INTERVEST CORPORATION OF NEW YORK
10-Q, 1996-11-06
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       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 quarter ended September 30, 1996

                                       OR

                  [    ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                                THE SECURITIES EXCHANGE ACT OF 1934

                             For the transition period from        to



                       Commission File Number 33-22976-NY

                        INTERVEST CORPORATION OF NEW YORK
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                 New York                                13-3415815
                 --------                                ----------
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)


          10 Rockefeller Plaza, New York, New York       10020-1903
- --------------------------------------------------------------------------------
       (Address of principal executive offices)          (Zip Code)


Registrant's telephone number, including area code     (212) 757-7300
                                                   -----------------------------

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  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES X NO .
                                      ---

Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock as of the latest practicable date.

     Class of Common Stock                   Outstanding at September 30, 1996
     ---------------------                   ---------------------------------
         No Par Value                                    31.84 Shares



<PAGE>





                         PART I - FINANCIAL INFORMATION


ITEM 1.  Financial Statements

Results for the three  months and for the nine months ended  September  30, 1996
and 1995 include, in the opinion of management, all adjustments (consisting only
of normal recurring  accruals)  necessary for a fair presentation of the results
for such interim  periods.  Results for the three months and for the nine months
ended September 30, 1996 and 1995 are not necessarily  indicative of the results
for the full years.


                                        2

<PAGE>
<TABLE>
<CAPTION>
                       INTERVEST CORPORATION OF NEW YORK
                                AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                                           September 30,  December 31,
                                                               1996           1995
                                                               ----           ----
                                                            (Unaudited)

ASSETS

<S>                                                        <C>            <C>        
        Cash and cash equivalents                          $ 5,020,000    $17,670,000
        Mortgages receivable, including due from
                affiliates of $6,250,000 and $6,250,000
                (Notes 2, 4, 5, and 6)                      75,607,000     55,146,000
        Deferred debenture offering costs,
                net of accumulated amortization
                of $2,088,000 and $2,343,000 (Note 2)        4,188,000      3,865,000
        Other assets (Note 8)                                1,279,000        898,000
                                                            ----------     ----------
                        TOTAL ASSETS                       $86,094,000    $77,579,000
                                                           ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
        Accounts payable and accrued expenses              $   269,000    $    64,000
        Mortgage escrow deposits                             2,477,000      1,021,000
        Mortgage payable (Note 5)                                2,000         18,000
        Subordinated debentures payable (Note 3)            70,000,000     64,700,000
        Debenture interest payable at maturity (Note 3)      3,071,000      2,132,000
        Deferred mortgage interest and fees                    374,000        266,000
                                                            ----------     ----------

                        TOTAL LIABILITIES                   76,193,000     68,201,000
                                                            ----------     ----------

commitments and other matters (notes 6 and 7)

STOCKHOLDERS' EQUITY
        Common stock, no par value;
                authorized 200 shares; issued
                and outstanding 32 shares                    2,000,000      2,000,000
        Additional paid-in capital                           3,509,000      3,509,000
        Retained earnings                                    4,392,000      3,869,000
                                                            ----------     ----------

                        TOTAL STOCKHOLDERS' EQUITY           9,901,000      9,378,000
                                                            ----------     ----------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $86,094,000    $77,579,000
                                                           ===========    ===========

See notes to financial statements.

                                       3
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                       INTERVEST CORPORATION OF NEW YORK
                                AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                             AND RETAINED EARNINGS

                                                  Three Months Ended           Nine Months Ended
                                                     September 30,               September 30,
                                                     -------------               -------------
                                                   1996          1995          1996          1995
                                                   ----          ----          ----          ----
                                                       (Unaudited)                 (Unaudited)

REVENUE
<S>                                          <C>           <C>           <C>           <C>       
   Interest income
        Affiliates                           $  173,000    $  229,000    $  520,000    $  811,000
        Others                                2,418,000     1,784,000     6,442,000     5,106,000
                                              ---------     ---------     ---------     ---------
           Total                              2,591,000     2,013,000     6,962,000     5,917,000

    Other income (Note 6)                       103,000       120,000       241,000       222,000
    Gain on early repayment of discounted
        mortgages receivable (Note 4)            30,000         2,000       105,000        66,000
                                              ---------     ---------     ---------     ---------
                                              2,724,000     2,135,000     7,308,000     6,205,000
                                              ---------     ---------     ---------     ---------

