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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ............... to .....................
Commission File Number
33-22976-NY
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INTERVEST CORPORATION OF NEW YORK
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(Exact name of Registrant as specified in its charter)
New York 13-3415815
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Rockefeller Plaza, New York, New York 10020-1903
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 218-2800
Securities Registered Pursuant to Section 12(b) of the Act:
None
----------------
(Title of Class)
Securities Registered Pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation SK is not contained herein, and will not be contained, to the best
of Registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III to this Form 10-K or any amendment to this
Form 10-K (X) .
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 February 28, 1999
--------------------- --------------------------------
Common Stock: No Par Value 31.84 Shares
Class B Stock: No Par Value 15.89 Shares
TABLE OF CONTENTS
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PART I
Pages
Item 1 Description of Business 3
Item 2 Properties 7
Item 3 Legal Proceedings 7
Item 4 Submission of Matters to a Vote of Security Holders 7
PART II
Item 5 Market for the Registrant's Shares and Related
Stockholder Matters 8
Item 6 Selected Financial Data 9
Item 7 Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
Item 7A Quantitative and Qualitative Disclosures about Market Risk 13
Item 8 Financial Statements and Supplementary Data 13
Item 9 Changes in and Disagreements with Accountants on 30
Accounting and Financial Disclosure
PART III
Item 10 Directors and Executive Officers of the Registrant 30
Item 11 Executive Compensation 31
Item 12 Security Ownership of Certain Beneficial Owners and Management 32
Item 13 Certain Relationships and Related Transactions 32
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K 33
SIGNATURES 35
Supplemental Information to be Furnished with 36
Reports Filed Pursuant to Section 15(d) of the
Act.
PART I
Item 1. Description of Business
Intervest Corporation of New York (the "Company") was formed in April 1987 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.
The principal offices of the Company are located at 10 Rockefeller Plaza, Suite
1015, New York, New York 10020- 1903, and its telephone number is 212-218-2800.
The Company presently has no employees; and only one of its officers serves with
compensation. It presently owns mortgages on real estate, and intends to acquire
and originate additional mortgages on real estate. The Company may in the future
engage in any aspect of the real estate and mortgage finance business.
The Company also has two wholly-owned subsidiaries.
Present Business
The Company owns a portfolio of mortgages on improved real property. The
aggregate outstanding principal balance at December 31, 1998 due on such
mortgages is approximately $68,074,000 ($67,533,000 after adjusting for a
discount of $541,000). The company has in the past and may in the future own
"wraparound mortgages" under which the principal amount of and debt service on
one or more senior mortgages is included within the principal amount of and debt
service on the wraparound mortgage. The holder of the wraparound mortgage is
required to pay the obligations due under such senior mortgages from the
payments, which it receives on the wraparound mortgage.
For financial statement reporting purposes, all mortgages contributed or sold to
the Company by affiliates have been recorded at the historical cost of the
affiliate. 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.
Five mortgages owned by the Company are senior mortgages on net leased, single
tenant, free standing commercial properties, thirty-seven are senior mortgages
on multifamily residential apartment buildings, one is a junior mortgage on a
multifamily residential apartment building and one is a participation in a first
mortgage on a commercial property.
Twenty of the residential properties are located in New York City, three are
located in suburbs of New York City, four are located in the State of New
Jersey, five are located in the State of Florida, two are located in the state
of Connecticut, two are located in the District of Columbia, one is located in
the State of Pennsylvania and one is located in the State of Maryland. One of
the Company's mortgages is a blanket mortgage covering several residential
properties located in Philadelphia, Pennsylvania. Two of the residential
properties are owned by cooperative corporations (a form of owner-occupied
apartment ownership in New York City). Thirty-six of the residential properties
are rental properties, two of which have commercial space (stores) on the ground
floor. Thirty-five of the Company's mortgages on these properties are first
mortgages, and one is a junior mortgage. One of the mortgages is a participation
in a first mortgage on a commercial property in Florida.
Future Business Operations
The Company plans to engage in the real estate business, including the
acquisition and origination of additional mortgages in the future. Such
additional mortgages may be purchased from affiliates of the Company or from
unaffiliated parties. It is anticipated that such mortgages will be acquired or
originated using the proceeds of offerings of the Company's debt securities
and/or internally generated funds.
The Company intends to continue to originate new mortgages, to acquire existing
mortgages, and to acquire equity interests in real property. In originating new
mortgages, the Company intends to act as a lender of money to owners of equity
interests in real property. The Company acquired certain existing mortgages from
mortgagees after it commenced business and intends to acquire additional
existing mortgages from mortgagees in the future. The Company does not presently
own any equity interests in real property nor has it acquired such an equity
interest in real property since the date it commenced business. However, the
Company may purchase equity interests in real property in the future or it may
acquire such an equity interest pursuant to a foreclosure upon a mortgage held
by it.
The Company's mortgage loans may include: (i) first mortgage loans; (ii) junior
mortgage loans; and (iii) wraparound mortgage loans.
The Company's mortgage loans will generally be secured by income-producing
properties. In determining whether to make mortgage loans, the Company will
analyze relevant real property and financial factors which may in certain cases
include such factors as the condition and use of the subject property, its
income-producing capacity and the quality, experience and creditworthiness of
the owner of the property. The Company's mortgage loans will generally not be
personal obligations of the borrower and will not be insured or guaranteed by
governmental agencies or otherwise. The Company may make both long-term and
short-term mortgage loans. The Company anticipates that generally its mortgage
loans will provide for balloon payments due at the time of their maturity.
With respect to the acquisition of equity interests in real estate, the Company
may acquire and retain title to properties or, may, directly or through a
subsidiary, retain an interest in a partnership formed to acquire and hold title
to real property.
While no such transactions are presently pending, the Company would, in
appropriate circumstances, consider the expansion of its business through
investments in or acquisitions of other companies engaged in real estate or
mortgage business activities.
Real Estate Investment Policies
While the Company has not previously made acquisitions of real property or
managed income-producing property, its management has had substantial experience
in the acquisition and management of properties and, in particular, multifamily
residential properties. The executive officers of the Company have been actively
involved in such activities for many years. (See "Item 10").
Real property that may be acquired will be selected by management of the
Company. The Board of Directors of the Company has not adopted any formal
policies regarding the percentage of the Company's assets that may be invested
in any single property, or in any type of property, or regarding the geographic
location of properties that may be acquired. No vote of any securities holders
of the Company is necessary for any investment in real estate.
The Company anticipates that any equity interests it may acquire will be in
commercial, income-producing properties, primarily multifamily residential
properties located in the New York metropolitan area. The acquisition of real
estate may be financed in reliance upon working capital, mortgage financing or a
combination of both. It is anticipated that properties selected for acquisition
would have potential for appreciation in value. While such properties would
typically generate cash flow from rentals, it is anticipated that income from
properties will generally be reinvested in capital improvements to the
properties.
While the Company would maintain close supervision over any properties that it
may own, independent managing agents may be engaged when deemed appropriate by
management. All such properties would, as a matter of policy, be covered by
property insurance in amounts deemed adequate in the opinion of management.
Mortgage Investment Policy
Future investments in mortgages will be selected by management of the Company.
The Board of Directors of the Company has not adopted any formal policy
regarding the percentage of the Company's assets which may be invested in any
single mortgage, or in any type of mortgage investment, or regarding the
geographic location of properties on which the mortgages owned by the Company
are liens. However, it is the present intention of the management of the Company
to maintain the diversification of the portfolio of mortgages owned by the
Company. No vote of any security holders of the Company is necessary for any
investment in a mortgage.
The Company anticipates that it will acquire or originate senior and junior
mortgages, primarily on multifamily residential properties located in the New
York metropolitan area. The Company anticipates that the amount of each mortgage
it may acquire in the future will not exceed 85% of the fair market value of the
property securing such mortgage. Such mortgages generally will not be insured by
the Federal Housing Administration or guaranteed by the Veterans Administration
or otherwise guaranteed or insured in any way. The Company requires that all
mortgaged properties be covered by property insurance in amounts deemed adequate
in the opinion of management. The Company also acquires or originates mortgages
which are liens on other types of properties, including commercial and office
properties, and may resell mortgages.
