INTERVEST CORPORATION OF NEW YORK
10-Q, 1997-05-08
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 March 31, 1997

                                       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 March 31, 1997
          ---------------------              -----------------------------
               No Par Value                            31.84 Shares



<PAGE>





                         PART I - FINANCIAL INFORMATION
                         ------------------------------


ITEM 1.  Financial Statements
- -------  --------------------

Results  for the three  months  ended March 31,  1997 and 1996  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  ended  March 31, 1997 and 1996 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


                                                         March 31,     DECEMBER 31,
                                                           1997           1996
                                                        -----------    -----------
                                                        (Unaudited)
ASSETS

<S>                                                     <C>            <C>        
Cash and cash equivalents                               $11,569,000    $16,911,000
Mortgages receivable, including due from
     affiliates of $6,250,000 (Notes 2, 4 and 5)         70,532,000     69,699,000
Deferred debenture offering costs,
     net of accumulated amortization
     of $2,022,000 and $2,262,000 (Note 2)                4,220,000      4,475,000
 Other assets (Note 7)                                    1,231,000      1,138,000
                                                        -----------    -----------
                                                        $87,552,000    $92,223,000
                  TOTAL ASSETS                          ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
     Accounts payable and accrued expenses              $   167,000    $   406,000
     Mortgage escrow deposits                             2,622,000      2,356,000
     Subordinated debentures payable (Note 3)            69,500,000     75,500,000
     Debenture interest payable at maturity (Note 3)      4,584,000      3,506,000
     Deferred mortgage interest and fees                    412,000        380,000
                                                        -----------    -----------

                                 TOTAL LIABILITIES       77,285,000     82,148,000
                                                        -----------    -----------
commitments and other matters (note 6)

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

<S>                       <C>                             <C>            <C>      
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                                    4,758,000      4,566,000
                                                        -----------    -----------

                       TOTAL STOCKHOLDERS' EQUITY        10,267,000     10,075,000
                                                        -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $87,552,000    $92,223,000
                                                        ===========    ===========

</TABLE>

See notes to financial statements
                                        3


<PAGE>


                        INTERVEST CORPORATION OF NEW YORK
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                              AND RETAINED EARNINGS


                                              Three Months Ended
                                                 March 31,
                                             --------------------
                                              1997          1996 
                                             --------------------
                                                 (Unaudited)
REVENUE

  Interest income

    Affiliates                             $  173,000    $  173,000
    Others                                  2,425,000     1,917,000
                                           ----------    ----------
         Total                              2,598,000     2,090,000


  Other income (Note 5)                       123,000        56,000
  Gain on early repayment of discounted
    mortgages receivable (Note 4)             104,000
                                           ----------    ----------

                                            2,825,000     2,146,000
                                           ----------    ----------
EXPENSES



  Interest                                  1,992,000     1,708,000
  General and administrative (Note 5)         177,000       157,000
  Amortization of deferred debenture
    offering costs (Note 2)                   305,000       207,000
                                           ----------    ----------

                                            2,474,000     2,072,000
                                           ----------    ----------


Income before income taxes                    351,000        74,000
Provision for income taxes (Note 7)           159,000        32,000
                                           ----------    ----------

NET INCOME                                    192,000        42,000

Retained earnings - beginning of period     4,566,000     3,869,000
                                           ----------    ----------

RETAINED EARNINGS - END OF PERIOD          $4,758,000    $3,911,000
                                           ==========    ==========


See notes to financial statements


                                       4
<PAGE>
<TABLE>
<CAPTION>


                        INTERVEST CORPORATION OF NEW YORK
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                               Three Months Ended
                                                                    March 31,
                                                            ------------------------
                                                              1997             1996 
                                                            ------------------------
                                                                    (Unaudited)
OPERATING ACTIVITIES

<S>                                                    <C>              <C>         
  Net Income                                           $    192,000     $     42,000
  Adjustments to reconcile net income to net
    cash provided by operating activities:
  Amortization of discount on mortgages receivable         (113,000)         (75,000)