EXPENSES
    Interest                                  1,827,000     1,634,000     5,157,000     4,525,000
    General and administrative (Note 6)         201,000       183,000       548,000       477,000
    Amortization of deferred debenture
        offering costs (Note 2)                 216,000       200,000       647,000       549,000
                                              ---------     ---------     ---------     ---------
                                              2,244,000     2,017,000     6,352,000     5,551,000
                                              ---------     ---------     ---------     ---------
Income before income taxes                      480,000       118,000       956,000       654,000

Provision for income taxes (Note 8)             217,000        51,000       433,000       297,000
                                              ---------     ---------     ---------     ---------

NET INCOME                                      263,000        67,000       523,000       357,000
Retained earnings - beginning                 4,129,000     3,717,000     3,869,000     3,427,000
                                              ---------     ---------     ---------     ---------

RETAINED EARNINGS - END                      $4,392,000    $3,784,000    $4,392,000    $3,784,000
                                             ==========    ==========    ==========    ==========

See notes to financial statements

</TABLE>

                                        4
<PAGE>
<TABLE>
<CAPTION>
                       INTERVEST CORPORATION OF NEW YORK
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                      Nine Months Ended September 30,
                                                                      -------------------------------
                                                                             1996             1995
                                                                             ----             ----
                                                                                  (Unaudited)

OPERATING ACTIVITIES
<S>                                                                  <C>              <C>         
        Net Income                                                   $    523,000     $    357,000
        Adjustments to reconcile net income to net
                cash provided by operating activities:
        Amortization of discount on mortgages receivable                 (304,000)        (179,000)
        Amortization of deferred debenture offering costs                 647,000          549,000
        Gain on early repayment of discounted mortgages                  (105,000)         (66,000)
        Changes in operating assets and liabilities:
                Other assets                                             (381,000)         (94,000)
                Accounts payable and accrued liabilities                  205,000           (3,000)
                Mortgage escrow deposits                                1,456,000          210,000
                Debenture interest payable at maturity                    939,000         (312,000)
                Deferred mortgage interest and fees                       108,000
                                                                        ---------          -------

                        NET CASH PROVIDED BY OPERATING ACTIVITIES       3,088,000          462,000
                                                                        ---------          -------

INVESTING ACTIVITIES

        Collection of mortgages receivable                             10,689,000       12,495,000
        Mortgages receivable acquired
                Properties owned by others                            (30,741,000)     (11,729,000)
        Principal payments of mortgages payable                           (16,000)         (16,000)
        Redemption of governmental obligations                                             985,000
                                                                        ---------          -------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                   (20,068,000)       1,735,000
                                                                      -----------        ---------

FINANCING ACTIVITIES

        Proceeds from subordinated debenture offerings                 11,000,000       10,000,000
        Payment of debenture offering costs                              (970,000)        (927,000)
        Principal payments of subordinated debentures                  (5,700,000)      (3,000,000)
                                                                       ----------       ---------- 

                        NET CASH PROVIDED BY FINANCING ACTIVITIES       4,330,000        6,073,000
                                                                        ---------        ---------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                      (12,650,000)       8,270,000
Cash and cash equivalents at beginning of period                       17,670,000        3,476,000
                                                                       ----------        ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $  5,020,000     $ 11,746,000
                                                                     ============     ============

See notes to financial statements

</TABLE>

<PAGE>


               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             (Unaudited with Respect to the Nine Month Periods Ended
                          September 30, 1996 and 1995)

(NOTE 1) - The Company:
- -----------------------

Intervest  Corporation  of New York  (the  "Company")  was  formed  by Lowell S.
Dansker,  Lawrence G.  Bergman and Helene D. Bergman for the purpose of engaging
in the real estate  business,  including  the  acquisition  and purchase of real
estate mortgage loans.

(NOTE 2) - Significant Accounting Policies:
- -------------------------------------------

         (a)      Consolidation Policy:
                  ---------------------

                  The   financial   statements   include  the  accounts  of  all
subsidiaries. Material intercompany items are eliminated in consolidation.

         (b)      Unearned discount:
                  ------------------

                  Unearned  discount is  amortized  over the life of the related
receivables using the constant interest method.