Temporary Investment by Affiliates on Behalf of the Company
An affiliate of the Company may make a mortgage loan or purchase a mortgage in
its own name and temporarily hold such investment for the purpose of
facilitating the making of an investment by the Company, provided that any such
investment is acquired by the Company at a cost no greater than the cost of such
investment to the affiliate plus carrying costs and provided there is no other
benefit to the affiliate arising out of such transaction.
Certain Characteristics of the Company's Mortgage Investments
Mortgages typically provide for periodic payments of interest and, in some
cases, principal during the term of the mortgage, with the remaining principal
balance and any accrued interest due at the maturity date. The majority of the
mortgages owned by the Company provide for balloon payments at maturity, which
means that a substantial part or all of the original principal of the mortgage
is due in one lump sum payment at maturity. The property on which the mortgage
is a lien provides the security for the mortgage. If the net revenue from the
property is not sufficient to make all debt service payments due on mortgages on
the property, or if at maturity or the due date of any balloon payment the owner
of the property fails to raise the funds to make the payment (by refinancing,
sale or otherwise), the Company could sustain a loss on its investment in the
mortgage. To the extent that the aggregate net revenues from the Company's
mortgage investments are insufficient to provide funds equal to the payments due
under the Company's debt obligations, then the Company would be required to
utilize its working capital for such purposes or otherwise obtain the necessary
funds from outside sources. No assurance can be given that such funds would be
available to the Company.
With respect to any wraparound mortgages which may be originated by the Company
in the future, such wraparound mortgages are generally negotiated and structured
on an individual, case by case basis, and may be structured to include any or
all of the following provisions:
(i) The Company may lend money to a real property owner who would be obligated
to repay the senior underlying mortgage debt as well as the new wraparound
indebtedness owed to the Company.
(ii) The Company may legally assume the obligation to make the payments due on
the senior underlying mortgage debt.
(iii) The real property owner-debtor may agree to make payments to the Company
in satisfaction of both the senior underlying mortgage debt and the new
wraparound indebtedness owed to the Company.
(iv) The Company may receive a mortgage on the real property to secure repayment
of the total amount of indebtedness (wraparound indebtedness and the senior
underlying mortgage indebtedness).
The mortgages owned by the Company that are junior mortgages are subordinate in
right of payment to senior mortgages on the various properties. In all cases, in
the opinion of management, the current value of the underlying property
collateralizing the mortgage loan is in excess of the stated amount of the
mortgage loan. Therefore, in the opinion of management of the Company, each
property on which a mortgage owned by the Company is a lien constitutes adequate
collateral for the related mortgage loan. Accordingly, in the event the owner of
a property fails to make required debt service payments, management believes
that, based upon current value, upon a foreclosure of the mortgage and sale of
the property, the Company would recover its entire investment. However, there
can be no assurance that the current value of the underlying property will be
maintained.
Loan Loss Experience
For financial reporting purposes, the Company considers a loan as delinquent or
non-performing when it is contractually past due 90 days or more as to principal
or interest payments. To date, the Company has only experienced a single default
or delinquency in its mortgage portfolio. That default has been cured and the
principal amount has been received by the Company. 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. No
allowance for loan losses is presently maintained.
Tax Accounting Treatment of Payments Received on Mortgages
The Company derives substantially all of its cash flow from debt service
payments which it receives on mortgages owned by it. The tax accounting
treatment of such debt service payments, as income or return of capital, depends
on the particular mortgage. In the case of mortgages which pay interest only,
the entire debt service payment prior to maturity received by the Company is
treated as income and the repayment of principal is generally considered a
return of capital. In the case of mortgages which include amortization of
principal in the debt service payment received by the Company, the amount
representing amortization of principal is generally treated as a return of
capital for tax accounting purposes. However, the Company will report $199,000
of additional taxable income upon the collection of $803,000 of principal
applicable to five mortgages due to deferrals of taxable income in connection
with prior real estate transactions.
Financial Accounting Treatment of Payments Received on Mortgages
For financial reporting purposes, the Company's basis in mortgages originated in
connection with real estate sale transactions is less than the face amount
outstanding. This difference is attributable to discounts recorded by the
Company to reflect a market rate of interest at the date the loans were
originated. These discounts will be amortized over the lives of the mortgages.
Effect of Government Regulation
Investment in mortgages on real properties presently may be impacted by
government regulation in several ways. Residential properties may be subject to
rent control and rent stabilization laws. As a consequence, the owner of the
property may be restricted in its ability to raise the rents on apartments. If
real estate taxes, fuel costs and maintenance of and repairs to the property
were to increase substantially, and such increases are not offset by increases
in rental income, the ability of the owner of the property to make the payments
due on the mortgage as and when they are due might be adversely affected.
Laws and regulations relating to asbestos have been adopted in many
jurisdictions, including New York City, which require that whenever any work is
undertaken in a property in an area in which asbestos is present, the asbestos
must be removed or encapsulated in accordance with such applicable local and
federal laws and regulations. The cost of asbestos removal or encapsulation may
be substantial, and if there were not sufficient cash flow from the property,
after debt service on mortgages, to fund the required work, and the owner of the
property fails to fund such work from other sources, the value of the property
could be adversely affected, with consequent impairment of the security for the
mortgage.
Laws regulating the storage, disposal and clean up of hazardous or toxic
substances at real property have been adopted at the federal, state and local
levels. Such laws may impose a lien on the real property superior to any
mortgages on the property. In the event such a lien were imposed on any property
which serves as security for a mortgage owned by the Company, the security for
such mortgage could be impaired.
Item 2. Properties
None.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for the Registrant's Shares and Related Stockholder Matters
There is no established trading market for the Company's shares of common stock
or Class B stock. As of February 28, 1999, there were three recordholders of the
Company's shares of common stock and one recordholder of the Class B stock. In
the two most recent fiscal years, no cash dividends were declared or paid with
respect to the Company's common stock or Class B stock.
Item 6. Selected Financial Data
Income Statement Data
Year Ended December 31,
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1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Revenue
Interest income $11,058,000 $10,088,000 $ 9,497,000 $ 7,984,000 $ 6,368,000
Other income 744,000 428,000 372,000 332,000 283,000
Gain on early repayment of
discounted mortgage receivable 291,000 215,000 282,000 82,000 17,000
----------- ----------- ----------- ----------- -----------
$12,093,000 $10,731,000 $10,151,000 $ 8,398,000 $ 6,668,000
----------- ----------- ----------- ----------- -----------
Expenses
Interest $ 8,510,000 $ 8,181,000 $ 7,053,000 $ 6,227,000 $ 4,591,000
General and administrative 944,000 773,000 948,000 657,000 483,000
Amortization of deferred
bond offering costs 891,000 958,000 869,000 748,000 655,000
----------- ----------- ----------- ----------- -----------
$10,345,000 $9,912,000 $ 8,870,000 $ 7,632,000 $ 5,729,000
----------- ----------- ----------- ----------- -----------
Income Before Income Taxes $ 1,748,000 $ 819,000 $ 1,281,000 $ 766,000 $ 939,000
Provision for Income Taxes 801,000 373,000 584,000 324,000 403,000
----------- ----------- ----------- ----------- -----------
Net Income $ 947,000 $ 446,000 $ 697,000 $ 442,000 $ 536,000
=========== =========== =========== =========== ===========
Ratio of Earnings to Fixed
Charges (1) 1.2 1.1 1.2 1.1 1.2
(1) The actual ratio of earnings to fixed charges has been computed by
dividing earnings (before state and federal taxes and fixed charges) by
fixed charges. Fixed charges consist of interest incurred during the
period and amortization of deferred debenture offering costs.