  Amortization of deferred debenture offering costs         305,000          207,000
  Gain on early repayment of discounted mortgages          (104,000)

  Changes in operating assets and liabilities:
    Other assets                                            (93,000)         (39,000)
    Accounts payable and accrued liabilities               (239,000)           2,000
    Mortgage escrow deposits                                266,000          751,000
    Debenture interest payable at maturity                1,078,000          815,000
    Deferred mortgage interest and fees                      32,000           17,000
                                                       ------------     ------------
          NET CASH PROVIDED BY OPERATING ACTIVITIES       1,324,000        1,720,000
                                                       ------------     ------------
INVESTING ACTIVITIES

  Collection of mortgages receivable                     10,442,000          226,000
  Mortgages receivable acquired                         (11,058,000)      (6,429,000)

  Principal payments of mortgages payable                                     (5,000)
                                                       ------------     ------------
NET CASH (USED IN) INVESTING ACTIVITIES                    (616,000)      (6,208,000)
                                                       ------------     ------------
FINANCING ACTIVITIES

  Payment of debenture offering costs                       (50,000)          (7,000)
  Principal payments of subordinated debentures          (6,000,000)

                                                       ------------     ------------
          NET CASH (USED IN) FINANCING ACTIVITIES        (6,050,000)          (7,000)
                                                       ------------     ------------

(DECREASE) IN CASH AND CASH EQUIVALENTS                  (5,342,000)      (4,495,000)

Cash and cash equivalents at beginning of period         16,911,000       17,670,000
                                                       ------------     ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD             $ 11,569,000     $ 13,175,000
                                                       ============     ============


See notes to financial statements

                                        5
</TABLE>

<PAGE>


               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   (Unaudited with Respect to the Three Month
                     Periods Ended March 31, 1997 and 1996)

(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:
                  ------------------------------

                  Investments  are valued at the lower of cost or net realizable
value  on  an  individual  investment  basis.  The  Company  will  recognize  an
impairment  loss  on a  mortgage  receivable  if  it  determines  that  the  net
realizable  value of the investment 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  purchased with an original maturity of
three months or less to be cash equivalents. Interest and income taxes were paid
as follows:

      Three Months Ended March 31,                      Interest   Income Taxes
      ----------------------------                      --------   ------------

1997..................................................  $915,000    $395,000
1996 .................................................   893,000      14,000





                                        6

<PAGE>



               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   (Unaudited with Respect to the Three Month
                     Periods Ended March 31, 1997 and 1996)



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

                  (f)      Estimated fair value of financial instruments:
                           ----------------------------------------------

                           The Company  considers the carrying amounts presented
for mortgages receivable and subordinated debentures payable on the consolidated
balance  sheets to be  reasonable  approximations  of fair value.  The Company's
variable or floating  interest  rates on large portions of its  receivables  and
payables  approximate those which would prevail in current market  transactions.
Considerable  judgement is necessarily  required in interpreting  market data to
develop the  estimates of fair value,  and  accordingly,  the  estimates are not
necessarily  indicative  of the  amounts  that the  Company  could  realize in a
current market transaction.

                  (g)      Use of estimates:
                           -----------------

                           The preparation of financial statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

                  (h)      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.