         (c)      Allowance for possible losses:
                  ------------------------------

                  Mortgages  receivable  are  valued at the lower of cost or net
realizable  value,  on an  individual  basis.  The  Company  will  recognize  an
impairment loss if it determines that the net realizable  value of the mortgages
receivable is below cost. This  determination is made based upon the mortgagor's
continuing compliance with the terms of the mortgage and management's ability to
assess the operation of the underlying  properties and the rental housing market
where such properties are located.  For financial  reporting  purposes mortgages
are deemed to be delinquent when payment of either principal or interest is more
than 90 days past due.

         (d)      Deferred debenture offering costs:
                  ----------------------------------

                  Costs  relating to offerings of debentures  are amortized over
the terms of the  debentures  based on  serial  maturities.  Deferred  debenture
offering costs consist primarily of underwriters commissions.

         (e)      Statement of cash flows:
                  ------------------------

                  For  purposes  of the  statement  of cash  flows,  the Company
considers all highly liquid instruments (principally commercial paper) purchased
with an  original  maturity  of  three  months  or less to be cash  equivalents.
Interest and income taxes were paid as follows:

  Nine Months Ended September 30,                Interest          Income Taxes
  -------------------------------                --------          ------------

       1996....................................$4,219,000            $142,000
       1995...................................  4,844,000             327,000





                                        6

<PAGE>



               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             (Unaudited with Respect to the Nine Month Periods Ended
                          September 30, 1996 and 1995)

(NOTE 2) - Significant Accounting Policies: (continued)
- -------------------------------------------------------

                  (f)      Concentration of credit risk:
                           -----------------------------

                           (1) The Company places its temporary cash investments
with  higher  credit-  quality   financial   institutions  and  in  governmental
obligations.  Such  investments  are  generally in excess of the FDIC  insurance
limit. The Company has not experienced any losses from such investments.

                           (2) The  Company's  mortgage  portfolio  is  composed
predominantly  of mortgages on  multi-family  residential  properties in the New
York City area,  most of which are subject to  applicable  rent control and rent
stabilization statutes and regulations. In both cases, any increases in rent are
subject to  specific  limitations.  As such,  properties  of the nature of those
constituting the most significant  portion of the Company's  mortgage  portfolio
are not  affected  by the general  movement  of real  estate  values in the same
manner as other  income-producing  properties.  The rental housing market in New
York City  remains  stable and the Company  expects  that such  properties  will
continue to appreciate in value with little or no reduction in occupancy rates.
<TABLE>
<CAPTION>

(NOTE 3) - Subordinated Debentures Payable:
- -------------------------------------------

The Company's Registered Floating Rate Redeemable Debentures consist of the following:
                                                                      September 30,               December 31,
                                                                           1996                        1995
                                                                           ----                        ----
<S>                                                                   <C>                         <C>        
      Series 1989, interest at 2% above prime.......................  $   - 0 -                   $ 1,200,000
      Series 10/4/89, interest at 1% above prime......................  2,000,000                   4,000,000
      Series 3/28/90, interest at 1% above prime......................  2,000,000                   4,000,000
      Series 5/13/91, interest at 2% above prime......................  6,000,000                   6,000,000
      Series 2/20/92, interest at 2% above prime......................  4,500,000                   4,500,000
      Series 6/29/92, interest at 2% above prime......................  7,000,000                   7,000,000
      Series 9/13/93, interest at 2% above prime......................  8,000,000                   8,000,000
      Series 1/28/94, interest at 1% above prime...................       - 0 -                       500,000
      Series 1/28/94, interest at 2% above prime......................  4,500,000                   4,500,000
      Series 10/28/94, interest at 1% above prime....................     500,000                     500,000
      Series 10/28/94, interest at 2% above prime.....................  4,500,000                   4,500,000
      Series 5/12/95, interest at 1% above prime......................  1,000,000                   1,000,000
      Series 5/12/95, interest at 2% above prime......................  9,000,000                   9,000,000
      Series 10/19/95, interest at 1% above prime.....................  1,000,000                   1,000,000
      Series 10/19/95, interest at 2% above prime.....................  9,000,000                   9,000,000
      Series 5/10/96, interest at 1% above prime......................  1,000,000
      Series 5/10/96, interest at 2% above prime...................... 10,000,000
                                                                      -----------                 -----------

                                                                      $70,000,000                 $64,700,000
                                                                      ===========                 ===========

      "Prime" refers to the prime rate of Chase Manhattan Bank.