Balance Sheet Data
December 31
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1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Mortgages receivable $67,533,000 $74,316,000 $69,699,000 $55,146,000 $56,666,000
Total assets 99,887,000 95,571,000 92,223,000 77,579,000 64,745,000
Long term obligations 85,791,000 82,966,000 79,006,000 66,850,000 54,427,000
Stockholders' equity 11,568,000 10,521,000 10,075,000 9,378,000 8,936,000
Item 7. 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 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 stockholders' equity at December 31, 1998 was
$11,568,000. The Company considers its current liquidity and additional sources
of funds sufficient to satisfy its outstanding commitments and its maturing
liabilities.
Results of Operations:
Year Ended December 31, 1998 and 1997
Interest Income for 1998 was $11,058,000 as compared to $10,088,000 for 1997.
The increase of $970,000 resulted mainly from a higher average balance of
mortgages receivable in 1998 as compared with 1997, offset in part by lower
interest rates on certain mortgages.
Interest expense for the 1998 period was $8,510,000 as compared to $8,181,000
for the 1997 period. The increase of $329,000 resulted mainly from an increase
in long term obligations, offset in part by decrease in interest rates in 1998.
Other income for 1998 was $744,000 as compared to $428,000 for 1997. The
increase of $316,000 resulted from increases in prepayment premium and mortgage
late payment penalties.
General and administrative expenses for 1998 was $944,000 as compared to
$773,000 for 1997. The increase of $171,000 resulted mainly from an increase in
payroll expenses.
The provision for income taxes are $801,000 and $373,000 for 1998 and 1997,
respectively. These provisions represent 46% of pretax income for each period.
Year Ended December 31, 1997 and 1996
Interest income for 1997 was $10,088,000 as compared to $9,497,000 for 1996. The
increase of $591,000 resulted mainly from an increase in mortgages receivable.
Interest paid by the Company on most of its debentures, as well as the interest
earned on many of its mortgages, is keyed to the prime rate, which was 8.25%
at December 31, 1996, and increased to 8.5% on March 26, 1997.
Interest expense for the 1997 period was $8,181,000 as compared to $7,053,000
for the 1996 period. The increase of $1,128,000 resulted mainly from an increase
in long term obligations.
General and administrative expenses for 1997 was $773,000 as compared to
$948,000 for 1996. The decrease of $175,000 resulted mainly from the decrease in
management fees and payroll expenses.
The provision for income taxes are $373,000 and $584,000 for 1997 and 1996,
respectively. These provisions represent 46% 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, interest expense will likewise increase. The size of any such
increase will, of course, depend upon the principal amounts of the additional
assets or liabilities, as well as interest rates.
Since the Company is engaged in the real estate business, its results of
operations are affected by general economic trends in real estate markets, as
well as by trends in the general economy and the movement of interest rates.
Since the properties underlying the Company's mortgages are concentrated in the
New York City area, the economic condition in that area can also have an impact
on the Company's operations.
The number of instances of prepayment of mortgage loans tends to increase during
periods of declining interest rates and tends to decrease during periods of
increasing interest rates. Certain of the Company's mortgages include prepayment
provisions, and others prohibit prepayment of indebtedness entirely. In any
event, the Company believes that it would be able to reinvest the proceeds of
any prepayments of mortgage loans in comparable mortgages so that prepayments
would not have any materially adverse effect on the Company's business.
The rental housing market in New York City remains stable and the Company
expects that such properties will continue to appreciate in value with little or
no reduction in occupancy rates. The Company's mortgage portfolio is composed
predominantly of mortgages on multi-family residential properties, most of which
are subject to applicable rent control and rent stabilization statutes and
regulations. In both cases, any increases in rent are subject to specific
limitations. As such, properties of the nature of those constituting the most
significant portion of the Company's mortgage portfolio are not affected by the
general movement of real estate values in the same manner as other
income-producing properties.
The Company's mortgages are generally acquired or originated for investment and
not for resale in the secondary market, and it is, in general, the Company's
intention to hold such mortgages to maturity. The Company's mortgage loans
generally do not meet the criteria set forth by relevant federal agencies, and
as a result are not readily marketable in the secondary market.
Impact of Inflation:
The Company may lend at fixed interest rates that exceed the rates applicable,
from time to time, to the Debentures payable by the Company. Under such
circumstances inflation has not had a material effect on the Company's
continuing operations. Should inflation result in rising interest rates, the
Company would have to devote a higher percentage of the interest payments it
receives from its fixed rate mortgages to meet the interest payments due on the
Debentures. The extent to which the Company may be required to allocate the
interest payments it receives to the payment of the interest due on the
Debentures as a result of increasing interest rates is limited because the
interest payable on both principal and accrued interest on the Debentures may
not exceed a certain maximum percent per annum. Should the Company be required
to pay the maximum interest payable on the Debentures, the Company may be
required to use its working capital for purposes of interest payments.
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. 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 December 31, 1998, 44% 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 Connecticut, District of Columbia, Florida, Georgia,
Maryland, 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. As of
December 31, 1998, approximately 48% of the Company's mortgage portfolio was
comprised of fixed rate mortgages. On the substantial majority of these
mortgages, such rate becomes floating based on bank prime rates, generally by
12/31/2000. Interest on the loans is usually payable monthly.
At December 31, 1998, the Company's portfolio consisted of 44 real estate
mortgage loans totaling $68,074,000 in the aggregate face principal amount
($67,533,000 in carrying amount for financial reporting purposes, the difference
representing unearned discounts). Of the principal amount of real estate loans
outstanding at December 31, 1998, 99% represent first mortgage loans and 1%
represent junior mortgage loans.
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 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.
The Company's current investment policy related to real estate acquisitions
emphasizes investments in income-producing properties located primarily in the
New York metropolitan area.
Current Loan Status:
At December 31, 1998, the Company had 44 real estate loans in its portfolio,
totaling $68,074,000 (face amount) in aggregate principal amount. Interest rates
on the mortgage portfolio range between 6% and 15% per annum. Certain mortgages
have been discounted utilizing rates between 11% and 17% per annum.
Certain information concerning the Company's mortgage loans outstanding at
December 31, 1998 is set forth below:
Carrying
Amount of No. of
Mortgage Prior Liens Loans
-------- ----------- -----
First Mortgage Loans $67,033,000 $ 0 43
Junior Mortgages 500,000 1,300,000 1
----------- ----------- --
$67,533,000 $ 1,300,000 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.
Competition:
The Company competes for acceptable investments with real estate investment
trusts, commercial banks, insurance companies, savings and loan associations,
pension funds and mortgage banking firms, many of which have greater resources
with which to compete for desirable mortgage loans.
Year 2000 Readiness Disclosure:
The Year 2000 issue is the result of computer programs, which were written using
two digits rather than four digits to define the applicable year. As a result,
such programs may recognize a date using "00" as the year 1900 instead of the
year 2000, which could result in system failures or miscalculations.
The Company's operations are real estate related and are handled by desktop
computer processing. Such processing utilizes third-party software. Software
that is used to process the Company's general ledger, general cash
disbursements, cash receipts and loan accounting is Year 2000 compliant.
Incidental calculations are performed on spreadsheets, which are not date
dependent. The Company's ability to produce revenues is also not dependent upon
computer systems.
The Company also has registered subordinated debentures payable for which the
Company relies on a third-party vendor to provide registrar and trustee
services. Such vendor has informed the Company that it currently has a
continuous program to achieve Year 2000 compliance for its mission-critical
systems, and that the renovation and testing of such systems has been
substantially completed. Should this outside service provider not be able to
provide complete assurance of being Year 2000 compliant, the Company will
terminate its relationship and transfer to a Year 2000 compliant vendor for the
required services. In connection with the debentures, the Company utilizes
third-party software to generate checks for the payment of interest to the
debenture holders. This software will be upgraded to become Year 2000 compliant.
The upgraded version of the software is scheduled for installation and testing
in April 1999.
