-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AhLvIOwWh159+rAm6AxAkMN7oqXjWVzRd/9yUjzj8Q/5LlD/KmXTereVx9yb/12z 8fHo05CmHv3+S3DAphWifA== 0001140361-05-006233.txt : 20050815 0001140361-05-006233.hdr.sgml : 20050815 20050815160218 ACCESSION NUMBER: 0001140361-05-006233 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050815 DATE AS OF CHANGE: 20050815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERVEST BANCSHARES CORP CENTRAL INDEX KEY: 0000927807 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 133699013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23377 FILM NUMBER: 051026615 BUSINESS ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA STREET 2: SUITE 400 CITY: NEW YORK STATE: NY ZIP: 10020-2002 BUSINESS PHONE: 2122182800 MAIL ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA STREET 2: SUITE 400 CITY: NEW YORK STATE: NY ZIP: 10020-2002 10-Q 1 body.txt INTERVEST BANCSHARES CORPORATION 10-Q 6-30-2005 ================================================================================ UNITED STATES 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 QUARTERLY PERIOD ENDED JUNE 30, 2005 ------------- or ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From ______ to ______ Commission file number 000-23377 --------- INTERVEST BANCSHARES CORPORATION -------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 13-3699013 - -------------------------------------- -------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) or organization) ONE ROCKEFELLER PLAZA, SUITE 400 NEW YORK, NEW YORK 10020-2002 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 218-2800 ---------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE -------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 past 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 XX NO -- --. Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act): YES NO XX --- --. Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
Title of Each Class: Shares Outstanding: -------------------- ------------------- Class A Common Stock, $1.00 par value per share 5,894,501 Outstanding as of July 29, 2005 ----------------------------------------------- ----------------------------------------- Class B Common Stock, $1.00 par value per share 385,000 Outstanding as of July 29, 2005 ----------------------------------------------- -----------------------------------------
================================================================================
INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES FORM 10-Q JUNE 30, 2005 TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Page ---- ITEM 1. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets as of June 30, 2005 (Unaudited) and December 31, 2004 . . . . . . . . . . . . . 2 Condensed Consolidated Statements of Earnings (Unaudited) for the Quarters and Six-Months Ended June 30, 2005 and 2004. . . . . . . . . . 3 Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) for the Six-Months Ended June 30, 2005 and 2004 . . . . . . . . . . . . . . . . 4 Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six-Months Ended June 30, 2005 and 2004 . . . . . . . . . . . . . . . . 5 Notes to Condensed Consolidated Financial Statements (Unaudited). . . . . . . . . 6 Review by Independent Registered Public Accounting Firm . . . . . . . . . . . . . 17 Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . 18 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . 20 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . 37 ITEM 4. CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . . . . . . . . 37 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. . . . . . . 37 ITEM 3. DEFAULTS UPON SENIOR SECURITIES. . . . . . . . . . . . . . . . . . . . . 37 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . . . . . . . 37 ITEM 5. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 ITEM 6. EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT Intervest Bancshares Corporation and subsidiaries (the "Company") is making this statement in order to satisfy the "Safe Harbor" provision contained in the Private Securities Litigation Reform Act of 1995. The statements contained in this report on Form 10-Q that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are made based on management's expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors relating to the Company's operations and economic environment, all of which are difficult to predict and many of which are beyond the control of the Company, that could cause actual results of the Company to differ materially from those matters expressed in or implied by forward-looking statements. The factors below are among those that could cause actual results to differ materially from the forward-looking statements. RISK FACTORS The Company's business is affected by a number of factors, including but not limited to the impact of: interest rates; loan demand; loan concentrations; loan prepayments; dependence on brokers and other sources for new loan referrals, ability to raise funds for investment; competition; general or local economic conditions; credit risk and the related adequacy of the allowance for loan losses; terrorist acts; natural disasters; armed conflicts; environmental liabilities, regulatory supervision and regulation and costs thereof; dependence on a limited number of key personnel; and voting control held by a limited number of stockholders who are also management. 2
PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, DECEMBER 31, ($ in thousands, except par value) 2005 2004 - ---------------------------------------------------------------------------------------------------------------------------- ASSETS (Unaudited) (Audited) Cash and due from banks $ 7,066 $ 12,026 Federal funds sold 56,101 9,948 Commercial paper and other short-term investments 12,030 2,625 ---------------------------- Total cash and cash equivalents 75,197 24,599 Securities held to maturity, net (estimated fair value of $229,673 and $247,211, respectively) 231,630 248,888 Federal Reserve Bank and Federal Home Loan Bank stock, at cost 5,983 5,092 Loans receivable (net of allowance for loan losses of $12,591 and $11,106, respectively) 1,161,516 1,004,290 Accrued interest receivable 7,234 6,699 Loan fees receivable 9,401 8,208 Premises and equipment, net 6,568 6,636 Deferred income tax asset 5,800 5,095 Deferred debenture offering costs, net 5,304 4,929 Other assets 2,971 2,315 ============================================================================================================================ TOTAL ASSETS $ 1,511,604 $ 1,316,751 ============================================================================================================================ LIABILITIES Deposits: Noninterest-bearing demand deposit accounts $ 5,747 $ 6,142 Interest-bearing deposit accounts: Checking (NOW) accounts 9,167 15,051 Savings accounts 22,214 27,359 Money market accounts 195,033 200,549 Certificate of deposit accounts 985,345 744,771 ---------------------------- Total deposit accounts 1,217,506 993,872 Borrowed Funds: Federal Home Loan Bank advances - 36,000 Subordinated debentures 94,010 94,430 Subordinated debentures - capital securities 61,856 61,856 Accrued interest payable on all borrowed funds 6,919 10,154 Mortgage note payable 236 242 ---------------------------- Total borrowed funds 163,021 202,682 Accrued interest payable on deposits 2,388 1,718 Mortgage escrow funds payable 17,826 14,533 Official checks outstanding 9,693 12,061 Other liabilities 3,195 1,791 - ---------------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 1,413,629 1,226,657 - ---------------------------------------------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY Preferred stock (300,000 shares authorized, none issued) - - Class A common stock ($1.00 par value, 9,500,000 shares authorized, 5,894 5,886 5,894,501 and 5,886,433 shares issued and outstanding, respectively) Class B common stock ($1.00 par value, 700,000 shares authorized, 385 385 385,000 shares issued and outstanding) Additional paid-in-capital, common 39,063 38,961 Retained earnings 52,633 44,862 - ---------------------------------------------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY 97,975 90,094 ============================================================================================================================ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,511,604 $ 1,316,751 ============================================================================================================================
See accompanying notes to condensed consolidated financial statements. 3
INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) QUARTER ENDED SIX-MONTHS ENDED JUNE 30, JUNE 30, --------------------------------------- ($ in thousands, except per share data) 2005 2004 2005 2004 - --------------------------------------------------------------------------------------------------------- INTEREST AND DIVIDEND INCOME Loans receivable $ 20,800 $ 14,457 $ 39,611 $ 28,249 Securities 1,723 859 3,286 1,564 Other interest-earning assets 173 75 367 171 - --------------------------------------------------------------------------------------------------------- TOTAL INTEREST AND DIVIDEND INCOME 22,696 15,391 43,264 29,984 - --------------------------------------------------------------------------------------------------------- INTEREST EXPENSE Deposits 10,375 5,906 19,414 11,218 Subordinated debentures 2,003 2,098 4,063 4,331 Subordinated debentures - capital securities 1,089 856 2,179 1,522 Other borrowed funds 33 6 127 10 - --------------------------------------------------------------------------------------------------------- TOTAL INTEREST EXPENSE 13,500 8,866 25,783 17,081 - --------------------------------------------------------------------------------------------------------- NET INTEREST AND DIVIDEND INCOME 9,196 6,525 17,481 12,903 Provision for loan losses 452 1,284 1,485 2,361 - --------------------------------------------------------------------------------------------------------- NET INTEREST AND DIVIDEND INCOME AFTER PROVISION FOR LOAN LOSSES 8,744 5,241 15,996 10,542 - --------------------------------------------------------------------------------------------------------- NONINTEREST INCOME Customer service fees 79 75 155 134 Income from mortgage lending activities 301 414 450 604 Income from the early repayment of mortgage loans 1,568 734 2,222 1,890 Commissions and fees 59 - 59 56 Gain (loss) from early call of investment securities 2 2 1 (3) - --------------------------------------------------------------------------------------------------------- TOTAL NONINTEREST INCOME 2,009 1,225 2,887 2,681 - --------------------------------------------------------------------------------------------------------- NONINTEREST EXPENSES Salaries and employee benefits 1,382 941 2,667 1,902 Occupancy and equipment, net 357 481 714 825 Data processing 146 127 282 256 Professional fees and services 267 95 406 198 Stationery, printing and supplies 55 46 109 90 Postage and delivery 32 29 65 54 FDIC and general insurance 77 63 156 127 Director and committee fees 131 84 253 172 Advertising and promotion 50 22 97 35 All other 252 157 374 304 - --------------------------------------------------------------------------------------------------------- TOTAL NONINTEREST EXPENSES 2,749 2,045 5,123 3,963 - --------------------------------------------------------------------------------------------------------- Earnings before income taxes 8,004 4,421 13,760 9,260 Provision for income taxes 3,481 1,916 5,989 4,020 ========================================================================================================= NET EARNINGS $ 4,523 $ 2,505 $ 7,771 $ 5,240 ========================================================================================================= BASIC EARNINGS PER SHARE $ 0.72 $ 0.42 $ 1.24 $ 0.87 DILUTED EARNINGS PER SHARE $ 0.67 $ 0.37 $ 1.15 $ 0.78 CASH DIVIDENDS PER SHARE $ - $ - $ - $ - - ---------------------------------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements. 4
INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) SIX-MONTHS ENDED JUNE 30, ------------------------------------------------ 2005 2004 ------------------------------------------------ ($ thousands) SHARES AMOUNT SHARES AMOUNT - ------------------------------------------------------------------------------------------------------------------- CLASS A COMMON STOCK Balance at beginning of period 5,886,433 $ 5,886 5,603,377 $ 5,603 Issuance of shares upon the exercise of warrants - - 42,510 43 Issuance of shares upon the conversion of debentures 8,068 8 17,188 17 - ------------------------------------------------------------------------------------------------------------------- Balance at end of period 5,894,501 5,894 5,663,075 5,663 - ------------------------------------------------------------------------------------------------------------------- CLASS B COMMON STOCK - ------------------------------------------------------------------------------------------------------------------- Balance at beginning and end of period 385,000 385 385,000 385 - ------------------------------------------------------------------------------------------------------------------- ADDITIONAL PAID-IN-CAPITAL, COMMON Balance at beginning of period 38,961 35,988 Compensation related to vesting of certain Class B stock warrants - 10 Issuance of shares upon the exercise of warrants - 383 Issuance of shares upon the conversion of debentures 102 181 - ------------------------------------------------------------------------------------------------------------------- Balance at end of period 39,063 36,562 - ------------------------------------------------------------------------------------------------------------------- RETAINED EARNINGS Balance at beginning of period 44,862 33,409 Net earnings for the period 7,771 5,240 - ------------------------------------------------------------------------------------------------------------------- Balance at end of period 52,633 38,649 - ------------------------------------------------------------------------------------------------------------------- =================================================================================================================== TOTAL STOCKHOLDERS' EQUITY AT END OF PERIOD 6,279,501 $ 97,975 6,048,075 $ 81,259 ===================================================================================================================
See accompanying notes to condensed consolidated financial statements. 5
INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) SIX-MONTHS ENDED JUNE 30, ---------------------- ($ in thousands) 2005 2004 - ----------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net earnings $ 7,771 $ 5,240 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 257 307 Provision for loan losses 1,485 2,361 Deferred income tax benefit (705) (1,123) Amortization of deferred debenture offering costs 586 617 Compensation expense related to common stock warrants - 10 Amortization of premiums (accretion) of discounts and deferred loan fees, net (3,227) (1,243) Net decrease in accrued interest payable on debentures (3,172) (2,382) Net (decrease) increase in official checks outstanding (2,368) 4,104 Net increase in loan fees receivable (1,193) (1,324) Net change in all other assets and liabilities 5,297 4,353 - ----------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 4,731 10,920 - ----------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Maturities and calls of securities held to maturity 42,195 44,665 Purchases of securities held to maturity (25,523) (89,128) Net increase in loans receivable (159,333) (208,814) Purchases of Federal Reserve Bank and Federal Home Loan Bank stock (891) (1,567) Purchases of premises and equipment, net (189) (1,639) Investment in unconsolidated subsidiaries - (464) - ----------------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (143,741) (256,947) - ----------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES Net increase in deposits 223,634 177,339 Net increase in mortgage escrow funds payable 3,293 4,814 Net increase in federal funds purchased - 3,384 Net decrease in FHLB advances (36,000) - Principal repayments of debentures and mortgage note payable (14,356) (11,006) Gross proceeds from issuance of debentures 14,000 25,464 Debenture issuance costs (963) (1,178) Proceeds from issuance of common stock - 2,961 - ----------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 189,608 201,778 - ----------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 50,598 (44,249) Cash and cash equivalents at beginning of period 24,599 64,128 ===================================================================================================== Cash and cash equivalents at end of period $ 75,197 $ 19,879 ===================================================================================================== SUPPLEMENTAL DISCLOSURES Cash paid during the period for: Interest $ 27,699 $ 18,689 Income taxes 6,095 6,227 Noncash activities: Conversion of debentures and accrued interest into Class A common stock 110 203 - -----------------------------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements. 6 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 1 - PRINCIPLES OF CONSOLIDATION, BASIS OF PRESENTATION AND USE OF ESTIMATES The condensed consolidated financial statements of Intervest Bancshares Corporation and Subsidiaries in this report have not been audited except for information derived from the 2004 audited consolidated financial statements and notes thereto. The condensed consolidated financial statements in this report should be read in conjunction with the 2004 audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2004. The financial statements include the accounts of Intervest Bancshares Corporation (a financial holding company referred to by itself as the "Holding Company") and its three subsidiaries, Intervest National Bank (referred to as the "Bank"), Intervest Mortgage Corporation and Intervest Securities Corporation. All the entities are referred to collectively as the "Company" on a consolidated basis. All significant intercompany balances and transactions have been eliminated in consolidation. Intervest Statutory Trust I, II, III and IV are wholly owned subsidiaries of the Holding Company that are unconsolidated entities as required by Financial Accounting Standards Board (FASB) Interpretation No. 46-R, "Consolidation of Variable Interest Entities." Certain reclassifications have been made to prior period amounts to conform to the current period's presentation. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent liabilities as of the date of the consolidated financial statements, and revenues and expenses during the reporting periods. Actual results could differ from those estimates. Estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses. In the opinion of management, all material adjustments necessary for a fair presentation of financial condition and results of operations for the interim periods presented in this report have been made. These adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of results that may be expected for the entire year or any other interim period. NOTE 2 - DESCRIPTION OF BUSINESS The offices of the Holding Company, Intervest Mortgage Corporation, Intervest Securities Corporation and the Bank's headquarters and full-service banking office are located on the entire fourth floor of One Rockefeller Plaza in New York City, New York, 10020-2002, and the main telephone number is 212-218-2800. The Holding Company's primary business is the operation of its subsidiaries. It does not engage in any other substantial business activities other than a limited amount of real estate mortgage lending. From time to time, the Holding Company also issues debt and equity securities to raise funds for working capital purposes. The Company's primary business segment is banking and real estate lending. The Bank is a nationally chartered, full-service commercial bank that has its headquarters and full-service banking office in Rockefeller Plaza in New York City, and a total of five full-service banking offices in Pinellas County, Florida - four in Clearwater and one in South Pasadena. The Bank conducts a personalized commercial and consumer banking business and attracts deposits from the areas served by its banking offices. The Bank also provides internet banking services through its web site: www.intervestnatbank.com, which can attract deposit customers from outside its primary market areas. The deposits, together with funds derived from other sources are used to originate primarily commercial and multifamily real estate loans and to purchase investment securities. The information on the aforementioned web site is not and should not be considered part of this report and is not incorporated by reference. Intervest Mortgage Corporation's business focuses on the origination of multifamily and commercial real estate mortgage loans, consisting of first mortgage and junior mortgage loans. It also provides loan origination services to the Bank. Intervest Mortgage Corporation funds its lending business through the issuance of subordinated debentures in public offerings. Intervest Mortgage Corporation has two wholly owned subsidiaries, Intervest Distribution Corporation, which is currently inactive, and Intervest Realty Servicing Corporation, which is engaged in certain mortgage servicing activities. 7 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 2 - DESCRIPTION OF BUSINESS - CONTINUED Intervest Securities Corporation is a broker/dealer and a member of the National Association of Securities Dealers (NASD) whose business activities to date have not been material. Its only revenues have been derived from participating as a selected dealer from time to time in offerings of debt securities of the Company, primarily those of Intervest Mortgage Corporation. Intervest Statutory Trust I, II, III and IV issued in December 2001, September 2003, March 2004 and September 2004, respectively, $15.0 million of trust preferred securities for a total of $60.0 million. Each trust was formed for the sole purpose of issuing and administering the trust preferred securities. The trusts do not conduct any trade or business. For a further discussion, see note 8. NOTE 3 - SECURITIES The carrying value (amortized cost) and estimated fair value of securities held to maturity are as follows:
Gross Gross Estimated Wtd-Avg ----- ----- --------- ------- Amortized Unrealized Unrealized Fair Wtd-Avg Remaining --------- ---------- ---------- ---- ------- --------- ($ in thousands) Cost Gains Losses Value Yield Maturity - --------------------------------------------------------------------------------------------- At June 30, 2005 $ 231,630 $ 87 $ 2,044 $ 229,673 2.66% 1.2 Years At December 31, 2004 $ 248,888 $ 12 $ 1,689 $ 247,211 2.33% 1.4 Years - --------------------------------------------------------------------------------------------
