDERS' EQUITY - --------------------- Stockholders' equity increased to $81,259,000 at June 30, 2004, from $75,385,000 at year-end 2003 as follows: ($in thousands) Amount Shares - ------------------------------------------------------------------ ------- --------- Stockholders' equity at December 31, 2003 $75,385 5,988,377 Net earnings for the period 5,240 - Class A common stock warrants exercised 426 42,510 Convertible debentures converted at election of debenture holders 198 17,188 Compensation expense on warrants held by the Chairman 10 - - ------------------------------------------------------------------ ------- --------- Stockholders' equity at June 30, 2004 $81,259 6,048,075 - ------------------------------------------------------------------ ------- --------- ASSET AND LIABILITY MANAGEMENT ------------------------------ 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. For a further discussion of the assumptions used in preparing the gap analysis, see pages 27 and 28 of the Company's Annual Report on Form 10-K for the year ended December 31, 2003. The Company's one-year positive interest rate sensitivity gap decreased to $35,130,000, or 3.1% of total assets, at June 30, 2004, compared to $118,124,000, or 13.0% at December 31, 2003. The decrease in the positive gap is due to an increase in money market accounts and time deposits with a remaining term of 1 year or less. For purposes of computing the gap, all deposits with no stated maturities are treated as readily accessible accounts. However, if such deposits were treated differently, the one-year gap would then change. The behavior of core depositors may not necessarily result in the immediate withdrawal of funds in the event deposit rates offered by the Bank did not change as quickly and uniformly as changes in general market rates. For example, if only 25% of deposits with no stated maturity were assumed to be readily accessible, the one-year gap would have been a positive 19.8% at June 30, 2004, compared to a positive 29.6% at year-end 2003. 19 The table below summarizes interest-earning assets and interest-bearing liabilities as of June 30, 2004, that are scheduled to mature or reprice within the periods shown. 0-3 4-12 Over 1-4 Over 4 --------- --------- ---------- --------- ($in thousands) Months Months Years Years Total - ---------------------------------------- --------- --------- ---------- --------- ----------- Loans (1) $225,375 $243,863 $ 286,256 $132,176 $ 887,670 Securities held to maturity (2) 21,032 76,124 98,976 - 196,132 Short-term investments 16,223 - - - 16,223 FRB and FHLB stock 2,628 - - 2,014 4,642 - ---------------------------------------- --------- --------- ---------- --------- ----------- Total rate-sensitive assets $265,258 $319,987 $ 385,232 $134,190 $1,104,667 - ---------------------------------------- --------- --------- ---------- --------- ----------- Deposit accounts (3): Interest checking deposits $ 10,909 $ - $ - $ - $ 10,909 Savings deposits 31,915 - - - 31,915 Money market deposits 205,924 - - - 205,924 Certificates of deposit 67,770 186,316 238,417 104,539 597,042 --------- --------- ---------- --------- ----------- Total deposits 316,518 186,316 238,417 104,539 845,790 Federal funds purchased 3,384 - - - 3,384 Debentures and mortgage note payable (1) 32,500 4,350 24,000 79,351 140,201 Accrued interest on debentures (1) 5,281 1,766 2,272 2,736 12,055 - ---------------------------------------- --------- --------- ---------- --------- ----------- Total rate-sensitive liabilities $357,683 $192,432 $ 264,689 $186,626 $1,001,430 - ---------------------------------------- --------- --------- ---------- --------- ----------- GAP (repricing differences) $(92,425) $127,555 $ 120,543 $(52,436) $ 103,237 - ---------------------------------------- --------- --------- ---------- --------- ----------- Cumulative GAP $(92,425) $ 35,130 $ 155,673 $103,237 $ 103,237 - ---------------------------------------- --------- --------- ---------- --------- ----------- Cumulative GAP to total assets (8.3)% 3.1% 13.9% 9.2% 9.2% - ---------------------------------------- --------- --------- ---------- --------- ----------- Significant assumptions used in preparing the preceding gap table follow: (1) Floating-rate loans and debentures payable are included in the period in which their interest rates are next scheduled to adjust rather than in the period in which they mature. Fixed-rate loans and debentures payable are scheduled, including repayments, according to their contractual maturities. Deferred loan fees are excluded from this analysis; (2) securities are scheduled according to the earlier of their