INTERVEST CORPORATION OF NEW YORK
10-Q, 1997-11-06
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, 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 September 30, 1997
          ---------------------         ---------------------------------

                 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, 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 and for the nine months
ended September 30, 1997 and 1996 are not necessarily  indicative of the results
for the full years.

<PAGE>

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

                           CONSOLIDATED BALANCE SHEETS


                                                       September 30,   DECEMBER 31,
                                                            1997           1996
                                                       -------------   ------------
                                                        (Unaudited)
ASSETS
<S>                                                     <C>            <C>         
     Cash and cash equivalents                          $20,923,000    $16,911,000
     Mortgages receivable, including due from
       affiliates of $6,250,000 (Notes 2, 4 and 5)       68,307,000     69,699,000
     Deferred debenture offering costs,
       net of accumulated amortization
       of $2,451,000 and $2,262,000 (Note 2)              4,492,000      4,475,000
     Other assets (Note 7)                                1,243,000      1,138,000
                                                        -----------    -----------
                                                        $94,965,000    $92,223,000
           TOTAL ASSETS                                 ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
     Accounts payable and accrued expenses              $   103,000    $   406,000
     Mortgage escrow deposits                             1,585,000      2,356,000
     Subordinated debentures payable (Note 3)            78,000,000     75,500,000
     Debenture interest payable at maturity (Note 3)      4,521,000      3,506,000
     Deferred mortgage interest and fees                    319,000        380,000
                                                        -----------    -----------

                             TOTAL LIABILITIES           84,528,000     82,148,000
                                                        -----------    -----------
commitments and other matters (note 6)

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                                    4,928,000      4,566,000
                                                        -----------    -----------

                    TOTAL STOCKHOLDERS' EQUITY           10,437,000     10,075,000
                                                        -----------    -----------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $94,965,000    $92,223,000
                                                        ===========    ===========
</TABLE>


See notes to financial statements
               
                                       3

<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,
                                               ------------------          -----------------
                                               1997         1996           1997         1996
                                               ----         ----           ----         ----
                                                  (Unaudited)               (Unaudited)
REVENUE

<S>                                        <C>           <C>           <C>           <C>       
  Interest income
    Affiliates                             $  173,000    $  173,000    $  520,000    $  520,000
    Others                                  2,391,000     2,418,000     6,964,000     6,442,000
                                           ----------    ----------    ----------    ----------
     Total                                  2,564,000     2,591,000     7,484,000     6,962,000

  Other income (Note 5)                        96,000       103,000       324,000       241,000
  Gain on early repayment of discounted
    mortgages receivable (Note 4)              13,000        30,000       216,000       105,000
                                           ----------    ----------    ----------    ----------
                                            2,673,000     2,724,000     8,024,000     7,308,000
                                           ----------    ----------    ----------    ----------
EXPENSES

  Interest                                  2,096,000     1,827,000     6,060,000     5,157,000
  General and administrative (Note 5)         231,000       201,000       566,000       548,000
  Amortization of deferred debenture
    offering costs (Note 2)                   224,000       216,000       734,000       647,000
                                           ----------    ----------    ----------    ----------

                                            2,551,000     2,244,000     7,360,000     6,352,000
                                           ----------    ----------    ----------    ----------

Income before income taxes                    122,000       480,000       664,000       956,000


Provision for income taxes (Note 7)            56,000       217,000       302,000       433,000
                                           ----------    ----------    ----------    ----------

NET INCOME                                     66,000       263,000       362,000       523,000

Retained earnings - beginning               4,862,000     4,129,000     4,566,000     3,869,000
                                           ----------    ----------    ----------    ----------

RETAINED EARNINGS - END                    $4,928,000    $4,392,000    $4,928,000    $4,392,000
                                           ==========    ==========    ==========    ==========
</TABLE>

See notes to financial statements

                                        4
<PAGE>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         Nine Months Ended September 30,
                                                         -------------------------------
                                                            1997               1996
                                                            ----               ----
                                                                 (Unaudited)
OPERATING ACTIVITIES