All the securities at June 30, 2005 and December 31, 2004 were debt obligations of U.S. government corporations or sponsored agencies (FHLB, FNMA, FHLMC, SLMA or FFCB). The securities have fixed rates or have predetermined scheduled rate increases, and some have call features that allow the issuer to call the security at par before its stated maturity without penalty. At June 30, 2005, the portfolio consisted of 155 securities of which 152 had an unrealized loss. Substantially all of the unrealized losses were for a continuous period of more than 12 months. Management believes that the cause of these unrealized losses is directly related to changes in market interest rates. In general, as interest rates rise, the fair value of fixed rate securities will decrease; as interest rates fall, their fair value will increase. The Company views the unrealized losses noted above to be temporary based on the impact of interest rates, the very short maturities of the investments and their high credit quality. In addition, the Company has the ability and intent to hold its investments for a period of time sufficient for the fair value of the securities to recover. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. The amortized cost and estimated fair value of securities held to maturity by remaining term to contractual maturity is as follows:
($ in thousands) Amortized Cost Estimated Fair Value Average Yield ---------------------------------------------------------------------------------------------- At June 30, 2005: Due in one year or less $ 110,793 $ 110,060 2.35% Due after one year through five years 120,837 119,613 2.94% ---------------------------------------------------------------------------------------------- $ 231,630 $ 229,673 2.66% ----------------------------------------------------------------------------------------------
($ in thousands) Amortized Cost Estimated Fair Value Average Yield ---------------------------------------------------------------------------------------------- At December 31, 2004: Due in one year or less $ 84,586 $ 84,235 1.81% Due after one year through five years 164,302 162,976 2.59% ---------------------------------------------------------------------------------------------- $ 248,888 $ 247,211 2.33% ----------------------------------------------------------------------------------------------
The Company did not have any securities classified as available for sale or any sales of securities during the reporting periods. 8 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 4 - LOANS RECEIVABLE Loans receivable are summarized as follows:
At June 30, 2005 At December 31, 2004 ----------------------- ----------------------- ($ in thousands) # of Loans Amount # of Loans Amount ---------------------------------------------------------------------------------------- Commercial real estate loans 257 $ 645,134 244 $ 601,512 Residential multifamily loans 243 450,467 249 403,613 Land development and other land loans 29 88,051 11 19,198 Residential 1-4 family loans 4 980 4 984 Commercial business loans 21 1,051 23 1,215 Consumer loans 15 393 12 221 ---------------------------------------------------------------------------------------- Loans receivable 569 1,186,076 543 1,026,743 ---------------------------------------------------------------------------------------- Deferred loan fees (11,969) (11,347) Loans receivable, net of deferred fees 1,174,107 1,015,396 Allowance for loan losses (12,591) (11,106) ---------------------------------------------------------------------------------------- Loans receivable, net $1,161,516 $1,004,290 ----------------------------------------------------------------------------------------
At June 30, 2005, $0.7 million of loans were on nonaccrual status, compared to $4.6 million at December 31, 2004. Such loans were considered impaired under the criteria of Statement of Financial Accounting Standards (SFAS) No. 114, but no valuation allowance was maintained at any time since the Company believes that the estimated fair value of the underlying properties exceeded the Company's recorded investment. In April 2005, the property collateralizing a nonaccrual loan with a principal balance of $3.9 million was sold at foreclosure to a third party. The loan was repaid in full and the Bank recovered all amounts due thereunder. At June 30, 2005 and December 31, 2004, there were no other impaired loans. At June 30, 2005, there were $2.7 million of loans ninety days past due and still accruing interest since they were deemed by management to be well secured and in the process of collection. There were no such loans at December 31, 2004. Interest income that was not recorded on nonaccrual loans under their contractual terms amounted to $36,000 for the six-months ended June 30, 2005, compared to none for the six-months ended June 30, 2004. There was no unrecorded interest for the quarterly periods in this report. The average balance of nonaccrual loans for the quarter and six-months ended June 30, 2005 and 2004 was $0.8 million and $2.7 million for the 2005 periods, and $0.3 million and $2.8 million for the 2004 periods, respectively. NOTE 5 - ALLOWANCE FOR LOAN LOSSES Activity in the allowance for loan losses is summarized as follows:
Quarter Ended June 30, Six-Months Ended June 30, -------------------------- -------------------------- ($ in thousands) 2005 2004 2005 2004 --------------------------------------------------------------------------------------- Balance at beginning of period $ 12,139 $ 7,657 $ 11,106 $ 6,580 Provision charged to operations 452 1,284 1,485 2,361 --------------------------------------------------------------------------------------- Balance at end of period $ 12,591 $ 8,941 $ 12,591 $ 8,941 ---------------------------------------------------------------------------------------
NOTE 6 - DEPOSITS Scheduled maturities of certificates of deposit accounts are as follows:
At June 30, 2005 At December 31, 2004 ------------------------ ------------------------ Wtd-Avg Wtd-Avg ($ in thousands) Amount Stated Rate Amount Stated Rate ---------------------------------------------------------------------------- Within one year $ 313,025 3.20% $ 269,553 2.84% Over one to two years 178,982 4.09 119,780 3.43 Over two to three years 150,059 4.18 134,409 4.48 Over three to four years 126,927 4.17 75,317 4.06 Over four years 216,352 4.64 145,712 4.48 ---------------------------------------------------------------------------- $ 985,345 3.95% $ 744,771 3.68% ----------------------------------------------------------------------------
Certificate of deposit accounts of $100,000 or more totaled $312.8 million and $215.9 million at June 30, 2005 and December 31, 2004, respectively. At June 30, 2005, certificate of deposit accounts of $100,000 or more by remaining maturity were as follows: due within one year $93.7 million; over one to two years $60.8 million; over two to three years $45.5 million; over three to four years $37.9 million; and over four years $74.9 million. 9 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 7 - SUBORDINATED DEBENTURES AND MORTGAGE NOTE PAYABLE Subordinated debentures by series and mortgage note payable are summarized as follows:
At June 30, At December 31, ($in thousands) 2005 2004 ------------------------------------------------------------------------------------------------------ INTERVEST MORTGAGE CORPORATION: Series 05/10/96 - interest at 2% above prime (1) - due April 1, 2005 $ - $ 10,000 Series 10/15/96 - interest at 2% above prime (1) - due October 1, 2005 5,500 5,500 Series 04/30/97 - interest at 1% above prime (1) - due October 1, 2005 8,000 8,000 Series 11/10/98 - interest at 9% fixed - due January 1, 2005 - 2,600 Series 06/28/99 - interest at 9% fixed - due July 1, 2006 2,000 2,000 Series 09/18/00 - interest at 8 1/2% fixed - due January 1, 2006 1,250 1,250 Series 09/18/00 - interest at 9% fixed - due January 1, 2008 1,250 1,250 Series 08/01/01 - interest at 7 1/2% fixed - due April 1, 2005 - 1,750 Series 08/01/01 - interest at 8% fixed - due April 1, 2007 2,750 2,750 Series 08/01/01 - interest at 8 1/2% fixed - due April 1, 2009 2,750 2,750 Series 01/17/02 - interest at 7 1/4% fixed - due October 1, 2005 1,250 1,250 Series 01/17/02 - interest at 7 1/2% fixed - due October 1, 2007 2,250 2,250 Series 01/17/02 - interest at 7 3/4% fixed - due October 1, 2009 2,250 2,250 Series 08/05/02 - interest at 7 1/4% fixed - due January 1, 2006 1,750 1,750 Series 08/05/02 - interest at 7 1/2% fixed - due January 1, 2008 3,000 3,000 Series 08/05/02 - interest at 7 3/4% fixed - due January 1, 2010 3,000 3,000 Series 01/21/03 - interest at 6 3/4% fixed - due July 1, 2006 1,500 1,500 Series 01/21/03 - interest at 7 % fixed - due July 1, 2008 3,000 3,000 Series 01/21/03 - interest at 7 1/4% fixed - due July 1, 2010 3,000 3,000 Series 07/25/03 - interest at 6 1/2% fixed - due October 1, 2006 2,500 2,500 Series 07/25/03 - interest at 6 3/4% fixed - due October 1, 2008 3,000 3,000 Series 07/25/03 - interest at 7 % fixed - due October 1, 2010 3,000 3,000 Series 11/28/03 - interest at 6 1/4% fixed - due April 1, 2007 2,000 2,000 Series 11/28/03 - interest at 6 1/2% fixed - due April 1, 2009 3,500 3,500 Series 11/28/03 - interest at 6 3/4% fixed - due April 1, 2011 4,500 4,500 Series 06/07/04 - interest at 6 1/4% fixed - due January 1, 2008 2,500 2,500 Series 06/07/04 - interest at 6 1/2% fixed - due January 1, 2010 4,000 4,000 Series 06/07/04 - interest at 6 3/4% fixed - due January 1, 2012 5,000 5,000 Series 03/21/05 - interest at 6 1/4% fixed - due April 1, 2009 3,000 - Series 03/21/05 - interest at 6 1/2% fixed - due April 1, 2011 4,500 - Series 03/21/05 - interest at 7% fixed - due April 1, 2013 6.500 - ---------------------------- 88,500 88,850 INTERVEST BANCSHARES CORPORATION: Series 05/14/98 - interest at 8% fixed - due July 1, 2008 3,010 3,080 Series 12/15/00 - interest at 8 1/2 % fixed - due April 1, 2006 1,250 1,250 Series 12/15/00 - interest at 9% fixed - due April 1, 2008 1,250 1,250 ---------------------------- 5,510 5,580 INTERVEST NATIONAL BANK: Mortgage note payable (2) - interest at 7% fixed - due February 1, 2017 236 242 ------------------------------------------------------------------------------------------------------ $ 94,246 $ 94,672 ------------------------------------------------------------------------------------------------------