contractual maturity or the date in which the interest rate is scheduled to increase. The effects of possible prepayments that may result from the issuer's right to call a security before its contractual maturity date are not considered; (3) interest checking, savings and money market deposits are regarded as ready accessible withdrawable accounts; and certificates of deposit are scheduled through their maturity dates. LIQUIDITY --------- The Company manages its liquidity position on a daily basis to assure that funds are available to meet operations, loan and investment commitments, deposit withdrawals and the repayment of borrowed funds. The Company's primary sources of funds consist of: retail deposits obtained through the Bank's branch offices and through the mail; amortization, satisfactions and repayments of loans; the maturities and calls of securities; issuance of debentures; borrowings from the federal funds market, FHLB advances and cash provided by operating activities. For additional information concerning the Company's cash flows, see the condensed consolidated statements of cash flows included in this report. The Company believes that it can fund its contractual obligations from the aforementioned sources of funds. As a member of the FHLB and the FRB, the Bank can borrow from these institutions on a secured basis of up to $188,000,000 in aggregate at June 30, 2004 based on available collateral. The Bank has federal funds line of credit agreements with correspondent banks whereby it can borrow on an overnight, unsecured basis of up to $16,000,000, of which $3,384,000 was outstanding at June 30, 2004. OFF-BALANCE SHEET FINANCIAL INSTRUMENTS --------------------------------------- The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These instruments are in the form of commitments to extend credit, unused lines of credit and standby letters of credit, and may involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the financial statements. The Company's maximum exposure to credit risk is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments. Commitments to extend credit are agreements to lend funds to a customer as long as there is no violation of any condition established in the 20 contract. Such commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since some of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the counterparty. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The contractual amounts of the Company's off-balance sheet financial instruments is as follows: At At -------- ------------- June 30 December 31, -------- ------------- ($in thousands) 2004 2003 - -------------------------- -------- ------------- Unfunded loan commitments $171,525 $ 123,791 Available lines of credit 882 825 Standby letters of credit 750 100 - -------------------------- -------- ------------- $173,157 $ 124,716 - -------------------------- -------- ------------- Management is not aware of any trends, known demand, commitments or uncertainties which are expected to have a material impact on future operating results, liquidity or capital resources. 21 COMPARISON OF RESULTS OF OPERATIONS FOR THE QUARTERS ENDED ---------------------------------------------------------- JUNE 30, 2004 AND 2003 ----------------------- OVERVIEW - -------- Consolidated net earnings for the second quarter of 2004 amounted to $2,505,000, compared to $2,566,000 for the second quarter of 2003. Diluted earnings per share for the 2004 quarter was $0.37, compared to $0.45 in the 2003 quarter. The per share computation for 2004 included a higher number of common shares outstanding resulting from the exercise of common stock warrants and conversion of debentures that occurred in the later part of 2003. Consolidated earnings were relatively unchanged as an increase of $1,019,000 in net interest and dividend income was offset by an $854,000 increase in the provision for loan losses and a $166,000 increase in noninterest expenses. Selected information regarding results of operations for the second quarter of 2004 follows: Intervest Intervest Intervest Inter- Holding National Mortgage Securities Company ($in thousands) Company Bank Corp. Corp. Amounts (1) Consolidated - ------------------------------------------ --------- ----------- ---------- ------------ ------------ ------------- Interest and dividend income $ 276 $ 12,804 $ 2,358 $ 1 $ (48) $ 15,391 Interest expense 1,069 5,960 1,885 - (48) 8.866 --------- ----------- ---------- ------------ ------------ ------------- Net interest and dividend income (793) 6,844 473 1 - 6,525 Provision for loan losses - 1,190 94 - - 1,284 Noninterest income 75 