<S>                                                    <C>              <C>         
  Net Income                                           $    362,000     $    523,000
  Adjustments to reconcile net income to net
    cash provided by operating activities:
  Amortization of discount on mortgages receivable         (318,000)        (304,000)
  Amortization of deferred debenture offering costs         734,000          647,000
  Gain on early repayment of discounted mortgages          (216,000)        (105,000)
  Changes in operating assets and liabilities:
    Other assets                                           (105,000)        (381,000)
    Accounts payable and accrued liabilities               (303,000)         205,000
    Mortgage escrow deposits                               (771,000)       1,456,000
    Debenture interest payable at maturity                1,015,000          939,000
    Deferred mortgage interest and fees                     (61,000)         108,000
                                                       ------------     ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                   337,000        3,088,000
                                                       ------------     ------------
INVESTING ACTIVITIES

  Collection of mortgages receivable                     23,026,000       10,689,000
  Mortgages receivable acquired                         (21,100,000)     (30,741,000)
  Principal payments of mortgages payable                                    (16,000)
                                                       ------------     ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES       1,926,000      (20,068,000)
                                                       ------------     ------------
FINANCING ACTIVITIES

  Proceeds from subordinated debenture offerings          8,500,000       11,000,000
  Payment of debenture offering costs                      (751,000)        (970,000)
  Principal payments of subordinated debentures          (6,000,000)      (5,700,000)
                                                       ------------     ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 1,749,000        4,330,000
                                                       ------------     ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          4,012,000      (12,650,000)

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD             $ 20,923,000     $  5,020,000
                                                       ============     ============


See notes to financial statements
</TABLE>

                                        5

<PAGE>

               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (Unaudited with Respect to the Three Month and
              Nine Month Periods Ended September 30, 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:

          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
     -------------------------------    --------       ------------

          1997 . . . . . . . . . . . .$5,045,000          $736,000
          1996 . . . . . . . . . . .   4,219,000           142,000

                                       6
<PAGE>


               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (Unaudited with Respect to the Three Month and
              Nine Month Periods Ended September 30, 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 and
              Nine Month Periods Ended September 30, 1997 and 1996)


<TABLE>
<CAPTION>

(NOTE 3) - Subordinated Debentures Payable:

          The Company's  Registered Floating Rate Redeemable  Debentures consist
of the following:

                                                            September 30,        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
  Series 4/30/97, interest at 9% . . . . . . . . . . . .        500,000
  Series 4/30/97, interest at 1% above prime . . . . . .      8,000,000                    
                                                            -----------         -----------
                                                            $78,000,000         $75,500,000
                                                            ===========         ===========
</TABLE>

  "Prime" refers to the prime rate of Chase Manhattan Bank.
                                       8

<PAGE>

               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (Unaudited with Respect to the Three Month and
              Nine Month Periods Ended September 30, 1997 and 1996)


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

Prime was 8.5% on September  30, 1997 and 8.25% on December  31,  1996.  Minimum
interest is 9.5% 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 interst of 14%, Series 9/13/93, 1/28/94,  10/28/94,  5/12/95,  10/19/95,
5/10/96 and 4/30/97 due October 1, 2005 have maximum interest of 12%, and Series
4/30/97 due July 1, 1999 has an interest rate of 9%.

At September  30, 1997 payment of interest on an  aggregate  of  $13,820,000  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 1995,  redemption would generally be
at a premium of 1% or 2% if the redemption is prior to 1999.

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,
       ------------------------

          1997 . . . . . . . . . . . . . . .  $     - 0 -   
          1998 . . . . . . . . . . . . . . . .     1,000,000
          1999 . . . . . . . . . . . . . . . .    11,500,000
          2000 . . . . . . . . . . . . . . . .     7,000,000
          2001 . . . . . . . . . . . . . . . .     8,000,000
          Thereafter until 2005. . . . . . . . .  50,500,000
                                                 -----------
          Total. . . . . . . . . . . . . . . . . $78,000,000
                                                 ===========

(NOTE 4) - Mortgages Receivable:

Information as to mortgages receivable is summarized as follows:

                                   September 30, 1997   December 31, 1996
                                   ------------------   -----------------

    First Mortgages. . . . . . . .    $62,635,000          $62,914,000
    Junior Mortgages . . . . . . .      6,534,000            7,687,000
                                                      
                                      -----------          -----------
     . . . . . . . . . . . . . . .     69,169,000           70,601,000

    Less Unearned Discount . . .          862,000              902,000
                                      -----------          -----------
    Total. . . . . . . . . . . . .    $68,307,000          $69,699,000
                                      ===========          ===========

                                       9

<PAGE>

               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (Unaudited with Respect to the Three Month and
              Nine Month Periods Ended September 30, 1997 and 1996)


(NOTE 4) - Mortgages Receivable: (continued)

Interest rates on mortgages  range from 6% to 23%.  Certain  mortgages have been
discounted utilizing rates ranging from 12% to 17%.