</TABLE>

                                        7

<PAGE>



               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             (Unaudited with Respect to the Nine Month Periods Ended
                          September 30, 1996 and 1995)


(NOTE 3) - Subordinated Debentures Payable: (continued)
- -------------------------------------------------------

Prime was 8 1/4% on September 30, 1996 and 8 1/2% on December 31, 1995.  Minimum
interest is 9 1/2% and maximum  interest is 15% on Series  10/4/89,  3/28/90 and
5/13/91.  Series 2/20/92 has minimum interest of 8% and maximum interest of 14%,
Series  6/29/92  has  maximum  interest  of 14%  and  Series  9/13/93,  1/28/94,
10/28/94, 5/12/95, 10/19/95 and 5/10/96 have maximum interest of 12%.

At September  30, 1996 payment of interest on an  aggregate  of  $15,420,000  of
debentures is deferred  until  maturity and earns  interest at prime.  Generally
debenture holders who have deferred receipt of interest may at any time elect to
receive the  deferred  interest and  subsequently  receive  regular  payments of
interest.

The debentures  may be redeemed,  in whole or in part, at any time at the option
of the Company. For debentures issued after 1994,  redemption would generally be
at a premium of 1% or 2% if the redemption is prior to 1998.

The  debentures  are unsecured and  subordinate to all present and future senior
indebtedness, as defined.

Maturities of debentures are summarized as follows:

  Year Ending December 31,

       1996.................................................... $     - 0 -
       1997.......................................................   3,500,000
       1998.......................................................   4,000,000
       1999........................................................ 10,500,000
       2000......................................................    7,000,000
       Thereafter until 2005......................................  45,000,000
                                                                    ----------
       Total...................................................... $70,000,000
                                                                   ===========

<TABLE>
<CAPTION>

(NOTE 4) - Mortgages Receivable:
- --------------------------------

Information as to mortgages receivable is summarized as follows:

                                                       September 30, 1996      December 31, 1995
                                                       ------------------      -----------------

         <S>                                              <C>                        <C>        
         First Mortgages...............................   $68,395,000                $48,685,000
         Junior Mortgages.............................      8,046,000                  6,906,000
         Wraparound Mortgages........................         322,000                    329,000
                                                           ----------                 ----------
         .............................................     76,763,000                 55,920,000

         Less Unearned Discount......................       1,156,000                    774,000
                                                           ----------                 ----------
         Total........................................    $75,607,000                $55,146,000
                                                           ==========                 ==========
</TABLE>


                                        8

<PAGE>



               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             (Unaudited with Respect to the Nine Month Periods Ended
                          September 30, 1996 and 1995)


(NOTE 4) - Mortgages Receivable: (continued)
- --------------------------------------------

Interest rates on mortgages  range from 6% to 16%.  Certain  mortgages have been
discounted utilizing rates ranging from 12% to 18%.

During 1996 and 1995 certain mortgages were paid in full prior to their maturity
date. This resulted in the recognition of a gain,  which  represents the balance
of the unamortized discount applicable to these mortgages.

Maturities of mortgages  receivable during the next five years are summarized as
follows:

  Year Ending December 31,
  ------------------------
       1996........................................................$ 3,607,000
       1997........................................................ 21,067,000
       1998.......................................................   9,248,000
       1999........................................................ 13,560,000
       2000.......................................................   2,839,000
       Thereafter until 2015....................................... 26,442,000
                                                                    ----------
       Total.......................................................$76,763,000
                                                                   ===========

The Company  evaluates its portfolio of mortgage  loans on an individual  basis,
comparing  the amount at which the  investment  is carried to its  estimated net
realizable  value.  At the respective  balance sheet dates,  no allowances  were
required.

(NOTE 5) - Mortgage Payable
- ---------------------------

The mortgage payable relates to the Company's  wraparound  mortgage  receivable,
bears interest at 8.5% and is self liquidating.

(NOTE 6) - Related Party Transactions:
- --------------------------------------

During 1995,  affiliates sold to unrelated third parties,  properties subject to
mortgages  held by the Company.  In connection  with those sales,  the Company's
mortgages in the original  aggregate  amount of $6,958,000,  were refinanced and
the Company received new first mortgages totaling $9,670,000.

Other income  includes  $7,000 and $37,000 from  affiliates  for the nine months
ended September 30, 1996 and 1995, respectively.