The Company has determined that the costs of making modifications to correct any
Year 2000 issues will not be material. Although management believes that the
Company will not incur material costs associated with the Year 2000 issue, there
can be no assurances that all hardware and software that the Company will use
will be Year 2000 compliant. Management cannot predict the amount of financial
difficulties it may incur due to its customers' and vendors' inability to
perform according to their agreements with the Company or the effects that other
third parties may cause as a result of this issue. Therefore, there can be no
assurance that the failure or delay of others to address the Year 2000 issue or
that the costs involved in such process will not have a material adverse effect
on the Company's business, financial condition, and results of operations.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable
Item 8. Financial Statements and Supplementary Data Pages
------------------------------------------- -----
Report of Independent Auditors . . . . . . . . . . . . . . . . . 15
Consolidated Balance Sheets as of December 31, 1998 and 1997. . . 16
Consolidated Statements of Operations
for the Years Ended December 31, 1998, 1997 and 1996. . . . . . . 17
Consolidated Statements of changes in stockholders' equity
for the years ended December 31, 1998, 1997 and 1996 . . . . . 18
Item 8. Financial Statements and Supplementary Data (contd.)
Consolidated Statements of Cash Flows for
the Years Ended December 31, 1998, 1997 and 1996 . . . . . . 19
Notes to Financial Statements . . . . . . . . . . . . . . . . . . 20
Schedule IV -- Mortgage Loans on Real Estate -- December 31, 1998. 27
Other financial statement schedules and inapplicable periods with respect to
schedules listed above are omitted because the conditions requiring their filing
do not exist or the information required thereby is included in the financial
statements filed, including the notes thereto.
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
Intervest Corporation of New York
New York, New York
We have audited the accompanying consolidated balance sheets of Intervest
Corporation of New York and subsidiaries (the "Company") as of December 31, 1998
and 1997, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1998. Our audits also included the financial statement
schedule listed in the Index at Item 14(a). These financial statements and
related schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
related schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements enumerated above present fairly, in all
material respects, the consolidated financial position of Intervest Corporation
of New York and subsidiaries as of December 31, 1998 and 1997, and the
consolidated results of their operations and cash flows for each of the years in
the three-year period ended December 31, 1998 in conformity with generally
accepted accounting principles. Also, in our opinion, the schedule referred to
above, when considered in relation to the basic financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.
Richard A. Eisner & Company, LLP
New York, New York
February 2, 1999
Consolidated Balance Sheets
December 31,
------------
1998 1997
---- ----
ASSETS
Cash and cash equivalents
$27,426,000 $15,596,000
Mortgages receivable, including due
from affiliates of $500,000 in 1998
and $6,250,000 in 1997 (Notes B, D and F) 67,533,000 74,316,000
Deferred debenture offering costs, net of
accumulated amortization of $3,482,000
in 1998 and $2,675,000 in 1997 (Note B) 3,646,000 4,270,000
Other assets (Note H) 1,282,000 1,389,000
----------- -----------
$99,887,000 $95,571,000
=========== ===========
LIABILITIES
Accounts payable and accrued expenses $ 169,000 $ 114,000
Mortgage escrow deposits 2,035,000 1,617,000
Subordinated debentures payable (Note C) 80,300,000 78,000,000
Debenture interest payable at maturity (Note C) 5,491,000 4,966,000
Deferred mortgage interest and fees 324,000 353,000
----------- -----------
88,319,000 85,050,000
----------- -----------
Commitments and other matters (Note G)
STOCKHOLDERS' EQUITY
Common stock, no par value; authorized
200 shares; issued and outstanding
32 shares 2,000,000 2,000,000
Class B common stock, no par value;
authorized 100 shares; issued and
outstanding 16 shares (Note E) 100,000
Additional paid-in capital 3,509,000 3,509,000
Retained earnings 5,959,000 5,012,000
----------- -----------
11,568,000 10,521,000
----------- -----------
$99,887,000 $95,571,000
=========== ===========
Consolidated Statements of Operations
Year Ended December 31,
-----------------------
1998 1997 1996
---- ---- ----
Revenue:
Interest income:
Affiliates $ 673,000 $ 693,000 $ 693,000
Others 10,385,000 9,395,000 8,804,000
---------- --------- ---------
11,058,000 10,088,000 9,497,000
Other income (Notes D and F) 744,000 428,000 372,000
Gain on early repayment of
discounted mortgages
receivable (Note D) 291,000 215,000 282,000
---------- --------- ---------
12,093,000 10,731,000 10,151,000
---------- --------- ---------
Expenses:
Interest 8,510,000 8,181,000 7,053,000
General and administrative (Note F) 944,000 773,000 948,000
Amortization of deferred
debenture offering costs (Note B) 891,000 958,000 869,000
---------- --------- ---------
10,345,000 9,912,000 8,870,000
---------- --------- ---------
Income before income taxes 1,748,000 819,000 1,281,000
Provision for income taxes (Note H) 801,000 373,000 584,000
---------- --------- ---------
Net income $ 947,000 $ 446,000 $ 697,000
========== ========= =========
Consolidated Statements of Changes in Stockholders' Equity
Class B
Common Stock Common Stock
------------ ------------ Additional
Paid-in Retained
Shares Amount Shares Amount Capital Earnings Total
------ ------ ------ ------ ------- -------- -----
Balance - January 1, 1996 32 $ 2,000,000 $3,509,000 $3,869,000 $ 9,378,000
Net income for the year ended December 31, 1996 697,000 697,000
-- ----------- -- --------- ---------- ----------- -----------
Balance - December 31, 1996 32 2,000,000 3,509,000 4,566,000 10,075,000
Net income for the year ended December 31, 1997 446,000 446,000
-- ----------- -- --------- ---------- ----------- -----------
Balance - December 31, 1997 32 2,000,000 3,509,000 5,012,000 10,521,000
Issuance of shares 16 $ 100,000 100,000
Net income for the year ended December 31, 1998 947,000 947,000
-- ----------- -- --------- ---------- ----------- -----------
Balance - December 31, 1998
32 $ 2,000,000 16 $ 100,000 $3,509,000 $ 5,959,000 $11,568,000
== =========== == ========= ========== =========== ===========
Consolidated Statements of Cash Flows
Year Ended December 31,
-----------------------
1998 1997 1996
---- ---- ----
Cash flows from operating activities:
Net income $ 947,000 $ 446,000 $ 697,000
Adjustments to reconcile net income to net cash provided
by operating activities:
Amortization of discount on mortgages receivable (569,000) (435,000) (421,000)
Amortization of deferred debenture offering costs 891,000 958,000 869,000
Gain on early repayment of discounted mortgages (291,000) (215,000) (282,000)
Changes in:
Other assets 107,000 (251,000) (240,000)
Accounts payable and accrued expenses 55,000 (292,000) 342,000
Mortgage escrow deposits 418,000 (739,000) 1,335,000
Debenture interest payable at maturity 525,000 1,460,000 1,374,000
Deferred mortgage interest and fees (29,000) (27,000) 114,000
------------ ------------ ------------
Net cash provided by operating activities 2,054,000 905,000 3,788,000
------------ ------------ ------------
Cash flows from investing activities:
Collection of mortgages receivable 49,137,000 25,464,000 20,924,000
Mortgages receivable acquired - affiliates (2,000,000)
Mortgages receivable acquired - others (39,494,000) (29,431,000) (34,774,000)
Principal payments of mortgages payable (18,000)
------------ ------------ ------------
Net cash provided by (used in) investing activities 7,643,000 (3,967,000) (13,868,000)
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from issuance of Class B common stock 100,000
Proceeds from subordinated debenture offerings 4,800,000 8,500,000 17,000,000
Payment of debenture offering costs (267,000) (753,000) (1,479,000)
Redemption of subordinated debentures (2,500,000) (6,000,000) (6,200,000)
------------ ------------ ------------
Net cash provided by financing activities 2,133,000 1,747,000 9,321,000
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents 11,830,000 (1,315,000) (759,000)
Cash and cash equivalents at beginning of year 15,596,000 16,911,000 17,670,000
------------ ------------ ------------
Cash and cash equivalents at end of year $ 27,426,000 $ 15,596,000 $ 16,911,000
============ ============ ============
Note A - 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 origination and purchase of real
estate mortgage loans.