(1) Prime represents prime rate of JPMorganChase Bank, which was 6.25% at June 30, 2005 and 5.25% at December 31, 2004. The floating-rate debentures have a maximum interest rate of 12%. (2) The note cannot be prepaid except during the last year of its term. On January 1, 2005, Intervest Mortgage Corporation's Series 11/10/98 debentures matured and were repaid for a total of $4.5 million ($2.6 million of principal and $1.9 million of accrued interest). On April 1, 2005, Intervest Mortgage Corporation's Series 5/10/96 and 8/01/01 debentures matured and were repaid for a total of $14.1 million ($11.8 million of principal and $2.3 million of accrued interest). In April 2005, Intervest Mortgage Corporation issued $14.0 million of its Series 3/21/05 debentures for net proceeds, after offering costs, of $13.0 million. On August 1, 2005, Intervest Mortgage Corporation repaid early its Series 10/15/96 and Series 1/17/02 debentures scheduled to mature on October 1, 2005 for a total of $6.8 million in principal and accrued interest. 10 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 7 - SUBORDINATED DEBENTURES AND MORTGAGE NOTE PAYABLE, CONTINUED Interest is paid quarterly on Intervest Mortgage Corporation's debentures except for the following: all of Series 6/28/99 and 9/18/00; $0.6 million of Series 8/01/01; $0.3 million of Series 1/17/02; $1.5 million of Series 8/05/02; $1.8 million of Series 11/28/03; $1.9 million of Series 6/7/04; and $1.9 million of Series 3/21/05, all of which accrue and compound interest quarterly, with such interest due and payable at maturity. The holders of Intervest Mortgage Corporation's Series 6/28/99, 9/18/00 and 1/17/02 through 3/21/05 debentures can require Intervest Mortgage Corporation, on a first come basis during a specified time, to repurchase the debentures for face amount plus accrued interest once each year (beginning October 1, 2005 for Series 1/17/02, January 1, 2006 for Series 8/05/02, July 1, 2006 for Series 1/21/03, October 1, 2006 for Series 7/25/03, January 1, 2007 for Series 11/28/03, January 1, 2008 for Series 6/7/04 and April 1, 2009 for Series 3/21/05). However, in no calendar year can the required purchases be more than $100,000 in principal amount of each maturity, in each series of debentures, on a non-cumulative basis. Intervest Mortgage Corporation's debentures may be redeemed at its option at any time, in whole or in part, for face value, except for Series 3/21/05, which would be at a premium of 1% if they were redeemed prior to October 1, 2006. All the debentures are unsecured and subordinate to all present and future senior indebtedness, as defined in the indenture related to each debenture. The Holding Company's Series 5/14/98 subordinated debentures are convertible along with accrued interest at the option of the holders at any time prior to April 1, 2008 into shares of its Class A common stock at the following conversion prices per share: $14.00 in 2005; $16.00 in 2006; $18.00 in 2007 and $20.00 from January 1, 2008 through April 1, 2008. The Holding Company has the right to establish conversion prices that are less than those set forth above for such periods as it may determine. For the six-months ended June 30, 2005, $112,000 of debentures ($70,000 of principal and $42,000 of accrued interest) were converted into shares of Class A common stock at $14.00 per share. At June 30, 2005, interest accrued and compounded quarterly on $2.4 million of the Holding Company's convertible debentures at the rate of 8% per annum, while $0.6 million of the convertible debentures pay interest quarterly at the rate of 8% per annum. All accrued interest of $1.8 million is due and payable at maturity whether by acceleration, redemption or otherwise. Any convertible debenture holder may, on or before July 1 of each year, elect to be paid all accrued interest and to thereafter receive regular payments of interest quarterly. The Holding Company may redeem any of its debentures, in whole or in part, at any time for face value. Scheduled contractual maturities as of June 30, 2005 were as follows:
($in thousands) Principal Accrued Interest --------------------------------------------------------------------------------- For the six-months ended December 31, 2005 $ 14,757 $ 1,353 For the year ended December 31, 2006 10,264 2,073 For the year ended December 31, 2007 7,015 159 For the year ended December 31, 2008 17,026 2,608 For the year ended December 31, 2009 11,517 225 Thereafter 33,667 336 --------------------------------------------------------------------------------- $ 94,246 $ 6,754 ---------------------------------------------------------------------------------
NOTE 8 - SUBORDINATED DEBENTURES - CAPITAL SECURITIES Capital Securities (commonly referred to as trust preferred securities) are summarized as follows:
At June 30, 2005 At December 31, 2004 ------------------------ ------------------------ Accrued Accrued ($ in thousands) Principal Interest Principal Interest - -------------------------------------------------------------------------------------------------------------- Capital Securities I - debentures due December 18, 2031 $ 15,464 $ 59 $ 15,464 $ 59 Capital Securities II - debentures due September 17, 2033 15,464 41 15,464 41 Capital Securities III - debentures due March 17, 2034 15,464 36 15,464 36 Capital Securities IV - debentures due September 20, 2034 15,464 29 15,464 29 - -------------------------------------------------------------------------------------------------------------- $ 61,856 $ 165 $ 61,856 $ 165 - --------------------------------------------------------------------------------------------------------------
11 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 8 - SUBORDINATED DEBENTURES - CAPITAL SECURITIES, CONTINUED The Capital Securities are obligations of the Holding Company's wholly owned statutory business trusts, Intervest Statutory Trust I, II, III and IV. Each Trust was formed with a capital contribution of $464,000 from the Holding Company and for the sole purpose of issuing and administering the Capital Securities. The proceeds from the issuance of the Capital Securities together with the capital contribution for each Trust were used to acquire the Holding Company's Junior Subordinated Debentures that are due concurrently with the Capital Securities. The Capital Securities, net of the Company's capital contributions totaling $1.8 million, qualify as regulatory capital. The sole assets of the Trusts, the obligors on the Capital Securities, are the Junior Subordinated Debentures. In addition, for each Trust, the Holding Company has guaranteed the payment of distributions on, payments on any redemptions of, and any liquidation distribution with respect to the Capital Securities. Issuance costs of $0.5 million, $0.4 million, $0.4 million and $0.2 million associated with Capital Securities I, II, III and IV, respectively, have been capitalized by the Holding Company and are being amortized over the life of the securities using the straight-line method. Interest payments on the Junior Subordinated Debentures (and the corresponding distributions on the Capital Securities) are payable in arrears as follows: Capital Securities I - semi-annually at the fixed rate of 9.875% per annum; Capital Securities II - quarterly at the fixed rate of 6.75% per annum until September 17, 2008 and thereafter at the rate of 2.95% over 3 month libor; Capital Securities III - quarterly at the fixed rate of 5.88% per annum until March 17, 2009 and thereafter at the rate of 2.79% over 3 month libor; and Capital Securities IV - quarterly at the fixed rate of 6.20% per annum until September 20, 2009 and thereafter at the rate of 2.40% over 3 month libor. Interest payments may be deferred at any time and from time to time during the term of the Junior Subordinated Debentures at the election of the Holding Company for up to 20 consecutive quarterly periods, or 5 years. There is no limitation on the number of extension periods the Holding Company may elect; provided, however, no deferral period may extend beyond the maturity date of the Junior Subordinated Debentures. During an interest deferral period, interest will continue to accrue on the Junior Subordinated Debentures and interest on such accrued interest will accrue at an annual rate equal to the interest rate in effect for such deferral period, compounded quarterly from the date such interest would have been payable were it not deferred. At the end of the deferral period, the Holding Company will be obligated to pay all interest then accrued and unpaid. All of the Capital Securities are subject to mandatory redemption as follows: (i) in whole, but not in part, upon repayment of the Junior Subordinated Debentures at stated maturity or earlier, at the option of the Holding Company, within 90 days following the occurrence and continuation of certain changes in the tax or capital treatment of the Capital Securities, or a change in law such that the Trust would be considered an investment company, contemporaneously with the redemption by the Holding Company of the Junior Subordinated Debentures; and (ii) in whole or in part at any time on or after December 18, 2006 for Capital Securities I, September 17, 2008 for Capital Securities II, March 17, 2009 for Capital Securities III, and September 20, 2009 for Capital Securities IV contemporaneously with the optional redemption by the Holding Company of the Junior Subordinated Debentures in whole or in part. Any redemption would be subject to the receipt of regulatory approvals. NOTE 9 - SHORT-TERM BORROWINGS AND LINES OF CREDIT From time to time, the Bank may borrow funds on an overnight or short-term basis to manage its liquidity needs. At June 30, 2005, the Bank had agreements with correspondent banks whereby it could borrow up to $16 million of federal funds on an unsecured basis. In addition, as a member of the Federal Home Loan Bank of New York (FHLB) and the Federal Reserve Bank of New York (FRB), the Bank can also borrow from these institutions on a secured basis. At June 30, 2005, the Bank had available collateral consisting of investment securities to support total borrowings of $239 million from the FHLB and FRB. At June 30, 2005, there were no outstanding borrowings from any of the aforementioned sources. 12 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 9 - SHORT-TERM BORROWINGS AND LINES OF CREDIT, CONTINUED The following is a summary of certain information regarding short-term borrowings in the aggregate:
Quarter Ended June 30, Six-Months Ended June 30, -------------------------- -------------------------- ($ in thousands) 2005 2004 2005 2004 - ---------------------------------------------------------------------------------------------------------- Balance at period end $ - $ 3,384 $ - $ 3,384 Maximum amount outstanding at any month end $ 6,000 $ 3,384 $ 17,000 $ 3,384 Average outstanding balance for the period $ 3,824 $ 386 $ 8,840 $ 193 Weighted-average interest rate paid for the period 3.04% 1.56% 2.71% 1.56% Weighted-average interest rate at period end -% 2.03% -% 2.03% - ----------------------------------------------------------------------------------------------------------
NOTE 10 - COMMON STOCK WARRANTS The Holding Company had 696,465 common stock warrants outstanding that entitle its holder, the Chairman of the Board of the Company, to purchase one share of Class A or Class B common stock as the case may be for each warrant. All warrants are currently exercisable. Data concerning common stock warrants is as follows:
Exercise Price Per Warrant -------------------------- Wtd-Avg Class A Common Stock Warrants: $ 6.67 Exercise Price - ---------------------------------------------------------------------------------------------------- Outstanding at December 31, 2004 and June 30, 2005 501,465 $ 6.67 Remaining contractual life in years at June 30, 2005 1.6 - ----------------------------------------------------------------------------------------------------
Exercise Price Per Warrant ----------------------------- Total Wtd-Avg Class B Common Stock Warrants: $ 6.67 $ 10.00 Warrants Exercise Price - -------------------------------------------------------------------------------------------------------------- Outstanding at December 31, 2004 and June 30, 2005 145,000 50,000 195,000 $ 7.52 Remaining contractual life in years at June 30, 2005 2.6 2.6 2.6 - --------------------------------------------------------------------------------------------------------------
