INTERVEST CORPORATION OF NEW YORK
10-Q, 1998-05-14
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, 1998

                                       OR

           [ X ] 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, 1998
           ---------------------        -----------------------------
               No Par Value                      31.84 Shares

                                       1
<PAGE>

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


ITEM 1.  Financial Statements

Results  for the three  months  ended March 31,  1998 and 1997  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, 1998 and 1997 are not
necessarily indicative of the results for the full years.

                                       2

<PAGE>


               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                                   March 31,      DECEMBER 31,
                                                     1998             1997
                                                 ------------     ------------
                                                  (Unaudited)
ASSETS

Cash and cash equivalents                       $   4,717,000     $  15,596,000
Mortgages receivable, including due from
  affiliates of $8,250,000 and $6,250,000          86,822,000        74,316,000
  (Notes 2, 4 and 5)
Deferred debenture offering costs,
  net of accumulated amortization
  of $2,899,000 and $2,675,000 (Note 2) .           4,046,000         4,270,000
Other assets (Note 7)                               1,446,000         1,389,000
                                                 ------------     -------------
                                                $  97,031,000     $  95,571,000
                             TOTAL ASSETS        ============      ============


LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Accounts payable and accrued expenses         $     118,000     $     114,000
  Mortgage escrow deposits                          2,257,000         1,617,000
  Subordinated debentures payable (Note 3)         78,000,000        78,000,000
  Debenture interest payable at maturity (Note 3)   5,525,000           496,000
  Deferred mortgage interest and fees                 399,000           353,000
                                                 ------------      ------------

                          TOTAL LIABILITIES        86,299,000        85,050,000
                                                 ------------      ------------
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                                 5,223,000         5,012,000
                                                 ------------      ------------

                 TOTAL STOCKHOLDERS' EQUITY        10,732,000        10,521,000
                                                 ------------      ------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $  97,031,000     $  95,571,000
                                                 ============      ============


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,        
                                               --------------------------
                                                  1998            1997
                                               -----------    -----------
                                                       (Unaudited)
REVENUE

  Interest income
    Affiliates                                $   173,000    $   173,000
    Others                                      2,610,000      2,425,000
                                               ----------     ----------
         Total                                  2,783,000      2,598,000

  Other income (Note 5)                           136,000        123,000
  Gain on early repayment of discounted
    mortgages receivable (Note 4)                   7,000        104,000
                                               ----------     ----------
                                                2,926,000      2,825,000 
                                               ----------     ----------

  Interest                                      2,130,000      1,992,000
  General and administrative (Note 5)             181,000        177,000
  Amortization of deferred debenture
    offering costs (Note 2)                       224,000        305,000
                                               ----------     ----------

                                                2,535,000      2,474,000
                                               ----------     ----------

Income before income taxes                        391,000        351,000

Provision for income taxes (Note 7)               180,000        159,000
                                               ----------     ----------

NET INCOME                                        211,000        192,000

Retained earnings - beginning of period         5,012,000      4,566,000
                                               ----------     ----------

RETAINED EARNINGS - END OF PERIOD              $5,223,000     $4,758,000
                                               ==========     ==========

See notes to financial statements



                                    4
<PAGE>
               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                        Three Months Ended March 31,
                                                      -------------------------------
                                                            1998           1997
                                                        ------------   ------------
                                                                (Unaudited)
<S>                                                   <C>             <C>
OPERATING ACTIVITIES

  Net Income                                          $    211,000    $    192,000
  Adjustments to reconcile net income to net
    cash provided by operating activities:
  Amortization of discount on mortgages receivable        (154,000)       (113,000)
  Amortization of deferred debenture offering costs        224,000         305,000
  Gain on early repayment of discounted mortgages           (7,000)       (104,000)
  Changes in operating assets and liabilities:
    Other assets                                           (57,000)        (93,000)
    Accounts payable and accrued liabilities                 4,000         (239,00)
    Mortgage escrow deposits                               640,000         266,000
    Debenture interest payable at maturity                 559,000       1,078,000
    Deferred mortgage interest and fees                     46,000          32,000
                                                      -------------   -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                1,466,000       1,324,000
                                                      -------------   -------------
INVESTING ACTIVITIES

  Collection of mortgages receivable                     4,642,000      10,442,000
  Mortgages receivable acquired
    Properties owned by affiliates                      (2,000,000)
    Properties owned by others                         (14,987,000)    (11,058,000)
                                                      -------------   -------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES    (12,345,000)       (616,000)
                                                      -------------   -------------
FINANCING ACTIVITIES

  Payment of debenture offering costs                                      (50,000)
  Principal payments of subordinated debentures                         (6,000,000)
                                                      -------------   -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                        0      (6,050,000)
                                                      -------------   -------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       (10,879,000)     (5,342,000)