1,080 1,138 - (1,068) 1,225 Noninterest expenses 98 2,427 583 5 (1,068) 2,045 --------- ----------- ---------- ------------ ------------ ------------- Earnings before income taxes (816) 4,307 934 (4) - 4,421 Provision for income taxes (377) 1,863 432 (2) - 1,916 - ------------------------------------------ --------- ----------- ---------- ------------ ------------ ------------- Net earnings $ (439) $ 2,444 $ 502 $ (2) $ - $ 2,505 - ------------------------------------------ --------- ----------- ---------- ------------ ------------ ------------- Intercompany dividends (2) 855 (855) - - - - - ------------------------------------------ --------- ----------- ---------- ------------ ------------ ------------- Net earnings after intercompany dividends $ 416 $ 1,589 $ 502 $ (2) $ - $ 2,505 - ------------------------------------------ --------- ----------- ---------- ------------ ------------ ------------- Net earnings after intercompany dividends for the same period of 2003 $ 65 $ 2,018 $ 484 $ (1) $ - $ 2,566 - ------------------------------------------ --------- ----------- ---------- ------------ ------------ ------------- <FN> (1) All significant intercompany balances and transactions are eliminated in consolidation. Such amounts arise from intercompany deposit accounts and management and service agreements. (2) Dividends to the Holding Company from the Bank provide funds for the debt service on $45,000,000 of Capital Securities. The debt service is included in the Holding Company's interest expense. The proceeds from the Capital Securities are invested in the capital of the Bank. 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. Net interest and dividend income increased to $6,525,000 in the second quarter of 2004, from $5,506,000 in the second quarter of 2003. The improvement was attributable to a $316,785,000 increase in average interest-earning assets resulting from continued growth in loans of $266,117,000 and a higher level of security and short-term investments aggregating $50,668,000. The growth in average assets was funded by $252,786,000 of new deposits, $32,968,000 of additional borrowed funds and a $23,644,000 increase in stockholders' equity (resulting from earnings and issuance of shares upon the exercise of common stock warrants and conversion of convertible debentures). The Company's net interest margin decreased to 2.53% in the second quarter of 2004, from 3.06% in the second quarter of 2003. The decrease was due to the Company's yield on interest-earning assets decreasing at a faster pace than its cost of funds. In a low interest rate environment, the yield on interest-earning assets decreased 97 basis points to 5.96% in the 2004 quarter due to lower rates on new mortgage loans originated, prepayments of higher-yielding loans and lower yields earned on security and other short-term investments. The cost of funds decreased 46 basis points to 3.79% in the 2004 quarter due to lower rates paid on deposit accounts and the addition of new debentures with lower rates than existing ones. 22 The following table provides information on: average assets, liabilities and stockholders' equity; yields earned on interest-earning assets; and rates paid on interest-bearing liabilities for the periods indicated. The yields and rates shown are based on a computation of income/expense (including any related fee income or expense) for each period divided by average interest-earning assets/interest-bearing liabilities during each period. Average balances are derived from daily balances. Net interest margin is computed by dividing net interest and dividend income by the average of total interest-earning assets during each period. ----------------------------------------------------------------- Quarter Ended ----------------------------------------------------------------- June 30, 2004 June 30, 2003 --------------------------------- ------------------------------ Average Interest Yield/ Average Interest Yield/ ($in thousands) Balance Inc./Exp. Rate Balance Inc./Exp. Rate - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- ASSETS Interest-earning assets: Loans (1) $ 824,379 $ 14,457 7.05% $558,262 $ 11,613 8.34% Securities 181,091 859 1.91 135,071 770 2.29 Other interest-earning assets 32,997 75 0.91 28,349 87 1.23 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Total interest-earning assets 1,038,467 $ 15,391 5.96% 721,682 $ 12,470 6.93% - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Noninterest-earning assets 15,453 14,082 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Total assets $1,053,920 $735,764 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: Interest checking deposits $ 10,022 $ 38 1.52% $ 11,156 $ 44 1.58% Savings deposits 31,834 141 1.78 31,745 151 1.91 Money market deposits 189,053 837 1.78 141,443 670 1.90 Certificates of deposit 557,952 4,890 3.52 353,556 3,653 4.14 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Total deposit accounts 788,861 5,906 3.01 537,900 4,518 3.37 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Federal funds purchased 386 1 1.56 - - - Debentures and related interest payable 105,264 2,098 8.02 104,063 2,067 7.97 Debentures - capital securities 46,392 856 7.42 15,000 374 10.00 Mortgage note payable 251 5 7.00 262 5 7.00 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Total borrowed funds 152,293 2,960 7.82 119,325 2,446 8.22 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Total interest-bearing liabilities 941,154 $ 8,866 3.79% 657,225 $ 6,964 4.25% - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Noninterest-bearing deposits 6,838 5,013 Noninterest-bearing liabilities 26,302 17,544 Stockholders' equity 79,626 55,982 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Total liabilities and stockholders' equity $1,053,920 $735,764 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Net interest and dividend income/spread $ 6,525 2.17% $ 5,506 2.68% - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Net interest-earning assets/margin $ 97,313 2.53% $ 64,457 3.06% - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Ratio of total interest-earning assets to total interest-bearing liabilities 1.10 1.10 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- OTHER RATIOS: Return on average assets (2) 0.95% 1.40% Return on average equity (2) 12.58% 18.33% Noninterest expense to average assets (2) 0.78% 1.02% Efficiency ratio (3) 26% 28% Average stockholders' equity to average assets 7.56% 7.61% - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- <FN> (1) Includes nonaccrual loans, if any. (2) Annualized. (3) Defined as noninterest expenses as a percentage of net interest income before the provision for loan losses plus noninterest income. PROVISION FOR LOAN LOSSES - ---------------------------- The provision for loan losses increased to $1,284,000 in the second quarter of 2004, from $430,000 in the second quarter of 2003. The provision is based on management's ongoing assessment of the adequacy of the allowance for loan losses that takes into consideration a number of factors as discussed on pages 21 and 22 in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. The higher provision was a function of significant loan growth, which amounted to $115,925,000 in the 2004 quarter versus $44,184,000 in the 2003 quarter. 23 NONINTEREST INCOME - ------------------- Noninterest income remained relatively unchanged at $1,225,000 in the second quarter of 2004 compared to $1,176,000 in the second quarter of 2003, as a decrease of $162,000 in income from the prepayment of mortgage loans was offset by increased loan service charges of $167,000. The amount and timing of, as well as income from, loan prepayments, if any, cannot be predicted and can fluctuate significantly. Normally, the number of instances of prepayment of mortgage loans tends to increase during periods of declining interest rates and tends to decrease during periods of increasing interest rates. Many of the Company's mortgage loans include prepayment provisions, and others prohibit prepayment of indebtedness entirely. NONINTEREST EXPENSES - --------------------- Noninterest expenses increased $166,000 to $2,045,000 in the second quarter of 2004, from $1,879,000 in the second quarter of 2003. The increase was due to increases in salary and employee benefits expense of $44,000, occupancy expenses of $163,000 and director expense of $42,000, partially offset by decreases in data processing expenses of $63,000 and all other expenses of $72,000. Salaries and employee benefits expense increased due to the following: $128,000 from normal salary increases, a higher cost of employee benefits and additional staff, and $90,000 from bonus payments to certain executives of the Company in connection with the sale of capital securities and leasing of new space in 2004. These items were partially offset by a $127,000 decrease in compensation from common stock warrants held by employees and directors, and a $47,000 increase in SFAS No. 91 direct fee income (due to more loan originations). Occupancy expense increased due to the leasing of larger office space. In May, Intervest Bancshares Corporation and its wholly owned subsidiaries, Intervest National Bank (New York office), Intervest Mortgage Corporation and Intervest