The Company elects to use the intrinsic value-based method prescribed under APB Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for its stock warrants. Under this method, compensation expense related to stock warrants granted to employees is the excess, if any, of the market price of the stock as of the grant or modification date over the exercise price of the warrant. Compensation expense recorded in connection with common stock warrants amounted to $3,000 and $10,000 for the quarter and six-months ended June 30, 2004, respectively. There was no such compensation for the same periods of 2005. NOTE 11 - EARNINGS PER SHARE (EPS) Basic EPS is calculated by dividing net earnings by the weighted-average number of shares of common stock outstanding. Diluted EPS is calculated by dividing adjusted net earnings by the weighted-average number of shares of common stock and dilutive potential common stock shares that may be outstanding in the future. Potential common stock shares consist of shares that may arise from outstanding dilutive common stock warrants (the number of which is computed using the "treasury stock method") and from outstanding convertible debentures (the number of which is computed using the "if converted method"). Diluted EPS considers the potential dilution that could occur if the Company's outstanding common stock warrants and convertible debentures were converted into common stock that then shared in the Company's earnings (as adjusted for interest expense, net of taxes, that would no longer occur if the debentures were converted). 13 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED - -------------------------------------------------------------------------------- NOTE 11 - EARNINGS PER SHARE (EPS), CONTINUED Net earnings applicable to common stock and the weighted-average number of shares used for basic and diluted earnings per share computations are summarized in the table that follows:
Quarter Ended Six-Months Ended June 30, June 30, ---------------------------------------------- ($ in thousands, except share and per share amounts) 2005 2004 2005 2004 - ----------------------------------------------------------------------------------------------------------------------- Basic Earnings Per Share: Net earnings applicable to common stockholders $ 4,523 $ 2,505 $ 7,771 $ 5,240 Average number of common shares outstanding 6,275,954 6,048,075 6,274,904 6,045,461 - ----------------------------------------------------------------------------------------------------------------------- Basic Earnings Per Share $ 0.72 $ 0.42 $ 1.24 $ 0.87 - ----------------------------------------------------------------------------------------------------------------------- Diluted Earnings Per Share: Net earnings applicable to common stockholders $ 4,523 $ 2,505 $ 7,771 $ 5,240 Adjustment to net earnings from assumed conversion of debentures (1) 55 82 110 164 ---------------------------------------------- Adjusted net earnings for diluted earnings per share computation $ 4,578 $ 2,587 $ 7,881 $ 5,404 ---------------------------------------------- Average number of common shares outstanding: Common shares outstanding 6,275,954 6,048,075 6,274,904 6,045,461 Potential dilutive shares resulting from exercise of warrants (2) 249,763 254,567 252,509 253,956 Potential dilutive shares resulting from conversion of debentures (3) 344,575 609,425 343,390 612,642 ---------------------------------------------- Total average number of common shares outstanding used for dilution 6,870,292 6,912,067 6,870,803 6,912,059 - ----------------------------------------------------------------------------------------------------------------------- Diluted Earnings Per Share $ 0.67 $ 0.37 $ 1.15 $ 0.78 - -----------------------------------------------------------------------------------------------------------------------
(1) Represents interest expense on dilutive convertible debentures, net of taxes, that would not occur if they were assumed converted. (2) All outstanding warrants were considered for the EPS computations. (3) Convertible debentures (principal and accrued interest) outstanding at June 30, 2005 and 2004 totaling $4.8 million and $7.6 million, respectively, were convertible into common stock at a price of $14.00 per share in 2005 and $12.00 per share in 2004 and resulted in additional common shares (based on average balances outstanding) . NOTE 12 - OFF-BALANCE SHEET FINANCIAL INSTRUMENTS The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These instruments are in the form of commitments to extend credit, unused lines of credit and standby letters of credit, and may involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated financial statements. The Company's maximum exposure to credit risk is represented by the contractual amount of those instruments. Commitments to extend credit are agreements to lend funds to a customer as long as there is no violation of any condition established in the contract. Such commitments generally have fixed expiration dates or other termination clauses and normally require payment of fees. Since some of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained upon extension of credit is based on management's credit evaluation of the counterparty. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The contractual amounts of off-balance sheet financial instruments is summarized as follows:
At June 30, At December 31, ---------------- ---------------- ($ in thousands) 2005 2004 -------------------------------------------------------------- Unfunded loan commitments $ 195,688 $ 159,697 Available lines of credit 742 789 Standby letters of credit 138 750 -------------------------------------------------------------- $ 196,568 $ 161,236 --------------------------------------------------------------
Management is not aware of any trends, known demand, commitments or uncertainties which are expected to have a material impact on future operating results, liquidity or capital resources. 14 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 13 - REGULATORY CAPITAL The Bank and the Holding Company are required to maintain regulatory defined minimum Tier 1 leverage and Tier 1 and total risk-based capital ratios. Management believes that the Bank and the Holding Company are in compliance with their capital adequacy requirements. Management is not aware of any conditions or events outstanding which would change the Bank's designation as a well-capitalized institution. At June 30, 2005, the actual capital of the Bank on a percentage basis was as follows:
Actual Minimum To Be Considered Ratios Requirement Well Capitalized ------- ------------ ----------------- Total capital to risk-weighted assets 11.19% 8.00% 10.00% Tier 1 capital to risk-weighted assets 10.13% 4.00% 6.00% Tier 1 capital to total average assets - leverage ratio 8.86% 4.00% 5.00%
At June 30, 2005, the actual capital of the Company (consolidated) on a percentage basis was as follows:
Actual Minimum To Be Considered Ratios Requirement Well Capitalized ------- ------------ ---------------- Total capital to risk-weighted assets 13.03% 8.00% NA Tier 1 capital to risk-weighted assets 9.87% 4.00% NA Tier 1 capital to total average assets - leverage ratio 8.71% 4.00% NA
The Federal Reserve on March 1, 2005 issued a final rule that allows trust preferred securities to continue to be included in the Tier 1 capital of bank holding companies, but with stricter quantitative limits and clearer qualitative standards. The new rule provides a transition period for bank holding companies to meet the new, stricter limitations within regulatory capital by allowing the limits on restricted core capital elements to become fully effective as of March 31, 2009. For a further discussion of these regulatory implications, see the section entitled "Recent Accounting and Regulatory Developments" in note 1 to consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2004. Intervest Securities Corporation is subject to the SEC's Uniform Net Capital Rule [15c3-1 (a) (2) (vi)], which requires the maintenance of minimum net capital of $5,000. At June 30, 2005, Intervest Securities Corporation's net capital was $492,000. NOTE 14 - RECENT ACCOUNTING PRONOUNCEMENTS In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment," SFAS No. 123-R. SFAS No. 123-R requires companies to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation issued to employees and directors, but expresses no preference for a type of valuation model. SFAS No. 123-R eliminates the intrinsic value-based method that the Company currently uses. In March 2005, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 107 (SAB No.107) to provide guidance on SFAS No. 123-R. SAB No. 107 provides the staff's view regarding the valuation of share-based payment arrangements for public companies. In particular, this SAB provides guidance related to share-based payment transactions with non-employees, the transition from non public to public entity status, valuation methods (including assumptions such as expected volatility and expected term), the accounting for certain redeemable financial instruments issued under share-based payment arrangements, the classification of compensation expense, non-GAAP financial measures, first time adoption of SFAS No. 123 R, the modification of employee share options prior to the adoption of SFAS No. 123 R and disclosure in Management's Discussion and Analysis subsequent to adoption of SFAS No. 123 R. SAB No. 107 is effective March 29, 2005. In April 2005 the U.S. Securities and Exchange Commission announced a deferral of the effective date of SFAS No. 123-R for calendar year companies until the beginning of 2006. The Company's financial statements will be prepared in accordance with this new standard if and when the Company issues any new stock warrants and/or options to employees or directors in the future. The amount of any impact cannot be determined at this juncture. 15 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- NOTE 14 - RECENT ACCOUNTING PRONOUNCEMENTS, CONTINUED On May 30, 2005, the FASB issued SFAS No. 154 "Accounting Changes and Error Corrections." This statement requires entities that voluntarily make a change in accounting principle to apply that change retrospectively to prior periods' financial statements, unless this would be impracticable. SFAS No. 154 supersedes APB Opinion No. 20, Accounting Changes, which previously required that most voluntary changes in accounting principle be recognized by including in the current period's net income the cumulative effect of changing to the new accounting principle. SFAS No. 154 also makes a distinction between "retrospective application" of an accounting principle and the "restatement" of financial statements to reflect the correction of an error. Another significant change in practice under SFAS No. 154 will be that if an entity changes its method of depreciation, amortization, or depletion for long-lived, non-financial assets, the change must be accounted for as a change in accounting estimate. Under APB Opinion No. 20, such a change would have been reported as a change in accounting principle. SFAS No. 154 applies to accounting changes and error corrections that are made in fiscal years beginning after December 15, 2005. Earlier application is permitted for accounting changes and corrections of errors made occurring in fiscal years beginning after June 1, 2005. The Statement does not change the transition provisions of any existing accounting pronouncements, including those that are in a transition phase as of the effective date of this Statement. 