Cash and cash equivalents at beginning of period        15,596,000      16,911,000
                                                      -------------   -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD            $  4,717,000    $ 11,569,000
                                                      =============   =============
</TABLE>


See notes to financial statements

                                             5
<PAGE>



               INTERVEST CORPORATION OF NEW YORK AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            (Unaudited with Respect to the Three Month Periods Ended
                            March 31, 1998 and 1997)

(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)     Mortgage Loans:
        ---------------

        Loans are stated at their  outstanding  principal  balances,  net of any
deferred  fees or  costs  on  originated  loans  and  unamortized  discounts  on
purchased  loans.  Interest income is accrued on the unpaid  principal  balance.
Discounts are amortized to income over the life of the related receivables using
the  constant  interest  method.  Loan  origination  fees net of certain  direct
origination  costs are deferred and  recognized as an adjustment of the yield of
the related loans. 

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

        An  allowance  for loss  related to loans that are  impaired is based on
discounted  cash flows using the loan's initial  effective  interest rate or the
fair value of the collateral.  Management's periodic evaluation of the need for,
or  adequacy  of  the  allowance  is  based  on the  Company's  past  loan  loss
experience,  known and inherent risks in the portfolio,  adverse situations that
may  affect the  borrower's  ability  to repay  (including  the timing of future
payments),  the estimated value of the underlying  collateral and other relevant
factors.  This  evaluation  is  inherently  subjective  as it requires  material
estimates  including the amounts and timing of future cash flows  expected to be
received on any impaired loans that may be  susceptible  to significant  change.
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.



                                       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, 1998 and 1997)



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


(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
        ----------------------------     ------------      ------------
                 1998.................    $1,572,000        $  22,000
                 1997.................       915,000          395,000

(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, including a bank which is an affiliate of
the  shareholders  of  the  Company  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.

                                       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, 1998 and 1997)


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

(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.

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

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

                                                       March 31,    December 31,
                                                          1998          1997
                                                       ---------    ------------

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 2% above prime .....       9,000,000       9,000,000
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         500,000
Series 4/30/97, interest at 1% above prime .....       8,000,000       8,000,000
                                                       ---------       ---------
                                                     $78,000,000     $78,000,000
                                                     ===========     ===========

"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 Periods Ended
                            March 31, 1998 and 1997)


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

Prime was 81/2% on March 31, 1998 and on December 31, 1997.  Minimum interest is
91/2% 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,
10/15/96 and 4/30/97 due October 1, 2005 have maximum  interest of 12%.  

Payment of interest on an aggregate of  $13,770,000  of  debentures  is deferred
until maturity and such deferred 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 1995,  redemption would generally be
at a premium of 1% or 2% if the redemption is prior to 1999.

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

Maturities of debentures are summarized as follows:

              Year Ending December 31,              March 31, 1998
              ------------------------              --------------

               1998................................  $ 1,000,000
               1999................................   11,500,000
               2000................................    7,000,000
               2001................................    8,000,000
               2002................................    4,500,000
               Thereafter until 2005...............   46,000,000
               Total................................ $78,000,000

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

Information as to mortgages receivable is summarized as follows:

                                               March 31, 1998  December 31, 1997
                                               --------------  -----------------
         First Mortgages ........................$79,173,000      $68,668,000
         Junior Mortgages ........................ 8,534,000        6,534,000
                                                 -----------      -----------
                                                 $87,707,000      $75,202,000

Less Unearned Discount .........................     885,000          886,000
Total .......................................... $86,822,000      $74,316,000
                                                 ===========      ===========

                                       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, 1998 and 1997)


(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 the first quarter of 1998 and 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.

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

             Year Ending December 31,               March 31, 1998
             ------------------------               --------------
               1998................................  $29,110,000
               1999................................   35,789,000
               2000................................    2,400,000
               2001................................      790,000
               2002................................      951,000
               Thereafter until 2015...............   18,667,000
                                                      ----------
               Total...............................  $87,707,000
                                                     ===========

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,  although  one  mortgage  with  a  carrying  value  of  $1,584,000  is
delinquent  and the  Company is in the  process of  foreclosing  on the  related
property, the fair value of which exceeds the carrying value of the loan.

(NOTE 5) - Related Party Transactions:
- --------------------------------------

During  the  first  quarter  of  1998,  the  Company  made  additional  loans of
$2,000,000 on properties owned by affiliated companies.

Other income  includes fees of $1,000 and $2,000 from  affiliates  for the three
months ended March 31, 1998 and 1997, 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, 1998 and 1997)

(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 $72,000 and $66,000 for the three  months ended March 31, 1998
and 1997, respectively. Management believes these service fees are reasonable.