Securities Corporation, completed their move to newly constructed offices on the entire fourth floor at One Rockefeller Plaza in New York City. Intervest Mortgage Corporation's lease obligation of approximately $22,000 per month on its former space at 10 Rockefeller Plaza will expire in September 2004. Director expense increased due to higher fees paid to directors for each board and committee meeting attended beginning in June 2003. Data processing expenses decreased due to lower fees incurred by the Bank. The Bank renegotiated its data processing contract during late 2003 by extending the expiration date to 2010 and reducing the processing fee to a fixed amount until its assets reach $1.1 billion and thereafter the fee becomes variable and is calculated based on total assets. Previously, the data processing fee was entirely variable and a function of the Bank's total assets. All other expenses were lower due to a decrease of $49,000 in losses from transactional accounts and a decrease in foreclosed real estate expenses of $57,000. PROVISION FOR INCOME TAXES - ----------------------------- The provision for income taxes increased $109,000 to $1,916,000 in the second quarter of 2004, from $1,807,000 in the second quarter of 2003, primarily due to a higher effective income tax rate. The Company's effective tax rate (inclusive of state and local taxes) amounted to 43.3% in the 2004 period, compared to 41.3% in the 2003 period. The higher rate is due to a larger portion of consolidated taxable income being generated from the Company's New York operations, which is taxed at higher income tax rate than its Florida operations. 24 COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX-MONTHS ENDED ------------------------------------------------------------ JUNE 30, 2004 AND 2003 ---------------------- OVERVIEW - -------- For the first half of 2004, consolidated net earnings amounted to $5,240,000, or $0.78 per diluted share, an increase of $873,000 from $4,367,000, or $0.77 per diluted share, reported in the first half of 2003. The per share computation for 2004 included a higher number of common shares outstanding resulting from the exercise of common stock warrants and conversion of debentures that occurred in the later part of 2003. The increase in net earnings was due to growth in net interest and dividend income of $2,560,000 and an increase of $1,176,000 in noninterest income, partially offset by a $1,587,000 increase in the provision for loan losses, a $976,000 increase in income tax expense and a $300,000 increase in noninterest expenses. Selected information regarding results of operations for the six-months ended June 30, 2004 follows: Intervest Intervest Intervest Inter- Holding National Mortgage Securities Company ($in thousands) Company Bank Corp. Corp. Amounts (1) Consolidated - ------------------------------------------ --------- ----------- ---------- ------------ ------------ ------------- Interest and dividend income $ 572 $ 24,822 $ 4,694 $ 2 $ (106) $ 29,984 Interest expense 1,948 11,334 3,905 - (106) 17,081 --------- ----------- ---------- ------------ ------------ ------------- Net interest and dividend income (1,376) 13,488 789 2 - 12,903 Provision for loan losses 7 2,220 134 - - 2,361 Noninterest income 150 2,183 2,277 56 (1,985) 2,681 Noninterest expenses 186 4,675 1,044 43 (1,985) 3,963 --------- ----------- ---------- ------------ ------------ ------------- Earnings before income taxes (1,419) 8,776 1,888 15 - 9,260 Provision for income taxes (655) 3,795 873 7 - 4,020 - ------------------------------------------ --------- ----------- ---------- ------------ ------------ ------------- Net earnings $ (764) $ 4,981 $ 1,015 $ 8 $ - $ 5,240 - ------------------------------------------ --------- ----------- ---------- ------------ ------------ ------------- Intercompany dividends (2) 1,485 (1,485) - - - - - ------------------------------------------ --------- ----------- ---------- ------------ ------------ ------------- Net earnings after intercompany dividends $ 721 $ 3,496 $ 1,015 $ 8 $ - $ 5,240 - ------------------------------------------ --------- ----------- ---------- ------------ ------------ ------------- Net earnings after intercompany dividends for the same period of 2003 $ 143 $ 3,456 $ 769 $ (1) $ - $ 4,367 - ------------------------------------------ --------- ----------- ---------- ------------ ------------ ------------- <FN> (1) All significant intercompany balances and transactions are eliminated in consolidation. Such amounts arise from intercompany deposit accounts and management and service agreements. (2) Dividends to the Holding Company from the Bank provide funds for the debt service on $45,000,000 of Capital Securities. The debt service is included in the Holding Company's interest expense. The proceeds from the Capital Securities are invested in the capital of the Bank. 