16 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES REVIEW BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Hacker, Johnson & Smith, P.A., P.C., the Company's independent registered public accounting firm, has made a limited review of the financial data as of June 30, 2005 and for the three- and six-month periods ended June 30, 2005 and 2004 presented in this document, in accordance with the standards established by the Public Company Accounting Oversight Board. As part of Hacker, Johnson & Smith, P.A., P.C.'s review, Eisner, LLP was relied upon for their limited review of Intervest Mortgage Corporation, a wholly owned subsidiary of the Company. The reports of Hacker, Johnson & Smith, P.A., P.C. and Eisner, LLP furnished pursuant to Article 10 of Regulation S-X are included herein. 17 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Intervest Bancshares Corporation New York, New York: We have reviewed the accompanying condensed consolidated balance sheet of Intervest Bancshares Corporation and Subsidiaries (the "Company") as of June 30, 2005 and the related condensed consolidated statements of earnings for the three- and six-month periods ended June 30, 2005 and 2004, and the related condensed consolidated statements of changes in stockholders' equity and cash flows for the six-month periods ended June 30, 2005 and 2004. These interim financial statements are the responsibility of the Company's management. We were furnished the reports of the other independent registered public accounting firm on their reviews of the interim financial information of Intervest Mortgage Corporation, whose total assets as of June 30, 2005 constituted 7.5% of the related consolidated total, and whose net interest income, noninterest income and net earnings for the three- and six-month periods then ended, constituted 7.1%, 12.2%, and 15.8%; and 6.6%, 12.3% and 17.2%, respectively, and whose net interest income, noninterest income and net earnings for the three- and six-month periods ended June 30, 2004, constituted 7.2%, 11.8%, and 20.0%; and 6.1%, 16.5% and 19.4%, respectively, of the related consolidated totals. We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews and the reports of the other independent registered public accounting firm, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles. We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the consolidated balance sheet of the Company as of December 31, 2004, and the related consolidated statements of earnings, comprehensive income, changes in stockholders' equity and cash flows for the year then ended (not presented herein); and in our report dated March 11, 2005, we, based on our audit and the report of the other independent registered public accounting firm, expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2004 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ Hacker, Johnson & Smith, P.A., P.C. - --------------------------------------- HACKER, JOHNSON & SMITH, P.A.,P.C. Tampa, Florida July 25, 2005 18 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholder Intervest Mortgage Corporation New York, New York: We have reviewed the condensed consolidated balance sheet of Intervest Mortgage Corporation and Subsidiaries (the "Company") as of June 30, 2005 and the related condensed consolidated statements of operations for each of the three-month and six-month periods ended June 30, 2005 and 2004, and the related condensed consolidated statements of changes in stockholders' equity and cash flows for the six-months ended June 30, 2005 and 2004 (all of which are not presented separately herein). These interim financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles. We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2004 and the related consolidated statements of operations, changes in stockholder's equity and cash flows for the year then ended (not presented herein), and in our report dated February 10, 2005, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the condensed consolidated balance sheet as of December 31, 2004 (not presented separately herein) is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. /s/ Eisner, LLP - --------------- EISNER,LLP New York, New York July 22, 2005 19 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW -------- Intervest Bancshares Corporation has three wholly owned consolidated subsidiaries - Intervest National Bank, Intervest Mortgage Corporation and Intervest Securities Corporation (hereafter referred to collectively as the "Company" on a consolidated basis). Intervest Bancshares Corporation and Intervest National Bank may be referred to individually as the "Holding Company" and the "Bank," respectively. Intervest Bancshares Corporation also has four wholly owned unconsolidated subsidiaries, Intervest Statutory Trust I, II, III and IV, which were formed in connection with the issuance of trust preferred securities. For a discussion of the Company's business, see note 2 to the condensed consolidated financial statements in this report. The Company's principal revenues are derived from interest, dividends and fees earned on its interest-earning assets, which are comprised of mortgage loans, securities and other short-term investments. The Company's principal expenses consist of interest paid on its interest-bearing liabilities, which are comprised of deposits, debentures and other short-term borrowings, and its operating and general expenses. The Company's profitability depends primarily on its net interest income, which is the difference between interest income generated from its interest--earning assets and the interest expense incurred on its interest-bearing liabilities. Net interest income is dependent upon the interest-rate spread, which is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income. The interest rate spread is impacted by interest rates, deposit flows and loan demand. The Company's profitability is also affected by the level of its noninterest income and expenses, provision for loan losses and income tax expense. Noninterest income consists mostly of loan and other banking fees as well as income from loan prepayments. When a mortgage loan is repaid prior to maturity, the Company may recognize prepayment income, which consists largely of the recognition of unearned fees associated with such loans at the time of payoff and the receipt of additional prepayment fees and interest in certain cases. The amount of income from loan prepayments can fluctuate significantly and cannot be predicted. Normally, 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. Many of the Company's mortgage loans include provisions relating to prepayment and others prohibit prepayment of indebtedness entirely. Noninterest expense consists of compensation and benefits expense, occupancy and equipment expenses, data processing expenses, advertising expense, professional fees, insurance expense and other operating expenses. The Company's profitability is also significantly affected by general economic and competitive conditions, changes in market interest rates, government policies and actions of regulatory authorities. The Company's loan portfolio has historically been and continues to be concentrated in mortgage loans secured by commercial and multifamily real estate properties, which represented nearly all of the Company's loan portfolio. The properties underlying the Company's mortgage loans are also concentrated in New York State (70%) and the State of Florida (19%). A significant portion of the New York properties are located in New York City and are subject to rent control and rent stabilization laws, which limit the ability of the property owners to increase rents. All loans are subject to the risk of default, otherwise known as credit risk, which represents the possibility of the Company not recovering amounts due from its borrowers. A borrower's ability to make payments due under a mortgage loan is dependent upon the risks associated with real estate investments in general, including the following: general or local economic conditions in the areas the properties are located, neighborhood values, interest rates, real estate tax rates, operating expenses of the mortgaged properties, supply of and demand for rental units, supply of and demand for properties, ability to obtain and maintain adequate occupancy of the properties, zoning laws, governmental rules, regulations and fiscal policies. Additionally, terrorist acts, such as those that occurred on September 11, 2001, armed conflicts, such as the war on terrorism, and natural disasters, such as hurricanes, may have an adverse impact on economic conditions. Economic conditions affect the market value of the mortgaged properties underlying the Company's loans as well as the levels of occupancy of income-producing properties. 20 CRITICAL ACCOUNTING POLICIES ---------------------------- The preparation of the Company's consolidated financial statements and the information included in Management's Discussion and Analysis herein is governed by policies that are based on accounting principles generally accepted in the United States (GAAP) and general practices within the banking industry. The financial information contained in the Company's financial statements is, to a significant extent, based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of the Company's transactions would be the same, the timing of events that would impact its transactions could change. Among the more significant policies of the Company are those that govern accounting for loans and the allowance for loan losses. For a summary of all of the Company's significant accounting policies, see note 1 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2004. An accounting policy is deemed to be "critical" if it is important to a company's results of operations and financial condition, and requires significant judgment and estimates on the part of management in its application. The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and related disclosures. Actual results could differ from these estimates and assumptions. The Company believes that the estimates and assumptions used in connection with the amounts reported in its financial statements and related disclosures are reasonable and made in good faith. The Company believes that currently its only significant critical accounting policy relates to the determination of the allowance for loan losses. The allowance for loan losses reflects management's judgment as to the estimated losses that may result from defaults in the loan portfolio. The allowance for loan losses is established through a provision charged to operations. Loans are charged against the allowance when management believes that the collectability of the principal is unlikely. Subsequent recoveries are added to the allowance. The adequacy of the allowance for loan losses is evaluated monthly or more frequently when necessary with consideration given to the following factors: (i) the nature and size of the Company's loan portfolio which has experienced rapid growth and an increase in individual loan balances; (ii) the concentration of the Company's loans on commercial and multifamily real estate properties, including loans on vacant