During 1997 and 1996 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,
          1997 . . . . . . . . . . . . . . . .  $ 10,295,000
          1998 . . . . . . . . . . . . . . . .    13,075,000
          1999 . . . . . . . . . . . . . . . .    21,317,000
          2000 . . . . . . . . . . . . . . . .     2,798,000
          2001 . . . . . . . . . . . . . . . .       801,000
          Thereafter until 2015. . . . . . . . .  20,883,000
                                                 -----------
          Total. . . . . . . . . . . . . . . . . $69,169,000
                                                 ===========

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) - Related Party Transactions:

Other  income  includes  $4,000 and $7,000 from  affiliates  for the nine months
ended September 30, 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 and
              Nine Month Periods Ended September 30, 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 debenture interest checks. Such
fees  amounted to $198,000 and $204,000 for the nine months ended  September 30,
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 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. Rent expense amounted to
$86,000  and  $76,000 for the nine  months  ended  September  30, 1997 and 1996,
respectively.

Future minimum annual rents under the lease are as follows:

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

          1997 (from 10/1/97). . . . . . . .    $  43,726
          1998 . . . . . . . . . . . . . . .      174,902
          1999 . . . . . . . . . . . . . . .      174,902
          2000 . . . . . . . . . . . . . . .      179,133
          2001 . . . . . . . . . . . . . . .      191,828
          Thereafter . . . . . . . . . . . .      527,527
                                               ----------
          Total. . . . . . . . . . . . . . .   $1,292,018
                                               ==========

The Company shares this space with affiliates,  who were charged rent of $46,000
and $59,000 for the nine months ended September 30, 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  $140,450,  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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (Unaudited with Respect to the Three Month and
              Nine Month Periods Ended September 30, 1997 and 1996)


(NOTE 7) - Income Taxes  (continued)

The provision for income taxes consists of the following components:
                                                   Nine Months Ended
                                                      September 30,
                                                  -----------------
                                                  1997          1996  
                                                  ----          ----  
  Current taxes:
    Federal                                   $ 202,000     $ 241,000
    State and local  . . . . . . . . . . .      137,000       160,000

  Deferred taxes:
    Federal  . . . . . . . . . . . . . . .      (22,000)       19,000
    State and local  . . . . . . . . . . .      (15,000)       13,000
                                              ---------     ---------
    Total tax provision  . . . . . . . . .    $ 302,000     $ 433,000
                                              =========     =========

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

                                    September 30, 1997     December 31, 1996
                                    ------------------     -----------------
Debenture underwriting commissions     $ 12,000              $ 19,000
Deferred fees . . . . . . . . . . .      51,000                58,000
Discount on mortgages receivable        (19,000)              (70,000)
                                       --------              --------
  Total . . . . . . . . . . . . . .    $ 44,000              $  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:

                                                        Nine Months Ended
                                                          September 30,
                                                        -----------------
                                                       1997          1996 
                                                       ----          ---- 
Tax computed based upon the
     statutory federal tax rate ................    $ 227,000     $ 325,000

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

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

Total ..........................................    $ 302,000     $ 433,000
                                                    =========     =========

                                       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  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,  1997 was
$10,437,000,  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.

Results of Operations:

Three Months Ended September 30, 1997 and 1996

For the three months ended  September 30, 1997 interest income was $2,564,000 as
compared to  $2,591,000  for the same period a year ago. The decrease of $27,000
resulted mainly from a decrease in mortgages receivable.

Other  income for the 1997 period was  $96,000 as  compared to $103,000  for the
1996 period.  The decrease of $7,000 resulted mainly from a decrease in mortgage
late payment penalties, offset in part by an increase in prepayment premium.