                                        7

<PAGE>




               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   (Unaudited with Respect to the Three Month
                     Periods Ended March 31, 1997 and 1996)


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

The Company's  Registered  Floating Rate  Redeemable  Debentures  consist of the
following:
<TABLE>
<CAPTION>


                                                                      March 31,                December 31,
                                                                        1997                       1996
                                                                      ---------                ------------

<S>                                                                  <C>                       <C>        
      Series 10/4/89, interest at 1% above prime..............                                  $2,000,000
      Series 3/28/90, interest at 1% above prime..............                                   2,000,000
      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 2% above prime..............         4,500,000                 4,500,000
      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
      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
      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                 1,000,000
      Series 5/10/96, interest at 2% above prime..............        10,000,000                10,000,000
      Series 10/15/96, interest at 1% above prime.............           500,000                   500,000
      Series 10/15/96, interest at 2% above prime.............         5,500,000                 5,500,000
                                                                     -----------               -----------
      ........................................................       $69,500,000               $75,500,000
                                                                     ===========               ===========
</TABLE>

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

Prime was 8 1/2% on March 31,  1997 and 8 1/4% on  December  31,  1996.  Minimum
interest is 9 1/2% and maximum interest is 15% on Series 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, 5/10/96 and 10/15/96 have maximum interest of 12%.

Payment of interest on an aggregate of  $13,390,000  of  debentures  is deferred
until  maturity  and earns  interest  at prime.  Any  debenture  holder  who has
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.




                                        8

<PAGE>



               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   (Unaudited with Respect to the Three Month
                     Periods Ended March 31, 1997 and 1996)


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

On  February  27,  1997 the  Company  called for  redemption  of  $6,000,000  of
Debentures which were paid on March 31, 1997.

Maturities of debentures are summarized as follows:
<TABLE>
<CAPTION>

              Year Ending December 31,                                    March 31, 1997
              ------------------------                                    --------------

<S>               <C>                                                     <C>            
                  1997................................................... $             0
                  1998...................................................       1,000,000
                  1999...................................................      11,000,000
                  2000...................................................       7,000,000
                  2001...................................................       8,000,000
                  Thereafter until 2005..................................      42,500,000
                                                                              -----------
                  Total..................................................     $69,500,000
                                                                              ===========

</TABLE>

(NOTE 4) - Mortgages Receivable:
- --------------------------------
<TABLE>
<CAPTION>

Information as to mortgages receivable is summarized as follows:

                                                      March 31, 1997           December 31, 1996
                                                      --------------           -----------------

<S>                                                       <C>                        <C>        
         First Mortgages...............................   $63,841,000                $62,914,000
         Junior Mortgages............................       7,672,000                  7,687,000
                                                         ------------               ------------
         .............................................    $71,513,000                $70,601,000

         Less Unearned Discount......................         981,000                    902,000
                                                         ------------               ------------
         Total........................................    $70,532,000                $69,699,000
                                                          ===========                ===========
</TABLE>

Interest rates on mortgages  range from 6% to 24%.  Certain  mortgages have been
discounted utilizing rates ranging from 12% to 18%.

During the first quarter of 1997,  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.








                                        9

<PAGE>




               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   (Unaudited with Respect to the Three Month
                     Periods Ended March 31, 1997 and 1996)


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

Annual  maturities  of  mortgages  receivable  during  the next  five  years are
summarized as follows:
<TABLE>
<CAPTION>


              Year Ending December 31,                                      March 31, 1997
              ------------------------                                      --------------

<S>               <C>                                                        <C>         
                  1997.......................................................$ 17,341,000
                  1998.......................................................  14,292,000
                  1999.......................................................  15,187,000
                  2000.......................................................   2,767,000
                  2001.......................................................     766,000
                  Thereafter until 2015......................................  21,160,000
                                   -----                                       ----------
                  Total......................................................$ 71,513,000
                                                                             ============
</TABLE>

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) - Related Party Transactions:
- --------------------------------------

Other income  includes fees of $2,000 and $4,000 from  affiliates  for the three
months ended March 31, 1997 and 1996, respectively.



                                       10

<PAGE>



               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   (Unaudited with Respect to the Three Month
                     Periods Ended March 31, 1997 and 1996)

(NOTE 5) - 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 debentrure interest checks. Such
fees  amounted to $66,000 and $67,000 for the three  months ended March 31, 1997
and 1996, respectively. Management believes these service fees are reasonable.