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. Net interest and dividend income increased to $12,903,000 in the first half of 2004, from $10,343,000 in the same period of 2003. The improvement was attributable to a $280,547,000 increase in average interest-earning assets resulting from continued growth in loans of $241,237,000 and a higher level of security and short-term investments aggregating $39,310,000. The growth in average assets was funded by $218,028,000 of new deposits, $32,962,000 of additional borrowed funds and a $23,164,000 increase in stockholders' equity (resulting from earnings and issuance of shares upon the exercise of common stock warrants and conversion of convertible debentures). The Company's net interest margin decreased to 2.63% in the first half of 2004, from 2.96% in the same period of 2003. The decrease was due to the Company's yield on interest-earning assets decreasing at a faster pace than its cost of funds. In a low interest rate environment, the yield on interest-earning assets decreased 78 basis points to 6.12% in the 2004 period due to lower rates on new mortgage loans originated, prepayments of higher-yielding loans and lower yields earned on security and other short-term investments. The cost of funds decreased 46 basis points to 3.85% in the 2004 period due to lower rates paid on deposit accounts and the addition of new debentures with lower rates than existing ones. 25 The following table provides information on: average assets, liabilities and stockholders' equity; yields earned on interest-earning assets; and rates paid on interest-bearing liabilities for the periods indicated. The yields and rates shown are based on a computation of income/expense (including any related fee income or expense) for each period divided by average interest-earning assets/interest-bearing liabilities during each period. Average balances are derived from daily balances. Net interest margin is computed by dividing net interest and dividend income by the average of total interest-earning assets during each period. ---------------------------------------------------------------- Six-Months Ended ---------------------------------------------------------------- June 30, 2004 June 30, 2003 -------------------------------- ------------------------------ Average Interest Yield/ Average Interest Yield/ ($in thousands) Balance Inc./Exp. Rate Balance Inc./Exp. Rate - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- ASSETS Interest-earning assets: Loans (1) $ 775,082 $ 28,249 7.33% $533,845 $ 22,283 8.42% Securities 173,283 1,564 1.82 146,532 1,657 2.28 Other interest-earning assets 36,776 171 0.94 24,217 155 1.29 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Total interest-earning assets 985,141 $ 29,984 6.12% 704,594 $ 24,095 6.90% - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Noninterest-earning assets 15,945 14,564 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Total assets $1,001,086 $719,158 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: Interest checking deposits $ 10,194 $ 78 1.54% $ 11,492 $ 100 1.75% Savings deposits 31,414 279 1.79 31,443 313 2.01 Money market deposits 178,409 1,579 1.78 140,169 1,392 2.00 Certificates of deposit 523,382 9,282 3.57 343,716 7,166 4.20 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Total deposit accounts 743,399 11,218 3.03 526,820 8,971 3.43 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Federal funds purchased 193 1 1.56 - - - Debentures and related interest payable 109,212 4,331 7.97 101,366 4,024 8.01 Debentures - capital securities 39,935 1,522 7.66 15,000 748 10.06 Mortgage note payable 252 9 6.98 264 9 6.98 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Total borrowed funds 149,592 5,863 7.88 116,630 4,781 8.27 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Total interest-bearing liabilities 892,991 $ 17,081 3.85% 643,450 $ 13,752 4.31% - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Noninterest-bearing deposits 6,509 5,060 Noninterest-bearing liabilities 23,562 15,788 Stockholders' equity 78,024 54,860 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Total liabilities and stockholders' equity $1,001,086 $719,158 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Net interest and dividend income/spread $ 12,903 2.27% $ 10,343 2.59% - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Net interest-earning assets/margin $ 92,150 2.63% $ 61,144 2.96% - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- Ratio of total interest-earning assets to total interest-bearing liabilities 1.10 1.10 - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- OTHER RATIOS: Return on average assets (2) 1.05% 1.21% Return on average equity (2) 13.43% 15.92% Noninterest expense to average assets (2) 0.79% 1.02% Efficiency ratio (3) 25% 31% Average stockholders' equity to average assets 7.79% 7.63% - ------------------------------------------------- ----------- ---------- ------- --------- ---------- ------- <FN> (1) Includes nonaccrual loans, if any. (2) Annualized. (3) Defined as noninterest expenses as a percentage of net interest income before the provision for loan losses plus noninterest income. PROVISION FOR LOAN LOSSES - ---------------------------- The provision for loan losses increased to $2,361,000 in the first half of 2004, from $774,000 in the same period of 2003. The provision is based on management's ongoing assessment of the adequacy of the allowance for loan losses that takes into consideration a number of factors as discussed on pages 21 and 22 in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. The higher provision for the 2004 period was a function of significant loan growth, which amounted to $208,814,000 in the 2004 period, versus $87,296,000 in the 2003 period. 26 NONINTEREST INCOME - ------------------- Noninterest income increased $1,176,000 to $2,681,000 in the first half of 2004, from $1,505,000 in the same period of 2003. The increase was primarily due to higher income from the prepayment of mortgage loans of $853,000 and an increase in loan service charges of $212,000. The amount and timing of, as well as income from, loan prepayments, if any, cannot be predicted and can fluctuate significantly. Normally, the number of instances of prepayment of mortgage loans tends to increase during periods of declining interest rates and tends to decrease during periods of increasing interest rates. Many of the Company's mortgage loans include prepayment provisions, and others prohibit prepayment of indebtedness entirely. NONINTEREST EXPENSES - --------------------- Noninterest expenses increased $300,000 to $3,963,000 in the first half of 2004, from $3,663,000 in the same period of 2003. The increase was due to increases in salary and employee benefits expense of $138,000, occupancy expenses of $187,000 and director expense of $105,000, partially offset by decreases in data processing expenses of $82,000 and all other expenses of $103,000. Salaries and employee benefits expense increased due to the following: $259,000 from normal salary increases, a higher cost of employee benefits and additional staff, $146,000 from bonus payments to certain executives of the Company in connection with the sale of capital securities and leasing of new space in 2004, and $27,000 of commission expense. These items were partially offset by a $194,000 decrease in compensation from common stock warrants held by employees and directors, and a $100,000 increase in SFAS No. 91 direct fee income (due to more loan originations). Occupancy expense increased due to the leasing of larger office space. In May, Intervest Bancshares Corporation and its wholly owned subsidiaries, Intervest National Bank (New York office), Intervest Mortgage Corporation and Intervest Securities Corporation, completed their move to newly constructed offices on the entire fourth floor at One Rockefeller Plaza in New York City. Intervest Mortgage Corporation's lease obligation of approximately $22,000 per month on its former space at 10 Rockefeller Plaza will expire in September 2004. Director expense increased due to higher fees paid to directors for each board and committee meeting attended beginning in June 2003. Data processing expenses decreased due to lower fees incurred by the Bank. The Bank renegotiated its data processing contract during late 2003 by extending the expiration date to 2010 and reducing the processing fee to a fixed amount until its assets reach $1.1 billion and thereafter the fee becomes variable and is calculated based on total assets. Previously, the data processing fee was entirely variable and a function of the Bank's total assets. All other expenses were lower due to a decrease of $49,000 in losses from transactional accounts and a decrease in foreclosed real estate expenses of $57,000. PROVISION FOR INCOME TAXES - ----------------------------- The provision for income taxes increased $976,000 to $4,020,000 in the first half of 2004, from $3,044,000 in the first half of 2003, due to higher pre-tax income and a higher effective income tax rate. The Company's effective tax rate (inclusive of state and local taxes) amounted to 43.4% in the 2004 period, compared to 41.1% in the 2003 period. The higher rate is due to a larger portion of consolidated taxable income being generated from the Company's New York operations, which is taxed at higher income tax rate than its Florida operations. 