Note B - Significant Accounting Policies
[1] Consolidation policy:
The financial statements include the accounts of all subsidiaries.
Material intercompany items are eliminated in consolidation.
[2] 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.
[3] 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.
[4] 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.
Note B - Significant Accounting Policies (continued)
[5] 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:
Year Ended
December 31, Interest Income Taxes
------------ -------- ------------
1998 $7,985,000 $ 657,000
1997 6,721,000 827,000
1996 5,679,000 196,000
[6] 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 judgment 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.
[7] 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.
[8] Concentration of credit risk:
[a] The Company places its temporary cash investments with higher
credit-quality financial institutions, including a bank which is
affiliated with 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.
[b] 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, although there can be no assurances, that this will
continue. The rental housing market in New York City has remained
stable.
Note C - Subordinated Debentures Payable
The Company's Registered Floating Rate Redeemable Debentures consist of the
following:
December 31,
------------
1998 1997
---- ----
Series 5/13/91, interest at 2% above prime $ 5,000,000 $ 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
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
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
Series 11/10/98, interest at 8% 1,400,000
Series 11/10/98, interest at 8.5% 1,400,000
Series 11/10/98, interest at 9% 2,000,000
----------- -----------
$80,300,000 $78,000,000
=========== ===========
"Prime" refers to the prime rate of Chase Manhattan Bank.
Prime was 7 3/4% on December 31, 1998. 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%, 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 $16,250,000 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, except holders
of Series 11/10/98.
The debentures may be redeemed, in whole or in part, at any time at the option
of the Company. For debentures issued after 1996, redemption would generally be
at a premium of 1% or 2% if the redemption is prior to 2000. After January 1,
2000 Series 11/10/98 debenture holders can require the Company to repurchase up
to $100,000 principal amount of debentures plus accrued interest each year.
The debentures are unsecured and subordinate to all present and future senior
indebtedness, as defined.
Note C - Subordinated Debentures Payable (continued)
Maturities of debentures are summarized as follows:
Year Ending
December 31,
1999 $10,000,000
2000 7,000,000
2001 9,400,000
2002 4,500,000
2003 5,900,000
Thereafter until 2005 43,500,000
----------
$80,300,000
==========
Note D - Mortgages Receivable
Information as to mortgages receivable is summarized as follows:
December 31,
------------
1998 1997
---- ----
First mortgages $67,574,000 $68,668,000
Junior mortgages 500,000 6,534,000
----------- -----------
68,074,000 75,202,000
Less unearned discount 541,000 886,000
----------- -----------
$67,533,000 $74,316,000
=========== ===========
Interest rates on mortgages range from 6% to 15%. Certain mortgages have been
discounted utilizing rates ranging from 11% to 17%.
During 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.
Other income includes pre-payment premiums of $515,000, $271,000 and $228,000 in
1998, 1997 and 1996, respectively.
Maturities of mortgages receivable are summarized as follows:
Year Ending
December 31,
------------
1999 $42,997,000
2000 8,912,000
2001 773,000
2002 932,000
2003 1,134,000
Thereafter until 2015 13,326,000
-----------
$68,074,000
===========
Note D - Mortgages Receivable (continued)
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 E - Class B Common Stock
In August 1998, the Company's certificate of incorporation was amended to
authorize 100 shares of Class B stock. Class B shares have voting rights equal
to those of common shares, are convertible to common shares at the rate of one
share of common stock to three shares of Class B stock, contain restrictions as
to dividends and transfers and are junior to common shares in liquidation.
The Company's Executive Vice-President who is also a relative of the common
stockholders, purchased 15.89 shares for $100,000 in August 1998.
Note F - Related Party Transactions
Intervest Securities Corporation, an affiliate of the Company, acted as the
placement agent in the Company's 1998 private placement of subordinated
debentures and received commissions and fees aggregating $258,300 in connection
therewith.
Other income includes fees of $6,000 from affiliates in both 1998 and 1997 and
$8,000 in 1996.
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 $295,000, $264,000 and $367,000 in 1998, 1997 and 1996,
respectively. Management believes these service fees are reasonable.
The Company participates with Intervest Bank in one mortgage. The balance of the
Company's participation in this mortgage was $237,000 at December 31, 1998. The
stockholders of the Company are officers, directors and stockholders of the
parent of Intervest Bank.
Note G - Commitments and Other Matters
[1] 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
$177,000, $176,000 and $180,000 for 1998, 1997 and 1996, respectively.
Note G - Commitments and Other Matters (continued)
[1] Office lease: (continued)
Future minimum rents under the lease are as follows:
Year Ending
December 31,
------------
1999 $ 174,902
2000 179,133
2001 191,828
2002 191,828
2003 191,828
Thereafter 143,871
----------
$1,073,390
==========
The Company shares this space with affiliates who were charged rent of
$71,000, $64,000 and $63,000 in 1998, 1997 and 1996, respectively.
[2] Employment agreement:
Effective as of July 1, 1995, the Company entered into an employment
agreement with its Executive Vice- President, who is related to the
stockholders, for a term of ten years at an annual salary in the present
amount of $148,877, 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.
Effective August 3, 1998, the Company modified the employment agreement
to provide for additional compensation of $1,000 per month for each
$10,000,000 of gross assets of the Company in excess of $100,000,000.