land, all of which are generally considered to have more credit risk because these loans tend to involve larger loan balances to single borrowers, the repayment of loans secured by income-producing properties is typically dependent upon the successful operation of the underlying real estate and loans on vacant land typically do not have income streams for repayment; (iii) specific problem loans, such as loans on nonaccrual status, and loan commitments and estimates of fair value of the underlying properties; (iv) historical chargeoffs and recoveries; (v) adverse situations which may affect the borrowers' ability to repay; (vi) and management's perception of the current and anticipated economic conditions in the Company's lending areas, which are concentrated in New York and Florida. Although management believes it uses the best information available to make determinations with respect to the allowance for loan losses, future adjustments may be necessary if economic conditions, or other factors, differ from those previously assumed in the determination of the level of the allowance. For calculation purposes, the allowance for loan losses is comprised of an unallocated portion (which is derived from an estimated loss factor currently ranging from 0.30% to 1.35% multiplied by the principal amount of loans rated acceptable, and higher percentages for loans that are assigned a credit grade of special mention or lower) and, from time to time, an allocated (or specific) portion on certain loans, particularly for loans that have been identified as being impaired. Statement of Financial Accounting Standards (SFAS) No. 114 specifies the manner in which the portion of the allowance for loan losses related to impaired loans is computed. A loan is normally deemed impaired when, based upon current information and events, it is probable that we will be unable to collect both full principal and interest due according to the contractual terms of the loan agreement. Impairment for larger balance loans such as commercial real estate and multifamily loans are measured based on: the present value of expected future cash flows, discounted at the loan's effective interest rate; or the observable market price of the loan; or the estimated fair value of the loan's collateral, if payment of the principal and interest is dependent upon the collateral. 21 When the fair value of the property is less than the recorded investment in the loan, this deficiency is recognized as a valuation allowance within the overall allowance for loan losses and a charge through the provision for loan losses. The Company's policy is to charge off any portion of the recorded investment in the loan that exceeds the fair value of the collateral. The Company considers a variety of factors in determining whether a loan is impaired, including (i) any notice from the borrower that the borrower will be unable to repay all principal and interest amounts contractually due under the loan agreement, (ii) any delinquency in the principal and/or interest payments other than minimum delays or shortfalls in payments, and (iii) other information known by management that would indicate the full repayment of principal and interest is not probable. In evaluating loans for impairment, management generally considers delinquencies of 60 days or less to be minimum delays, and accordingly does not consider such delinquent loans to be impaired in the absence of other indications. Impaired loans normally consist of loans on nonaccrual status. Generally, all loans are evaluated for impairment on a loan-by-loan basis. Finally, the Company's regulators, as an integral part of their examination process, periodically review the allowance for loan losses. Accordingly, the Company may be required to take certain chargeoffs and/or recognize additions to the allowance based on the regulators' judgment concerning information available to them during their examination. COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2005 AND DECEMBER 31, 2004 ------------------------------------------------------------------------ OVERVIEW - -------- Total assets at June 30, 2005 increased to $1.5 billion, from $1.3 billon at December 31, 2004. Total liabilities at June 30, 2005 increased to $1.4 billion, from $1.2 billion at December 31, 2004, and stockholders' equity increased to $98.0 million at June 30, 2005, from $90.1 million at December 31, 2004. Book value per common share increased to $15.60 per share at June 30, 2005, from $14.37 at December 31, 2004. Selected balance sheet information as of June 30, 2005 follows:
Intervest Intervest Intervest Inter- Holding National Mortgage Securities Company ($in thousands) Company Bank Corp. Corp. Amounts (1) Consolidated - ---------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents $ 1,775 $ 61,583 $ 19,792 $ 503 $ (8,456) $ 75,197 Security investments - 237,613 - - - 237,613 Loans receivable, net of deferred fees 13,870 1,065,293 94,944 - - 1,174,107 Allowance for loan losses (85) (12,219) (287) - - (12,591) Investment in consolidated subsidiaries 146,609 - - - (146,609) - All other assets 5,277 26,581 5,636 6 (222) 37,278 - ---------------------------------------------------------------------------------------------------------------------------- Total assets $167,446 $1,378,851 $ 120,085 $ 509 $ (155,287) $ 1,511,604 - ---------------------------------------------------------------------------------------------------------------------------- Deposits $ - $1,226,045 $ - $ - $ (8,539) $ 1,217,506 Borrowed funds and related interest payable 69,402 236 93,383 - - 163,021 All other liabilities 69 31,319 1,836 17 (139) 33,102 - ---------------------------------------------------------------------------------------------------------------------------- Total liabilities 69,471 1,257,600 95,219 17 (8,678) 1,413,629 - ---------------------------------------------------------------------------------------------------------------------------- Stockholders' equity 97,975 121,251 24,866 492 (146,609) 97,975 - ---------------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $167,446 $1,378,851 $ 120,085 $ 509 $ (155,287) $ 1,511,604 - ----------------------------------------------------------------------------------------------------------------------------
(1) All significant intercompany balances and transactions are eliminated in consolidation. Such amounts arise largely from intercompany deposit accounts and investments. A comparison of selected balance sheet information as of June 30, 2005 and December 31, 2004 follows:
At June 30, 2005 At December 31, 2004 ---------------------------- ---------------------------- Carrying % of Carrying % of ($in thousands) Value Total Assets Value Total Assets - --------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents $ 75,197 5.0% $ 24,599 1.9% Security investments 237,613 15.7 253,980 19.3 Loans receivable, net of deferred fees and loan loss allowance 1,161,516 76.8 1,004,290 76.3 All other assets 37,278 2.5 33,882 2.5 - --------------------------------------------------------------------------------------------------------------------------- Total assets $ 1,511,604 100.0% $ 1,316,751 100.0% - --------------------------------------------------------------------------------------------------------------------------- Deposits $ 1,217,506 80.5% $ 993,872 75.5% Borrowed funds and related interest payable 163,021 10.8 202,682 15.4 All other liabilities 33,102 2.2 30,103 2.2 - --------------------------------------------------------------------------------------------------------------------------- Total liabilities 1,413,629 93.5 1,226,657 93.1 - --------------------------------------------------------------------------------------------------------------------------- Stockholders' equity 97,975 6.5 90,094 6.9 - --------------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 1,511,604 100.0% $ 1,316,751 100.0% - ---------------------------------------------------------------------------------------------------------------------------
22 CASH AND CASH EQUIVALENTS - ------------------------- Cash and cash equivalents increased to $75.2 million at June 30, 2005, from $24.6 million at December 31, 2004. The level of cash and cash equivalents fluctuates based on various factors, including liquidity needs, loan demand, deposit flows, calls of securities, repayments of borrowed funds and alternative investment opportunities. The increase reflected the temporary investment into overnight federal funds of deposit inflows during June. A portion of these funds is expected to fund new loans. SECURITY INVESTMENTS - -------------------- Securities for which the Company has the intent and ability to hold to maturity are classified as held to maturity and carried at amortized cost. Such securities decreased to $231.6 million at June 30, 2005, from $248.9 million at December 31, 2004. The decrease reflected maturities exceeding new purchases during the period. The Company continues to invest in short-term (up to 5 year maturities) U.S. government agency debt obligations to emphasize liquidity and to currently target Intervest National Bank's loan-to-deposit ratio at approximately 85%. The investment portfolio at June 30, 2005 had a weighted-average remaining maturity of 1.2 years and a yield of 2.66%, compared to 1.4 years and a yield of 2.33% at December 31, 2004. At June 30, 2005 and December 31 2004, the portfolio's estimated fair value was $229.7 million and $247.2 million respectively. In order for the Bank to be a member of the Federal Reserve Bank (FRB) and the Federal Home Loan Bank of New York (FHLB), the Bank maintains an investment in their capital stock. The Bank's total investment in the FRB and FHLB stock increased to $6.0 million at June 30, 2005, from 5.1 million December 31, 2004. The total investment fluctuates based on the Bank's capital level for the FRB stock and the Bank's loans and outstanding FHLB borrowings for the FHLB stock. LOANS RECEIVABLE, NET OF DEFERRED FEES AND ALLOWANCE FOR LOAN LOSSES - -------------------------------------------------------------------- Loans receivable, net of deferred fees and the allowance for loan losses, increased to $1.2 billion at June 30, 2005 from $1.0 billion at December 31, 2004. The growth reflected new mortgage loan originations secured by commercial and multifamily real estate exceeding principal repayments. New loan originations totaled $173.1 million and $324.6 million in the second quarter and first half of 2005, respectively, compared to $175.9 million and $338.6 million in the second quarter and first half of 2004, respectively. Nearly all (99.8%) of the Company's loan portfolio is secured by commercial and multifamily real estate, including rental and cooperative apartment buildings, office buildings, mix-used properties, shopping centers, industrial properties and vacant land. At June 30, 2005, such loans consist of 529 loans with an aggregate principal balance of $1.2 billion and an average principal size of $2.2 million. Loans with principal balances of $5.0 million or more aggregated to 53 loans or $437.9 million, with the largest loan amounting to $16.5 million. At June 30, 2005, $0.7 million of loans were on nonaccrual status, compared to $4.6 million at December 31, 2004. In April 2005, the property collateralizing a nonaccrual loan with a principal balance of $3.9 million was sold at foreclosure to a third party. The loan was paid in full and the Bank recovered all amounts due thereunder. Nonaccrual loans are considered impaired under the criteria of SFAS No. 114, but no valuation allowance was maintained at any time since the Company believes that the estimated fair value of the underlying properties exceeded its recorded investment. At June 30, 2005 and December 31, 2004, there were no other impaired loans. At June 30, 2005, there were $2.7 million of loans ninety days past due and still accruing interest because they were deemed by management to be well secured and in the process of collection. Such amount represented three loans that are past their maturity date, but in each case the borrower continues to make monthly payments of interest and principal. Based upon discussions with these borrowers, it is anticipated that these loans will repaid in full or refinanced in the near term. There were no loans ninety days past due and still accruing interest at December 31, 2004. At June 30, 2005, the allowance for loan losses amounted to $12.6 million, compared to $11.1 million at December 31, 2004. The allowance represented 1.07% of total loans (net of deferred fees) outstanding at June 30, 2005 and 1.09% at December 31, 2004. The increase in the allowance was due to provisions aggregating $1.5 million during the period resulting largely from loan growth (which amounted to $159.3 million from December 31, 2004), partially offset by the favorable impact from the satisfaction of the $3.9 million nonaccrual loan noted above. 