(NOTE 6) - Commitments:
- -----------------------

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

The  Company  occupies  its  office  space  under a lease  which  terminates  on
September  30, 2004. In addition to minimum rents the Company is required to pay
its  proportionate  share of increases in the  building's  real estate taxes and
costs of operation and maintenance as additional  rent. Rent expense amounted to
$29,000  and  $25,000  for the  three  months  ended  March  31,  1997 and 1996,
respectively.
<TABLE>
<CAPTION>


Future minimum rents under the lease are as follows:

                  Year Ending December 31                                     March 31, 1997
                  -----------------------                                     --------------
<S>               <C>                                                          <C>      
                  1997.......................................................  $  119,892
                  1998.......................................................     174,902
                  1999.......................................................     174,902
                  2000.......................................................     179,133
                  2001.......................................................     191,828
                  Thereafter................................................      527,527
                                                                                  -------
                  Total......................................................  $1,368,184
                                                                               ==========
</TABLE>

The Company  shares this space with  affiliates who were charged rent of $16,000
and $19,000 for the three months ended March 31, 1997 and 1996, respectively.

     (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 in
the present  amount of  $132,500,  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 7) - 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.




                                       11

<PAGE>




               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   (Unaudited with Respect to the Three Month
                     Periods Ended March 31, 1997 and 1996)


(NOTE 7) - Income Taxes: (continued)
- ------------------------
<TABLE>
<CAPTION>

The provision for income taxes consists of the following components:

                                                                                Three Months Ended
                                                                                      March 31,
                                                                          ----------------------------- 
                                                                          1997                     1996
                                                                          ----                     ----
      Current taxes:
<S>                                                                     <C>                        <C>    
           Federal..................................................    $122,000                   $11,000
           State and local.........................................       83,000                     8,000

      Deferred taxes:
           Federal.................................................      (28,000)                    8,000
           State and local.........................................      (18,000)                    5,000
                                                                         --------                  -------
           Total tax provision.....................................      $159,000                  $32,000
                                                                         ========                  =======

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

                                                               March 31, 1997            December 31, 1996
                                                               --------------            -----------------
<S>                                                                  <C>                         <C>    
         Debenture underwriting commissions........................  $16,000                     $19,000
         Deferred fees and interest...............................    57,000                      58,000
         Discount on mortgages receivable........................    (20,000)                    (70,000)
                                                                     --------                    --------
              Total...............................................   $53,000                     $ 7,000
                                                                     ========                    =======

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:

                                                                                     Three Months Ended
                                                                                          March 31,
                                                                                ----------------------------- 
                                                                                1997                    1996
                                                                                ----                     ----

<S>                                                                           <C>                      <C>    
      Tax computed based upon the statutory federal tax rate................  $119,000                 $25,000
      State and local income tax, net of federal income tax benefit............ 43,000                   9,000
      Non-taxable income ....................................................   (3,000)                 (2,000)
                                                                              ---------                --------
      Total...................................................................$159,000                 $32,000
                                                                              =========                =======
</TABLE>

(NOTE 8) - Subsequent Event:
- ----------------------------

A  Registration  statement  for  the  sale  of a  $8,500,000  of  Floating  Rate
Redeemable  Subordinated  Debentures  was filed  with  Securities  and  Exchange
Commission on March 11, 1997 and was declared effective on April 30, 1997.


                                       12

<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  originating
and purchase of real estate mortgage loans, consisting of first mortgage, junior
mortgage 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  March  31,  1997  was
$10,267,000,  compared  with  $10,075,000  at  December  31,  1996.  The Company
considers its current  liquidity and additional  sources of funds  sufficient to
satisfy its outstanding commitments and its maturing liabilities.  Debentures in
an aggregate principal amount of $6,000,000 previously called for redemption and
were paid on March 31, 1997.