                                        9

<PAGE>




               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             (Unaudited with Respect to the Nine Month Periods Ended
                          September 30, 1996 and 1995)

(NOTE 6) - Related Party Transactions: (continued)
- --------------------------------------------------

The Company utilizes  personnel and other facilities of affiliated  entities and
is charged  service  fees for general and  administrative  expenses  for placing
mortgages, servicing mortgages, and distributing debenture interest checks. Such
fees  amounted to $204,000 and $258,000 for the nine months ended  September 30,
1996  and  1995,  respectively.  Management  believes  these  service  fees  are
reasonable.

(NOTE 7) - Commitments:
- -----------------------

     (a) Office lease:
         -------------

The  Company  occupies  its  office  space  under a lease  which  terminates  on
September  30, 2004.  In addition to minimum rent the Company is required to pay
its  proportionate  share of increases in the  building's  real estate taxes and
costs of operation and maintenance as additional rent.

Future minimum annual rents under the lease are as follows:

  Year Ending December 31
  -----------------------

       1996 (from 10/1/96).................................    $  38,083
       1997.................................................     157,976
       1998.................................................     174,902
       1999.................................................     174,902
       2000.................................................     179,133
       Thereafter..........................................      719,355
                                                              ----------
       Total................................................  $1,444,351
                                                              ==========

The Company  shares this space with  affiliates,  who pay the company 50% of the
rent.

     (b) Employment agreement:
         ---------------------

Effective as of July 1, 1995, the Company  entered into an employment  agreement
with its Executive Vice President for a term of ten years at an annual salary of
$125,000,  which is  subject  to  increase  annually  by six  percent  or by the
percentage  increase in the consumer price index, if higher. In the event of the
executive's  death or  disability,  one-half of this amount will  continue to be
paid for a term as defined in the agreement.

(NOTE 8) - Income Taxes:
- ------------------------

The Company has provided for income taxes in the periods  presented based on the
federal, state and city tax rates in effect for these periods.







                                       10

<PAGE>



                        INTERVEST CORPORATION OF NEW YORK

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             (Unaudited with Respect to the Nine Month Periods Ended
                          September 30, 1996 and 1995)

<TABLE>
<CAPTION>

(NOTE 8) - Income Taxes  (continued)
- -----------------------  

The provision for income taxes consists of the following components:
                                                                                 Nine Months Ended
                                                                                    September 30,
                                                                                    -------------
                                                                           1996                    1995
                                                                           ----                    ----
      Current taxes:
           <S>                                                           <C>                      <C>     
           Federal...................................................    $241,000                 $149,000
           State and local............................................    160,000                  106,000

      Deferred taxes:
           Federal..................................................       19,000                   25,000
           State and local..........................................       13,000                   17,000
                                                                          -------                  -------
           Total tax provision.......................................    $433,000                 $297,000
                                                                          =======                  =======
</TABLE>
<TABLE>
<CAPTION>

Temporary  differences  exist between  financial  accounting  and tax reporting,
which result in a net deferred asset, included in other assets, as follows:

                                                               September 30, 1996           December 31, 1995
                                                               ------------------           -----------------
         <S>                                                         <C>                          <C>    
         Debenture underwriting commissions......................    $22,000                      $32,000
         Deferred fees..........................................      61,000                       68,000
         Discount on mortgages receivable......................      (64,000)                     (49,000)
                                                                     --------                     --------
              Total.............................................     $19,000                      $51,000
                                                                      ======                       ======
</TABLE>
<TABLE>
<CAPTION>

The amounts of income  taxes  provided  varied  from the amounts  which would be
"expected"  to be provided at the statutory  federal  income tax rates in effect
for the following reasons:

                                                                                 Nine Months Ended
                                                                                   September 30,
                                                                                   -------------
                                                                              1996                 1995
                                                                              ----                 ----

      <S>                                                                   <C>                  <C>     
      Tax computed based upon the statutory federal tax rate............    $325,000             $222,000

      State and local income tax, net of federal income tax benefit.......   116,000               82,000

      Non-taxable income ...................................................  (8,000)              (7,000)
                                                                              -------              -------

      Total.................................................................$433,000             $297,000
                                                                             =======              =======
</TABLE>

(Note 9) - Subsequent Event

A  registration  statement  for  the  sale  of a  $6,000,000  of  Floating  Rate
Redeemable  Subordinated  Debentures  was filed  with  Securities  and  Exchange
Commission on September 5, 1996, and was declared effective on October 15, 1996.