Note H - 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:
Year Ended December 31,
-----------------------
1998 1997 1996
---- ---- ----
Current taxes:
Federal $475,000 $242,000 $324,000
State and local 316,000 164,000 216,000
Deferred taxes:
Federal 6,000 (20,000) 26,000
State and local 4,000 (13,000) 18,000
-------- --------- --------
$801,000 $ 373,000 $584,000
======== ========= ========
Note H - Income Taxes (continued)
Temporary differences exist between financial accounting and tax reporting which
result in a net deferred tax asset, included in other assets, as follows:
Year Ended December 31,
-----------------------
1998 1997 1996
---- ---- ----
Debenture underwriting commissions $ 3,000 $ 9,000 $ 19,000
Deferred fees and interest 45,000 49,500 58,000
Discount on mortgages receivable (18,000) (18,500) (70,000)
-------- -------- --------
$ 30,000 $ 40,000 $ 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:
Year Ended December 31,
-----------------------
1998 1997 1996
---- ---- ----
Tax computed based upon the statutory
federal tax rate $ 594,000 $ 278,000 $ 435,000
State and local income tax, net of federal
income tax benefit 213,000 101,000 158,000
Nontaxable income (10,000) (10,000) (9,000)
Other 4,000 4,000
--------- --------- ---------
$ 801,000 $ 373,000 $ 584,000
========= ========= =========
INTERVEST CORPORATION OF NEW YORK
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1998
Effective Actual Final Face Carrying
Interest Interest Maturity Prior Amount of Amount of
Description Rate Rate Date Periodic Payment Terms Liens Mortgages Mortgages
Commercial First Mortgages:
Office Buildings:
New City, New York 12.25% 6.20% 12/08/10 principal and interest annually $300,000 $139,000
Restaurants:
Manassas, Virginia 12.375 6.50 12/01/05 principal and interest annually 300,000 112,000
Irondequoit, New York 12.50 7.20 12/01/12 principal and interest annually 340,000 187,000
Decatur And Jonesboro, Geo 13.00 8.50 04/01/13 (C) 583,000 365,000
Participation:
Brooksville, Florida 8.25 8.25 10/18/99 900,000 237,000
Residential First Mortgages:
Co-Operative Apartment Buildings:
New York, New York 11.51 11.51 07/31/99 (C) 950,000 913,000
New York, New York 9.00 9.00 11/01/99 (C) 367,000 288,000
Rental Apartment Buildings:
Bronx, New York 11.00 11.00 07/01/06 (C) 895,000 697,000
Bronx, New York 11.00 11.00 11/01/12 (C) 2,445,000 2,131,000
Bronx, New York 12.75 12.75 08/01/12 (C) 900,000 898,000
Bronx, New York 13.75 13.75 01/01/10 (C) 2,850,000 (G) 1,406,000
Bronx, New York 12.75 12.75 01/01/11 (C) 1,175,000 1,111,000
Bronx, New York 12.00 12.00 08/01/10 (C) 1,045,000 944,000
Bronx, New York 12.00 12.00 (A)09/30/99 (C) 670,000 609,000
Bronx, New York 13.25 13.25 06/01/13 (C) 2,000,000 (H) 624,000
Bronx, New York 10.00 10.00 11/01/15 (C) 1,260,000 1,160,000
Brooklyn, New York 14.80 12.50 (B)04/11/99 (C) 1,150,000 473,000
Bronx, New York 12.50 12.50 01/01/10 (C) 1,650,000 (I) 1,039,000
Bronx, New York 12.75 12.75 11/01/11 (C) 1,850,000 1,791,000
New York, New York 11.00 10.00 03/15/10 (C) 1,150,000 980,000
Bronx, New York 13.50 13.50 11/01/13 (C) 4,510,000 (J) 3,504,000
New York, New York 11.00 11.00 03/01/99 (D) 1,100,000 1,100,000
Pine Hill, New Jersey 16.20 14.50 (B)05/01/99 (C) 7,200,000 6,797,000
Philadelphia, Pennsylvania 16.00 14.50 (B)06/12/99 (C) 3,800,000 6,422,000
Passaic, New Jersey 14.32 12.50 (B)11/03/98(K) (C) 925,000 908,000
Yonkers, New York 13.25 11.50 (B)07/07/99 (C) 2,000,000 1,992,000
Passaic, New Jersey 14.13 12.62 (B)07/15/99 (C) 600,000 582,000
New York, New York 11.00 10.10 (B)07/16/99 (C) 2,100,000 2,062,000
New York, New York 16.16 13.78 (B)02/11/00 (C) 1,900,000 2,491,000
Washington, D.C. 11.42 10.68 (B)08/19/99 (C) 5,000,000 4,926,000
Washington, D.C. 13.00 11.50 (B)02/24/99 (C) 1,550,000 1,501,000
St. Petersburg, Florida 11.81 10.50 (B)04/22/00 (C) 810,000 799,000
Greenacres, Florida 11.23 10.67 (B)05/01/00 (C) 2,215,000 2,191,000
Sanford, Florida 11.22 10.66 (B)04/30/00 (C) 1,600,000 1,582,000
Trumbull, Connecticut 12.60 11.68 (B)09/01/99 (C) 1,415,000 1,390,000
Residential First Mortgages,
Rental Apartment Buildings: (Continued)
New York, New York 11.51 10.64 (B)12/18/99 (C) 5,700,000 5,641,000
Opa Locka, Florida 11.67 10.66 (B)10/31/00 (C) 2,975,000 2,920,000
Temple Hills, Maryland 13.00 11.50 (B)11/09/99 (C) 850,000 189,000
Jacksonville, Florida 12.75 11.25 (B)12/01/99 (C) 1,400,000 1,280,000
Bridgeport, Connecticut 10.72 10.14 (B)12/01/00 (C) 850,000 842,000
Ellenville, New York 11.50 11.50 (B)07/10/99 (C) 950,000 830,000
Newark, New Jersey 11.70 10.00 (B)12/30/99 (C) 1,000,000 980,000
Residential Second Mortgages,
Rental Apartment Buildings:
New Rochelle, New York 11.50 11.50 Due on (D) 1,300,000 500,000 500,000
demand
---------- ----------- -----------
$1,300,000 $73,730,000 $67,533,000
========== =========== ===========
(A) Interest payments are fixed. Interest rate shown is approximate.
(B) Interest at fluctuating rate based on bank prime rate.
(C) Principal and interest monthly.
(D) Interest only, principal at maturity.
(E) No prepayment permitted.
(F) None
(G) $1,250,000 of participation of mortgage was sold in 1998.
(H) $1,250,000 of participation of mortgage was sold in 1998.
(I) $500,000 of participation of mortgage was sold in 1998.
(J) $1,000,000 of participation of mortgage was sold in 1998.
(K) Subsequently paid on 1/29/1999.
(L) The carrying amount of mortgages approximates cost for income tax
purposes.
INTERVEST CORPORATION OF NEW YORK
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1998
Description Prepayment Penalty/Other Fees
Commercial First Mortgages:
Office Buildings:
New City, New York (F)
Restaurants:
Manassas, Virginia 0.5%
Irondequoit, New York 1%
Decatur And Jonesboro, Geo (F)
Participation:
Brooksville, Florida (F)
Residential First Mortgages:
Co-Operative Apartment Buildings:
New York, New York (E)
New York, New York (E)
Rental Apartment Buildings:
Bronx, New York not prepayable until 1/1/2000.
Bronx, New York not prepayable until 2/2003.
Bronx, New York not prepayable until balance under $200,000
2% fee on unpaid balance.
Bronx, New York not prepayable until 2/1/2005.
Bronx, New York (E)
Bronx, New York not prepayable until balance under $200,000
Bronx, New York (F)
Bronx, New York (E)
Bronx, New York not prepayable until 3/1999.
Brooklyn, New York one month's interest
Bronx, New York not prepayable until 10/1/2000
Bronx, New York not prepayable until 1/1/2003.
New York, New York (F)
Bronx, New York (E)
New York, New York (F)
Pine Hill, New Jersey 1% fee.
Philadelphia, Pennsylvania 1% fee.
Passaic, New Jersey one month's interest
Yonkers, New York not prepayable until 5/8/1999, then 1% fee
Passaic, New Jersey one month's interest
New York, New York (E)
New York, New York not prepayable until 11/12/1999, then 0.5% fee
Washington, D.C. not prepayable until 4/19/1999, then 1% fee
Washington, D.C. 1% fee
St. Petersburg, Florida not prepayable until 4/22/1999, then 1.5% fee
Greenacres, Florida not prepayable until 5/1/1999, then 1.5% fee
Sanford, Florida not prepayable until 4/30/1999, then 1.5% fee
Trumbull, Connecticut not prepayable until 3/1/1999, then 1% fee
Residential First Mortgages,
Rental Apartment Buildings: (Continued)
New York, New York not prepayable until 8/18/1999, then 1% fee
Opa Locka, Florida not prepayable until 4/29/2000, then 1% fee
Temple Hills, Maryland not prepayable until 8/9/1999, then 1% fee
Jacksonville, Florida not prepayable until 9/2/1999, then 1% fee
Bridgeport, Connecticut not prepayable until 6/3/2000, then 1% fee
Ellenville, New York (F)
Newark, New Jersey 1% fee
Residential Second Mortgages,
Rental Apartment Buildings:
New Rochelle, New York (F)
(A) Interest payments are fixed. Interest rate shown is approximate.
(B) Interest at fluctuating rate based on bank prime rate.
(C) Principal and interest monthly.
(D) Interest only, principal at maturity.
(E) No prepayment permitted.
(F) None
(G) $1,250,000 of participation of mortgage was sold in 1998.
(H) $1,250,000 of participation of mortgage was sold in 1998.
(I) $500,000 of participation of mortgage was sold in 1998.
(J) $1,000,000 of participation of mortgage was sold in 1998.
(K) Subsequently paid on 1/29/1999.
(L) The carrying amount of mortgages approximates cost for income tax
purposes.