Results of Operations:

Three Months Ended March 31, 1997 and 1996

For the three  months ended March 31, 1997  interest  income was  $2,598,000  as
compared to $2,090,000  for the same period a year ago. The increase of $508,000
resulted primarily from an increase in mortgages  receivable from $61,424,000 at
March 31, 1996 to $70,532,000 at March 31, 1997.

Other  income for the 1997  period was  $123,000  as compared to $56,000 for the
1996  period.  The  increase  of $67,000  resulted  mainly  from an  increase in
prepayment premium.

Interest  expense for the 1997 period was  $1,992,000  as compared to $1,708,000
for the 1996 period.  The increase of $284,000  resulted mainly from an increase
in long-term obligations.

The  provision  for income taxes are $159,000 and $32,000 for three months ended
March 31, 1997 and 1996, respectively. These provisions represent 45% and 43% of
pretax income for each period.

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.

The Company is engaged in the real estate business and 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

                                       13

<PAGE>



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 March 31, 1997,  54% 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.

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.



                                       14

<PAGE>




Current Loan Status:

At  March  31,  1997,  the  Company  had 48 real  estate  mortgage  loans in its
portfolio,  totaling  $71,513,000  (face amount) in aggregate  principal amount.
Interest  rates on the mortgage  portfolio  range  between 6% and 24% per annum.
Certain  mortgages have been discounted  utilizing rates between 12% and 18% per
annum.

Through  3/31/97,  the  Company  has  experienced  only one  delinquency  in its
mortgage portfolio.  It is pursuing foreclosure proceedings with respect to this
mortgage, the principal balance of which mortgage is approximately $1,584,000.

Certain information concerning the Company's mortgage loans outstanding at March
31, 1997 is set forth below:

<TABLE>
<CAPTION>
                                                            Carrying
                                                           Amount of
                                                            Mortgage                                   No. of
                                                              Loans               Prior Liens           Loans
                                                              -----               -----------           -----

<S>                                                         <C>                <C>      <C>               <C>
      First Mortgage Loans................................  $62,860,000        $      - 0 -               42
      Junior Mortgages....................................    7,672,000             20,925,000             6

                                                            -----------            -----------            --
      ..................................................... $70,532,000            $20,925,000            48
                                                            ===========            ===========            ==

</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.


                                       15

<PAGE>



                           PART II - OTHER INFORMATION



Item 1.       Legal Proceedings

              At  March  31,  1997,  the  Company  was  involved  in  one  legal
              proceeding.  On or about  December 12, 1996,  in the Circuit Court
              for  Osceola  County,  Florida,  the  Company  commenced  mortgage
              foreclosure  proceedings  relating  to real  property  located  in
              Osceola County,  Florida. The principal amount of such mortgage is
              approximately $1,584,000.


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

                  None

              Exhibits - the following exhibit is filed herewith

              Exhibit 27 - Financial Data Schedule

                                       16

<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: May 6, 1997            /S/ Lowell S. Dansker
                              ---------------------
                                  Lowell S. Dansker, President 
                                   (Principal Executive Officer), 
                                   Treasurer (Principal Financial Officer and
                                   Principal Accounting Officer) and Director




Dated: May 6, 1997            /S/ Lawrence G. Bergman
                              -----------------------
                                  Lawrence G. Bergman, Vice President,
                                   Secretary and Director


                                       17

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS INFORMATION EXTRACTED FROM FORM 10-Q AT MARCH 31, 1997,
AND IS QUALIFED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                          11,569
<SECURITIES>                                         0
<RECEIVABLES>                                   70,532
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  87,552
<CURRENT-LIABILITIES>                                0
<BONDS>                                         69,500
                                0
                                          0
<COMMON>                                         2,000
<OTHER-SE>                                       8,267
<TOTAL-LIABILITY-AND-EQUITY>                    87,552
<SALES>                                              0
<TOTAL-REVENUES>                                 2,825
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                   177
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,169
<INCOME-PRETAX>                                    351
<INCOME-TAX>                                       159
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       192
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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