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, and the issuance of its debentures. The Company has not engaged in and accordingly has no risk related to trading accounts, commodities or foreign exchange. The measurement of market risk associated with financial instruments is meaningful only when all related and offsetting on-and off-balance sheet transactions are aggregated, and the resulting net positions are identified. Disclosures about the fair value of financial instruments as of December 31, 2003, which reflect changes in market prices and rates, can be found in note 20 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. Management believes that there have been no significant changes in the Company's market risk exposure since December 31, 2003. 27 Management actively monitors and manages the Company's interest rate risk exposure. The primary objective in managing interest rate risk is to limit, within its established guidelines, the adverse impact of changes in interest rates on the Company's net interest income and capital. For a further discussion, see the section "Asset and Liability Management" ITEM 4. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures. The Company maintains ---------------------------------------------------- controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the Chief Executive and Chief Financial Officer of the Company concluded that the Company's disclosure controls and procedures were adequate. (b) Changes in internal controls. The Company made no significant changes in ------------------------------ its internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the Chief Executive and Chief Financial Officer. 28 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not Applicable ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES (a) Not Applicable (b) Not Applicable (c) Not Applicable (d) Not Applicable (e) Not Applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES (a) Not Applicable (b) Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) An Annual Meeting of Stockholders was held on May 27, 2004. (b) Pursuant to the Company's charter and bylaws, one-third of the directors are elected by the holders of Class A common stock and two-thirds are elected by holders of Class B common stock. On all other matters, Class A and Class B common stockholders vote together as a single class. Each of the persons named in the Proxy Statement dated April 22, 2004 as a nominee for Director was elected for a one-year term expiring on the date of the next annual meeting (see Item 4-c). (c) The table below summarizes voting results on the matter submitted to the Company's common stockholders: FOR AGAINST OR WITHHELD ABSTAINED - -------------------------------- --------- ------------------- --------- ELECTION OF DIRECTORS - CLASS A - ------------------------------- Michael A. Callen 5,399,580 22,171 - Wayne F. Holly 4,914,396 507,355 - Lawton Swan, III 5,395,896 25,855 - ELECTION OF DIRECTORS - CLASS B - -------------------------------- Lawrence G. Bergman 385,000 - - Jerome Dansker 385,000 - - Lowell S. Dansker 385,000 - - Paul DeRosa 385,000 - - Stephen A. Helman 385,000 - - Thomas E. Willett 385,000 - - David J. Willmott 385,000 - - Wesley T. Wood 385,000 - - - -------------------------------- --------- ------------------- --------- (d) Not Applicable ITEM 5. OTHER INFORMATION (a) Not Applicable (b) Not Applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed as part of this report. 31 - Certification of the principal executive and financial officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. 32 - Certification of the principal executive and financial officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. (b) A current report on Form 8-K dated July 19, 2004 was filed by the registrant to furnish, under Item 12, its quarterly earnings release for the period ended June 30, 2004. 29 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: August 12, 2004 By: /s/ Lowell S. Dansker ------------------------------- Lowell S. Dansker, Vice Chairman, President and Treasurer (Principal Executive and Financial Officer) Date: August 12, 2004 By: /s/ Lawrence G. Bergman ------------------------------ Lawrence G. Bergman, Vice President and Secretary 30