INTERVEST CORPORATION OF NEW YORK
SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE Continued
The following summary reconciles mortgages receivable at their carrying values:
Year Ended December 31
----------------------
1998 1997 1996
---- ---- ----
Balance at beginning of period $ 74,316,000 $ 69,699,000 $ 55,146,000
Additions during period:
Mortgages acquired 41,494,000 29,431,000 34,774,000
----------- ---------- ----------
115,810,000 99,130,000 89,920,000
Deductions during period:
Collections of principal, net of
Amortization of discounts 48,277,000 24,814,000 20,221,000
----------- ---------- ----------
BALANCE AT CLOSE OF PERIOD $ 67,533,000 $ 74,316,000 $ 69,699,000
=========== ========== ==========
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
The current directors and executive officers of the Company are as follows:
Lawrence G. Bergman, age 54, serves as a Director, and as Vice President and
Secretary of the Company and has served in such capacities since the Company was
organized. Mr. Bergman received a Bachelor of Science degree and a Master of
Engineering (Electrical) degree from Cornell University, and a Master of Science
in Engineering and a Ph.D degree from The Johns Hopkins University. Mr. Bergman
is also a Director, Vice-President and Secretary of Intervest Bancshares
Corporation, and Co-Chairman of the Board of Directors and a member of the Loan
Committee of Intervest Bank. During the past five years, Mr. Bergman has been
actively involved in the ownership and operation of real estate and mortgages
through certain family-owned entities.
Michael A. Callen, age 58, serves as a Director of the Company, and has served
in such capacity since October, 1992. Mr. Callen received a Bachelor of Arts
degree from the University of Wisconsin in Economics and Russian. Mr. Callen is
Senior Advisor, The National Commercial Bank, Jeddah, Saudi Arabia and prior to
1993 was a Director and Sector Executive at Citicorp/Citibank , responsible for
corporate banking activities in North America, Europe and Japan. Mr. Callen is a
Director of Intervest Bancshares Corporation and a Director of AMBAC, Inc.
Jean Dansker, age 77, serves as Vice President of the Company and has served in
such capacity since June, 1996. Mrs. Dansker received a Bachelor of Arts degree
from Brooklyn College in Economics. Mrs. Dansker has been an active investor in
real estate and mortgages for more than five years.
Jerome Dansker, age 80, serves as a Director and as Executive Vice President of
the Company, and has served in such capacity since November, 1993. Mr. Dansker
became Chairman of the Board of Directors in June, 1996. Mr. Dansker received a
Bachelor of Science degree from the New York University School of Commerce,
Accounts and Finance, a law degree from the New York University School of Law,
and is admitted to practice as an attorney in the State of New York. Mr. Dansker
is a Director, Chairman of the Board and Executive Vice President of Intervest
Bancshares Corporation. He is also a Director and Chairman of the Loan Committee
of Intervest Bank. During the past five years, Mr. Dansker has been actively
involved in the ownership and operation of real estate and mortgages through
certain family-owned entities.
Lowell S. Dansker, age 48, serves as a Director, and as President and Treasurer
of the Company, and has served in such capacities since the Company was
organized. Mr. Dansker received a Bachelor of Science in Business Administration
from Babson College, a law degree from the University of Akron School of Law,
and is admitted to practice as an attorney in New York, Ohio, Florida and the
District of Columbia. Mr. Dansker is also a Director, President and Treasurer of
Intervest Bancshares Corporation, an affiliated bank holding company and
Co-Chairman of the Board of Directors and a member of the Loan Committee of
Intervest Bank, a Florida state-chartered bank which is majority owned by
Intervest Bancshares Corporation. During the past five years, Mr. Dansker has
been actively involved in the ownership and operation of real estate and
mortgages through certain family-owned entities.
Milton F. Gidge, age 69, serves as a Director of the Company, and has served in
such capacity since December, 1988. Mr. Gidge received a Bachelor of Business
Administration degree in Accounting from Adelphi University and a Masters Degree
in Banking and Finance from New York University. Mr. Gidge retired in 1994 and,
prior to his retirment, was a Director and Chairman-Credit Policy of Lincoln
Savings Bank, F.S.B. (headquartered in New York City). He is also a Director of
Intervest Bancshares Corporation, Interboro Mutual Indemnity Insurance Company
and Vicon Industries, Inc. Mr. Gidge was an officer of Lincoln Savings Bank,
F.S.B. for more than five years.
William F. Holly, age 70, serves as a Director of the Company and has served in
such capacity since December, 1990. Mr. Holly received a Bachelor of Arts degree
in Economics from Alfred University. Mr. Holly is Chairman of the Board and
Chief Executive Officer of Sage, Rutty & Co., Inc., members of the Boston Stock
Exchange, with offices in Rochester, New York and Canandaigua, New York, and is
also a Director of Intervest Bancshares Corporation and a Trustee of Alfred
University. Mr. Holly has been an officer and director of Sage, Rutty & Co.,
Inc. for more than five years.
Edward J. Merz, age 67, serves as a Director of the Company and has served in
such capacity since February, 1998. Mr. Merz received a Bachelor of Business
Administration from City College of New York and is a graduate of the Stonier
School of Banking at Rutgers University. Mr. Merz is Chairman of the Board of
Directors of the Suffolk County National Bank of Riverhead and of its parent,
Suffolk Bancorp. and has been an officer and director of those companies for
more than five years. He is also a director of the Independent Bankers
Association of New York and a director of Intervest Bancshares Corporation.
Thomas E. Willett, age 51, serves as a Director of the Company, and has served
in such capacity since March, 1999. Mr. Willett received a Bachelor of Science
Degree from the United States Air Force Academy and a law degree from Cornell
University School of Law. Mr. Willett has been a partner of Harris Beach &
Wilcox, LLP., a law firm in Rochester, New York, for more than five years and a
director of Intervest Bancshares Corporation.
David J. Willmott, age 60, serves as a Director of the Company, and has served
in such capacity since June, 1989. Mr. Willmott is a graduate of Becker Junior
College and attended New York University Extension and Long Island University
Extension of Southampton College. Mr. Willmott is the Editor and Publisher of
Suffolk Life Newspapers, which he founded more than 25 years ago. Mr. Willmott
is also a Director of Intervest Bancshares Corporation.
Wesley T. Wood, age 56, serves as a Director of the Company, and has served in
such capacity since April, 1992. Mr. Wood received a Bachelor of Science degree
from New York University, School of Commerce. Mr. Wood is President of Marketing
Capital Corporation, an international marketing consulting and investment firm
which he founded in 1973. He is also a Director of Intervest Bancshares
Corporation, a Director of the Center of Direct Marketing at New York
University, a member of the Marketing Committee at Fairfield University in
Connecticut, and a Trustee of St. Dominics in Oyster Bay, New York.
All of the directors of the Company have been elected to serve as directors
until the next annual meeting of the Company's shareholders. Each of the
officers of the Company has been elected to serve as an officer until the next
annual meeting of the Company's directors.
Mr. Bergman's wife is the sister of Lowell S. Dansker and Jerome Dansker is the
father of Lowell S. Dansker and Mrs. Bergman. Jean Dansker is the wife of Jerome
Dansker and the mother of Lowell S. Dansker and Mrs. Bergman.