The Company participates with Intervest Bank in three mortgages.  The balance of
the Company's  participation in these mortgages was $3,364,000 and $1,310,000 at
March 31, 1998 and December  31, 1997,  respectively.  The  shareholders  of the
Company are  officers,  directors  and  shareholders  of the parent of Intervest
Bank.

(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
$27,000  and  $29,000  for the  three  months  ended  March  31,  1998 and 1997,
respectively.

Future minimum rents under the lease are as follows:

             Year Ending December 31,              March 31, 1998
             ------------------------              --------------
               1998................................   $ 131,177
               1999................................     174,902
               2000................................     179,133
               2001................................     191,828
               2002................................     191,828
               Thereafter..........................     335,699
                                                     ----------
               Total................................ $1,204,567
                                                     ==========

The Company  shares this space with  affiliates who were charged rent of $18,000
and $16,000 for the three months ended March 31, 1998 and 1997, 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.

                                       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, 1998 and 1997)


(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.

The provision for income taxes consists of the following components:

                                                        Three Months Ended
                                                             March 31,
                                                        ------------------
                                                     1998                1997
                                                     ----                ----
Current taxes:
Federal ...............................           $ 106,000           $ 122,000
State and local .......................              72,000              83,000

Deferred taxes:
Federal ...............................               1,500
State and local .......................                 500             (18,000)
                                                  ---------           --------- 
Total tax provision ...................           $ 180,000           $ 159,000
                                                  =========           =========

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

                                               March 31, 1998  December 31, 1997
                                               --------------  -----------------
Debenture underwriting commissions .............   $  8,000            $  9,000
Deferred fees and interest .....................     48,500              49,500
Discount on mortgages receivable ...............    (18,500)            (18,500)
Total ..........................................   $ 38,000            $ 40,000

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:

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                         March 31,
                                                                    ------------------
                                                                   1998          1997
                                                                   ----          ----
<S>                                                             <C>          <C>
Tax computed based upon the statutory federal tax rate ......   $ 133,000    $ 119,000
State and local income tax, net of federal income tax benefit      48,000       43,000
Non-taxable income ..........................................      (1,000)      (3,000)
                                                                ---------    --------- 
Total .......................................................   $ 180,000    $ 159,000
                                                                =========    =========
</TABLE>

                                       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,  1998  was
$10,732,000,  compared  with  $10,521,000  at  December  31,  1997.  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 March 31, 1998 and 1997

For the three  months ended March 31, 1998  interest  income was  $2,783,000  as
compared to $2,598,000  for the same period a year ago. The increase of $185,000
resulted primarily from an increase in mortgages  receivable from $70,532,000 at
March  31,  1997 to  $86,822,000  at March  31,  1998,  offset  in part by lower
interest rates on certain mortgages.

Interest  expense for the 1998 period was  $2,130,000  as compared to $1,992,000
for the 1997 period.  The increase of $138,000  resulted mainly from an increase
in long-term obligations.

The  provision for income taxes are $180,000 and $159,000 for three months ended
March 31, 1998 and 1997, respectively. These provisions represent 46% and 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 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.


                                       13

<PAGE>


The number of instances of prepayment of mortgage loans tends to increase during
periods of  declining  interest  rates and tends to decrease  during  periods of
increasing interest rates. Certain of the Company's mortgages include prepayment
provisions,  and others  prohibit  prepayment of indebtedness  entirely.  In any
event,  the Company  believes  that it would be able to reinvest the proceeds of
any  prepayments of mortgage loans in comparable  mortgages so that  prepayments
would not have any materially adverse effect on the Company's business.

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

Business:

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

At March 31, 1998,  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,  suburbs of New York City,
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,  1998,  the  Company  had 49 real  estate  mortgage  loans in its
portfolio,  totaling  $87,707,000  (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.

Through March 31, 1998, 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, 1998 is set forth below:

                             Carrying
                            Amount of
                             Mortgage                        No. of
                               Loans         Prior Liens      Loans
                            -----------      -----------     ------
First Mortgage Loans.....   $78,288,000      $         0       44
Junior Mortgages ........     8,534,000       14,501,000        5
                              ---------       ----------      ----
 ........................    $86,822,000      $14,501,000       49
                            ===========      ===========      ====

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, 1998, 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 8-K

        (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: May 6, 1998             /S/ Lowell S. Dansker
                               -------------------------------------------------
                               Lowell S. Dansker, President (Principal Executive
                               Officer), Treasurer (Principal Financial Officer 
                               and Principal Accounting Officer) and Director





Dated: May 6, 1998             /S/ Lawrence G. Bergman
                              --------------------------------------------------
                              Lawrence G. Bergman, Vice President, Secretary and
                              Director
                          
                                       17

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<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
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<SECURITIES>                                         0
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                                0
                                          0
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