Interest  expense for the 1997 period was  $2,096,000  as compared to $1,827,000
for the 1996 period.  The increase of $269,000  resulted mainly from an increase
in  long-term  obligations,  and an increase in interest  rates  during the 1997
period.

General and adminstration  expenses for the 1997 period was $231,000 as compared
to $201,000 for the 1996 period. The increase of $30,000 resulted mainly from an
increase in advertising expenses.

The  provision  for income taxes are $56,000 and $217,000 for three months ended
September 30, 1997 and 1996,  respectively.  These provisions  represent 46% and
45% of pretax income for each period.

Nine Months Ended September 30, 1997 and 1996

For the nine months ended  September 30, 1997 interest  income was $7,484,000 as
compared to $6,962,000  for the same period a year ago. The increase of $522,000
resulted  mainly from a higher average  balance of mortgages  receivable for the
1997 period.

Other  income for the 1997 period was  $324,000 as compared to $241,000  for the
1996  period.  The  increase  of $83,000  resulted  mainly  from an  increase in
prepayment premium and mortgage extension fees.

Interest  expense for the 1997 period was  $6,060,000  as compared to $5,157,000
for the 1996 period.  The increase of $903,000  resulted mainly from an increase
in long-term  obligations,  and by an increase in interest rates during the 1997
period.

                                       13

<PAGE>

General and administrative expenses for the 1997 period was $566,000 as compared
to $548,000 for 1996. The increase of $18,000  resulted  mainly from an increase
in  advertising  expenses,  offset in part by a decrease in  placement  fees for
mortgages receivable.

The  provision  for income taxes are $302,000 and $433,000 for nine months ended
September 30, 1997 and 1996,  respectively.  These  provisions  represent 45% 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,  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.

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 up to 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, 1997, 67% 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 September  30,  1997,  the Company had 44 real estate  mortgage  loans in its
portfolio,  totaling  $69,169,000  (face amount) in aggregate  principal amount.
Interest  rates on the mortgage  portfolio  range  between 6% and 23% per annum.
Certain  mortgages have been discounted  utilizing rates between 12% and 17% per
annum.

At  September  30,  1997,  the  Company  had  one  delinquency  in its  mortgage
portfolio. It is pursuing foreclosure proceedings with respect to this mortgage,
the principal balance of which is approximately $1,584,000.

Certain  information  concerning  the Company's  mortgage  loans  outstanding at
September 30, 1997 is set forth below:
                                    

                         Carrying
                         Amount of 
                         Mortgage                        No. of
                           Loans        Prior Liens      Loans 
                           -----        -----------      ----- 

First Mortgage Loans    $61,773,000    $   - 0 -          39
Junior Mortgages ...      6,534,000     14,576,000         5
                        -----------    -----------        --
                        
                        $68,307,000    $14,576,000        44
                        ===========    ===========        ==

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  September  30,  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.  The mortgagor has filed for Bankruptcy protection which
            has delayed the foreclosure proceedings.


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


            (a) Exhibits - The following exhibit is filed herewith

                Exhibit 27 - Financial Data Schedule

            (b) No reports on Form 8-K were filed during this quarter


                                       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: November 3, 1997          /S/ Lowell S. Dansker       
                                 -----------------------------------------------
                                     Lowell S. Dansker, President
                                     (Principal Executive Officer), Treasurer
                                     (Principal Financial Officer and
                                     Principal Accounting Officer) and Director





Dated: November 3, 1997          /S/ Lawrence G. Bergman
                                 -----------------------------------------------
                                     Lawrence G. Bergman, Vice President,
                                     Secretary and Director


                                       17

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS INFORMATION EXTRACTED FROM FORM 10-Q SEPTEMBER 30, 1997,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                          20,923
<SECURITIES>                                         0
<RECEIVABLES>                                   68,307
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  94,965
<CURRENT-LIABILITIES>                                0
<BONDS>                                         78,000
                                0
                                          0
<COMMON>                                         2,000
<OTHER-SE>                                       8,371
<TOTAL-LIABILITY-AND-EQUITY>                    94,965
<SALES>                                              0
<TOTAL-REVENUES>                                 8,024
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 1,300
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               6,060
<INCOME-PRETAX>                                    664
<INCOME-TAX>                                       302
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       362
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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