Item 11. Executive Compensation
Prior to July 1, 1995, no compensation was paid to or accrued by the Company for
any executive officer or director of the Company (other than fees paid to
directors for attending Board meetings). Each of the directors receives a fee of
$250 for each meeting of the Board of Directors he attends. Effective as of July
1, 1995, the Company entered into an employment agreement with Mr. Jerome
Dansker, its Executive vice President. The agreement is for a term of ten years
and provides for the payment of an annual salary in the present amount of
$148,877, which is subject to increase annually by six percent or by the
percentage increase in the consumer price index, if higher. The agreement also
provides for monthly expense account payments, the use of a car and medical
benefits. In the event of Mr. Dansker's death or disability, monthly payments of
one-half of the amount which otherwise would have been paid to Mr. Dansker will
continue until the greater of (i) the balance of the term of employment, and
(ii) three years. Effective August 3, 1998, the Company modified the employment
agreement to provide for additional compensation of $1,000 per month for each
$10,000,000 of gross assets of the Company in excess of $100,000,000. During
1998, Mr. Dansker received aggregate cash compensation of $252,739.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of February 28, 1999, information concerning
the ownership of the outstanding stock of the Company, all of which is
beneficially owned by the four individuals listed below:
Name and Address of Beneficial Owner Common Stock Class B Stock
- ------------------------------------ ------------ -------------
Number of Percent of Number of Percent of
Shares Class Shares Class
------ ----- ------ -----
Lowell S. Dansker............... 15.92 (1) 50.0%
10 Rockefeller Plaza, Suite 1015
New York, New York 10020
Lawrence G. Bergman............. 3.79 11.9%
10 Rockefeller Plaza, Suite 1015
New York, New York 10020
Helene D. Bergman............... 12.13 (2) 38.1%
201 East 62nd Street,
New York, New York 10021
Jerome Dansker.................. 15.89 100%
10 Rockefeller Plaza, Suite 1015
New York, New York 10020
Total Outstanding............... 31.84 shares 100.0% 15.89 100%
(1) Of the 15.92 shares beneficially owned by Mr. Dansker, 0.40 shares are
owned by Mr. Dansker as custodian for his two children under the
Uniform Gifts to Minors Act of the State of New York.
(2) Of the 12.13 shares beneficially owned by Mrs. Bergman, 0.40 shares are
owned by her as custodian for her two children under the Uniform Gifts
to Minors Act of the State of New York.
Item 13. Certain Relationships and Related Transactions
An annual mortgage servicing fee which is based on certain percentage of the
face amount of mortgages receivable is paid by the Company monthly to Capital
Holding Company, an affiliate of the Company. The services provided to the
Company by Capital Holding Company in consideration for such mortgage servicing
fee include (i) the collection of mortgages receivable, (ii) the payment of
mortgages payable, (iii) the payment of property taxes for the mortgaged
premises after receipt of such tax payments from mortgagors and (iv) the payment
of property insurance premiums for the mortgaged properties after receipt of
such insurance payments from mortgagors. For the fiscal year ended December 31,
1998, the amount of the mortgage servicing fee paid by the Company was $295,000.
Mr. William F. Holly, who is a director of the Company, also serves as Chairman
of the Board and Chief Executive Officer of Sage, Rutty & Co., Inc., which firm
has acted as an underwriter in connection with the Company's offerings of
debentures, including the offering of debentures conducted during fiscal 1997.
Intervest Securities Corporation, an affiliate of the Company, acted as the
placement agent in the Company's 1998 private placement of subordinated
debentures and received commissions and fees aggregating $258,300 in connection
therewith.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) (1) Financial Statements:
See Item 8 "Financial Statements and Supplementary Data"
(a) (2) Financial Statement Schedules: IV - Mortgage Loans on Real Estate
All other schedules have been omitted because they are
inapplicable, not required, or the information is included in the
Financial Statements or Notes thereto.
(a) (3) Exhibits:
3.1 Certificate of Incorporation of the Company, incorporated by
reference to Registrant's Registration Statement on Form S-1B (File
No. 33-27404-NY), declared effective May 12, 1989.
3.2 Certificate of Amendment to Certificate of Incorporation dated
August 17, 1998.
3.3 By-laws of the Company, incorporated by reference to the Company's
Registration Statement on Form S-11 (File No. 33-39971), declared
effective on May 13, 1991.
4.1 Form of Indenture between the Company and First American Bank of
Georgia, as trustee, dated as of April 15, 1990, incorporated by
reference to the Company's Registration Statement on Form S-11 (No.
33-33500), declared effective on March 28, 1990.
4.2 Form of Indenture between the Company and First American Bank of
Georgia, as trustee, dated as of June 1, 1991, incorporated by
reference to the Company's Registration Statement on Form S-11 (No.
33-39971), declared effective on May 13, 1991.
4.3 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of March 1, 1992, incorporated by reference to
the Company's Registration Statement on Form S-11 (File No.
33-44085), declared effective on February 20, 1992.
4.4 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of July 1, 1992, incorporated by reference to the
Company's Registration Statement on Form S-11 (File No. 33-47801),
declared effective on June 29, 1992.
4.5 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of September, 15, 1993, incorporated by reference
to the Company's Registration Statement on Form S-11 (File No.
33-65812), declared effective on September 13, 1993.
4.6 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of February 1, 1994, incorporated by reference to
the Company's Registration Statement on Form S-11 (File No.
33-73108), declared effective on January 28, 1994.
4.7 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of November 1, 1994, incorporated by reference to
the Company's Registration Statement on Form-S11 (File No.
33-84812), declared effective on October 28, 1994.
4.8 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of June 1, 1995, incorporated by reference to the
Company's Registration Statement on Form-S11 (File No. 33-90596)
declared effective on May 12, 1995.
4.9 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of November 1, 1995, incorporated by reference to
the Company's Registration Statement on Form S-11 (File No.
33-96662), declared effective on October 19, 1995.
4.10 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of June 1, 1996, incorporated by reference to the
Company's Registration Statement on Form S-11 (File No. 333-2459),
declared effective on May 10, 1996.
4.11 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of November 1, 1996, incorporated by reference to
the Company's Registration Statement on Form S-11 (File No.
333-11413), declared effective on October 15, 1996.
4.12 Form of Indenture between the Company and The Bank of New York, as
trustee, dated as of May 1, 1997, incorporated by reference to the
Company's Registration Statement on Form S-11 (File No. 333-23093),
declared effective on April 30, 1997.
4.13 Indenture between the Company and the Bank of New York, as Trustee,
dated December 1, 1998.
4.14 Agreements of Resignation, Appointment and Acceptance dated as of
April 30, 1992, by and among the Company, First American Bank of
Georgia, N.A. and The Bank of New York, incorporated by reference
to the Company's annual report on Form 10K for the year ended
December 31, 1992 wherein such documents were filed as exhibit 4.8.
10.0 Employment Agreement between the Company and Jerome Dansker dated
as of July 1, 1995, incorporated by reference to the Company's
Registration Statement on Form S-11 (File #33- 96662), declared
effective on October 19, 1995.
10.1 Amendment to Employment Agreement between the Company and Jerome
Dansker dated August 3, 1998.
22. List of Subsidiaries.
27. Financial Data Schedule
(b) No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
SIGNATURES
PURSUANT to the requirements of Section 13 or 15(d) 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
Dated: March , 1999 By: /S/ Lowell S. Dansker
---------------------
Lowell S. Dansker, President
PURSUANT to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signatures
President
(Principal Executive Officer),
/S/ Lowell S. Dansker Treasurer (Principal Financial
- --------------------- Officer and Principal Accounting
Lowell S. Dansker Officer) and Director
Dated: March , 1999
/S/ Lawrence G. Bergman Vice President
- ----------------------- Secretary and Director
Lawrence G. Bergman
Dated: March , 1999
- ----------------------- Director
Michael A. Callen
Dated: March , 1999
/S/ Jerome Dansker Director, Executive Vice President
- ------------------
Jerome Dansker
Dated: March , 1999
Director
- -----------------------
Milton F. Gidge
Dated: March , 1999
/S/ William F. Holly Director
- --------------------
William F. Holly
Dated: March , 1999
- ---------------------- Director
Edward J. Merz
Dated: March , 1999
/S/ Thomas E. Willett Director
- ---------------------
Thomas E. Willett
Dated: March , 1999
Director
- ------------------------
David J. Willmott
Dated: March , 1999
/S/ Wesley T. Wood Director
- ------------------
Wesley T. Wood
Dated: March , 1999
Supplemental Information to be Furnished with Reports Filled Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act:
Registrant does not solicit proxies or proxy statements to holders of its
securities. The annual report to holders of its Debentures has not as yet been
distributed.
When the annual report has been distributed to the holders of Debentures, four
copies will be sent to the Commission.