                                       11

<PAGE>




Item 2. Management's Discussion and Analysis of Financial Condition and
          Results of Operations
- --------------------------------------------------------------------------------
Liquidity and Capital Resources:

The Company is engaged in the real estate  business,  including the  origination
and  purchase of real estate  mortgage  loans,  consisting  of first  mortgages,
junior mortgages and wraparound mortgage loans. The Company's current investment
policy   emphasizes  the  investment  in  mortgage  loans  on  income  producing
properties.  The majority of the  Company's  loans are expected to mature within
approximately five years.

The Company's liquidity is managed to ensure that sufficient funds are available
to meet  maturities  of  borrowings  or to make other  investments,  taking into
account  anticipated  cash flows and available  sources of funds.  The Company's
principal sources of funds have consisted of borrowings (principally through the
issuance of its subordinated debentures), mortgage repayments and cash flow from
ongoing  operations.  Total  stockholder's  equity  at  September  30,  1996 was
$9,901,000, compared with $9,378,000 at December 31, 1995. The Company considers
its current liquidity and additional  sources of funds sufficient to satisfy its
outstanding commitments and its maturing liabilities.

Results of Operations:

Three Months Ended September 30, 1996 and 1995

For the three months ended  September 30, 1996 interest income was $2,591,000 as
compared to $2,013,000  for the same period a year ago. The increase of $578,000
resulted mainly from an increase in mortgages receivable.

Interest  expense for the 1996 period was  $1,827,000  as compared to $1,634,000
for the 1995 period.  The increase of $193,000  resulted mainly from an increase
in long-term obligations,  offset in part by a decrease in interest rates during
the 1996 period.

The  provision  for income taxes are $217,000 and $51,000 for three months ended
September 30, 1996 and 1995,  respectively.  These provisions  represent 45% and
43% of pretax income for each period.

Nine Months Ended September 30, 1996 and 1995

For the nine months ended  September 30, 1996 interest  income was $6,962,000 as
compared  to  $5,917,000  for the  same  period  a year  ago.  The  increase  of
$1,045,000 resulted mainly from an increase in mortgages receivable.

Interest  expense for the 1996 period was  $5,157,000  as compared to $4,525,000
for the 1995 period.  The increase of $632,000  resulted mainly from an increase
in long-term obligations,  offset in part by a decrease in interest rates during
the 1996 period.

General and administrative expenses for the 1996 period was $548,000 as compared
to $477,000 for 1995. The increase of $71,000  resulted  mainly from the payment
of an officer's salary and the increased advertising expenses, offset in part by
a decrease in placement fees for mortgages receivable.

The  provision  for income taxes are $433,000 and $297,000 for nine months ended
September 30, 1996 and 1995,  respectively.  These provisions  represent 45% and
46% of pretax income for each period.



                                       12

<PAGE>





Since the Company  intends to continue to expand its asset base,  including  its
mortgage portfolio,  it is anticipated that its interest income will continue to
grow.  To the  extent  that such  growth is funded in  reliance  upon  long-term
obligations,  such as the Debentures,  interest expense will likewise  increase.
Such increase will depend upon the principal amounts of the additional assets or
liabilities, as well as interest rates.

Since the  Company  is  engaged  in the real  estate  business,  its  results of
operations are affected by general  economic trends in real estate  markets,  as
well as by trends in the  general  economy and the  movement of interest  rates.
Since the properties  underlying the Company's mortgages are concentrated in the
New York City area, the economic  condition in that area can also have an impact
on the Company's operations.

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. Certain of the Company's mortgages include prepayment
provisions,  and others  prohibit  prepayment of indebtedness  entirely.  In any
event,  the Company  believes  that it would be able to reinvest the proceeds of
any  prepayments of mortgage loans in comparable  mortgages so that  prepayments
would not have any materially adverse effect on the Company's business.

The  rental  housing  market in New York City  remains  stable  and the  Company
expects that such properties will continue to appreciate in value with little or
no reduction in occupancy  rates. The Company's  mortgage  portfolio is composed
predominantly of mortgages on multi-family residential properties, most of which
are subject to  applicable  rent  control and rent  stabilization  statutes  and
regulations.  In both  cases,  any  increases  in rent are  subject to  specific
limitations.  As such,  properties of the nature of those  constituting the most
significant  portion of the Company's mortgage portfolio are not affected by the
general   movement  of  real   estate   values  in  the  same  manner  as  other
income-producing properties.

Business:

The Company is engaged in the real estate business and has historically invested
primarily  in real  estate  mortgage  loans  secured  by income  producing  real
property.  It is anticipated that a substantial  portion of the loans to be made
by the  Company  will be loans  with terms of  approximately  five  years.  Such
transactions  typically  require an  understanding of the underlying real estate
transaction and rapid  processing and funding as a principal basis for competing
in the making of these loans. The Company does not finance new construction.

At September 30, 1996, 58% of the outstanding  principal amount of the Company's
loans (net of discounts)  were secured by properties  located in the greater New
York  metropolitan  area.  The  balance of the  Company's  loans are  secured by
properties  located  in  Florida,   Georgia,  New  Jersey,   upstate  New  York,
Pennsylvania and Virginia.

Certain of the  Company's  real estate  mortgage  loans bear interest at a fixed
rate. The balance of such loans bear interest at fluctuating rates.  Interest on
the loans is usually payable monthly.

The Company may also,  from time to time,  acquire  interests in real  property,
including fee interests.


                                       13

<PAGE>




Investment Policy-Operations:

The  Company's  current  investment  policy  related  to  mortgages   emphasizes
investments in short-term real estate mortgages secured by income producing real
property, located primarily in the greater New York metropolitan area.

The  properties  to be mortgaged  are  personally  inspected by  management  and
mortgage  loans  are  made  only  on  those   properties   where  management  is
knowledgeable as to operating income and expense.  The Company  generally relies
upon its management in connection with the valuation of properties. From time to
time, however,  it may engage independent  appraisers and other agents to assist
in determining the value of income-producing properties underlying mortgages, in
which case the costs  associated  with such services are  generally  paid by the
mortgagor.

Current Loan Status:

At September  30,  1996,  the Company had 53 real estate  mortgage  loans in its
portfolio,  totaling  $76,763,000  (face amount) in aggregate  principal amount.
Interest  rates on the mortgage  portfolio  range  between 6% and 16% per annum.
Certain  mortgages have been discounted  utilizing rates between 12% and 18% per
annum.
<TABLE>
<CAPTION>

Certain  information  concerning  the Company's  mortgage  loans  outstanding at
September 30, 1996 is set forth below:
                                                            Carrying
                                                           Amount of
                                                            Mortgage                                   No. of
                                                              Loans               Prior Liens           Loans
                                                              -----               -----------           -----

      <S>                                                   <C>                  <C>                      <C>
      First Mortgage Loans................................  $67,275,000          $  - 0 -                 45
      Junior Mortgages....................................    8,010,000           21,617,000               7
      Wraparound Mortgages................................      322,000                2,000               1
                                                             ----------           ----------              --

      ..................................................... $75,607,000          $21,619,000              53
                                                            ===========          ===========              ==
</TABLE>

The historical  cost of the mortgage loans which  originated in connection  with
the sale of real  estate  includes a discount to reflect an  appropriate  market
interest rate at the date of origination.


                                       14

<PAGE>





                           PART II - OTHER INFORMATION



Item 1.       Legal Proceedings

                  None


Item 2.       Changes in Securities

                  None


Item 3.       Defaults Upon Senior Securities

                  None


Item 4.       Submission of Matters to a Vote of Security Holders

                  None


Item 5.       Other Information

                  None


Item 6.       Exhibits and Reports on Form 8K

              Reports on Form 8K

                  None

              Exhibits - The following exhibit is filed herewith

              Exhibit 27 - Financial Data Schedule


                                       15

<PAGE>





                                   SIGNATURES





PURSUANT  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.




                                INTERVEST CORPORATION OF NEW YORK
                                (Registrant)



Dated: October 30, 1996         /S/ Lowell S. Dansker
                                ---------------------
                                Lowell S. Dansker, President
                                (Principal Executive Officer), Treasurer
                                (Principal Financial Officer and
                                Principal Accounting Officer) and Director





Dated: October 30, 1996         /S/ Lawrence G. Bergman
                                -----------------------
                                Lawrence G. Bergman, Vice President, Secretary
                                and Director


                                       16

<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                           5,020
<SECURITIES>                                         0
<RECEIVABLES>                                   75,607
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  86,094
<CURRENT-LIABILITIES>                                0
<BONDS>                                         70,002
                                0
                                          0
<COMMON>                                         2,000
<OTHER-SE>                                       7,901
<TOTAL-LIABILITY-AND-EQUITY>                    86,094
<SALES>                                              0
<TOTAL-REVENUES>                                 7,308
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                   548
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               5,705
<INCOME-PRETAX>                                    956
<INCOME-TAX>                                       433
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       523
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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