23 For a further discussion of the criteria the Company uses to determine the adequacy of the allowance, see the section "Critical Accounting Policies" included in this report. ALL OTHER ASSETS - ---------------- The following table sets forth the composition of the caption "All other assets" as follows:
At June 30, At December 31, ---------------- ---------------- ($in thousands) 2005 2004 ------------------------------------------------------------------------------ Accrued interest receivable $ 7,234 $ 6,699 Loan fees receivable 9,401 8,208 Premises and equipment, net 6,568 6,636 Deferred income tax asset 5,800 5,095 Deferred debenture offering costs, net 5,304 4,929 Investment in unconsolidated subsidiaries 1,856 1,856 All other 1,115 459 ------------------------------------------------------------------------------ $ 37,278 $ 33,882 ------------------------------------------------------------------------------
Accrued interest receivable fluctuates based on the amount of loans, investments and other interest-earning assets outstanding and the timing of interest payments received. The increase of $0.5 million from December 31, 2004 was due to the growth in all of these assets. Loan fees receivable are fees due to the Company in accordance with the terms of mortgage loans. Such amounts are generally due upon the full repayment of the loan. This fee is recorded as deferred income at the time a loan is originated and is then amortized to interest income over the life of the loan as a yield adjustment. The increase of $1.2 million from December 31, 2004 was due the increase in the loan portfolio. Premises and equipment remained relatively unchanged from December 31, 2004 as net purchases of $0.2 million during the period were offset by normal depreciation and amortization. The deferred income tax asset relates primarily to the unrealized tax benefit on the Company's allowance for loan losses. The allowance has been expensed for financial statement purposes but it is currently not deductible for income tax purposes until actual loan chargeoffs are incurred. The increase in the deferred tax asset of $0.7 million from December 31, 2004 is a function of the increase in the allowance for loan losses during the period. Deferred debenture offering costs consist primarily of underwriters' commissions and are amortized over the terms of the debentures. The net increase of $0.4 million from December 31, 2004 was due to $1.0 million of additional costs incurred in connection with the issuance of new debentures, partially offset by normal amortization during the period. The investment in unconsolidated subsidiaries consists of the Holding Company's total common stock investment in Intervest Statutory Trust I, II, III and IV. All other assets increased by $0.6 million from December 31, 2004 primarily due to $0.4 million of miscellaneous receivables at June 30, 2005, which were collected in full in July 2005. DEPOSITS - -------- Deposits increased to $1.2 billion at June 30, 2005, from $993.9 million at December 31, 2004. The increase reflected an increase in certificate of deposit accounts of $240.6 million, partially offset by a decrease in checking, savings and money market accounts aggregating $16.9 million. At June 30, 2005, certificate of deposit accounts totaled $985.3 million, and checking, savings and money market accounts aggregated $232.2 million. The same categories of deposit accounts totaled $744.8 million and $249.1 million, respectively, at December 31, 2004. Certificate of deposit accounts represented 81% of total deposits at June 30, 2005 and 75% at December 31, 2004. In June 2005, the Bank began accepting brokered deposits as another source of funds. Such accounts totaled $22.3 million at June 30, 2005. 24 BORROWED FUNDS AND RELATED INTEREST PAYABLE - ------------------------------------------- At June 30, 2005, borrowed funds and related interest payable decreased to $163.0 million, from $202.7 million at December 31, 2004. The decrease was largely due to the repayment by the Bank of $36.0 million of short-term FHLB advances. ALL OTHER LIABILITIES - --------------------- The table below sets forth the composition of the caption "All other liabilities" as follows:
At June 30, At December 31, ---------------- ---------------- ($in thousands) 2005 2004 ------------------------------------------------------------------------- Mortgage escrow funds payable $ 17,826 $ 14,533 Official checks outstanding 9,693 12,061 Accrued interest payable on deposits 2,388 1,718 All other 3,195 1,791 ------------------------------------------------------------------------- $ 33,102 $ 30,103 -------------------------------------------------------------------------
Mortgage escrow funds payable represent advance payments made by borrowers for taxes and insurance that are remitted to third parties. The increase of $3.3 million from December 31, 2004 reflected the growth in the loan portfolio. Official checks outstanding vary and fluctuate based on banking activity. Accrued interest payable on deposits fluctuates based on total deposits and timing of interest payments. The increase of $0.7 million from December 31, 2004 reflected the growth in deposits. All other liabilities is comprised mainly of accrued expenses, income taxes payable (which fluctuates based on the Company's earnings, effective tax rate and timing of tax payments) and fees received on loan commitments that have not yet been funded. The increase of $1.4 million from December 31, 2004 reflected a higher level of income taxes payable and fees received on loan commitments that have not yet been funded. STOCKHOLDERS' EQUITY - -------------------- Stockholders' equity increased to $98.0 million at June 30, 2005, from $90.1 million at December 31, 2004 as follows:
($in thousands) Amount Shares -------------------------------------------------------------------------------------- Stockholders' equity at December 31, 2004 $90,094 6,271,433 Net earnings for the period 7,771 - Convertible debentures converted at election of debenture holders 110 8,068 -------------------------------------------------------------------------------------- Stockholders' equity at June 30, 2005 $97,975 6,279,501 --------------------------------------------------------------------------------------
25 COMPARISON OF RESULTS OF OPERATIONS FOR THE QUARTERS ENDED JUNE 30, 2005 AND ---------------------------------------------------------------------------- 2004 ---- OVERVIEW - -------- Consolidated net earnings for the second quarter of 2005 increased by 81% to $4.5 million or $0.67 per diluted share, from $2.5 million or $0.37 per diluted share reported in the second quarter of 2004. The increase was due to continued growth in the Company's lending activities and nonrecurring income from the full repayment of a $3.9 million nonaccrual loan during the quarter. The $2.0 million increase in consolidated earnings reflected a $2.7 million increase in net interest and dividend income, a $0.8 million increase in noninterest income and a $0.8 million decrease in the provision for loan losses, partially offset by a $1.6 million increase in income tax expense and a $0.7 million increase in noninterest expenses. The Company's return on average assets and equity increased to 1.26% and 19.01%, respectively, in the 2005 quarter, compared to 0.95% and 12.58% in the 2004 quarter. The Company's efficiency ratio, which is a measure of its ability to control expenses as a percentage of its revenues, continues to be favorable at 25% for the second quarter of 2005. Selected information regarding results of operations for the second quarter of 2005 follows:
Intervest Intervest Intervest Inter- National Mortgage Securities Holding Company ($ in thousands) Bank Corp. Corp. Company Amounts (2) Consolidated - -------------------------------------------------------------------------------------------------------------------------- Interest and dividend income $ 20,023 $ 2,496 $ 3 $ 266 $ (92) $ 22,696 Interest expense 10,500 1,839 - 1,253 (92) 13,500 ------------------------------------------------------------------------------ Net interest and dividend income 9,523 657 3 (987) - 9,196 Provision for loan losses 497 (45) - - - 452 Noninterest income 1,704 1,463 59 112 (1,329) 2,009 Noninterest expenses 2,946 837 38 257 (1,329) 2,749 ------------------------------------------------------------------------------ Earnings before taxes 7,784 1,328 24 (1,132) - 8,004 Provision for income taxes 3,379 614 11 (523) - 3,481 - -------------------------------------------------------------------------------------------------------------------------- Net earnings $ 4,405 $ 714 $ 13 $ (609) $ - $ 4,523 - -------------------------------------------------------------------------------------------------------------------------- Intercompany dividends (1) (1,089) - - 1,089 - - - -------------------------------------------------------------------------------------------------------------------------- Net earnings after intercompany dividends $ 3,316 $ 714 $ 13 $ 480 $ - $ 4,523 - -------------------------------------------------------------------------------------------------------------------------- Net earnings after intercompany dividends for the same period of 2004 $ 1,589 $ 502 $ (2) $ 416 $ - $ 2,505 - --------------------------------------------------------------------------------------------------------------------------
(1) Dividends to the Holding Company from the Bank provide funds for the debt service on the subordinated debentures-capital securities, which is included in the Holding Company's interest expense. (2) All significant intercompany balances and transactions are eliminated in consolidation. Such amounts arise from intercompany deposit accounts and management and service agreements. NET INTEREST AND DIVIDEND INCOME - -------------------------------- Net interest and dividend income is the Company's primary source of earnings and is influenced primarily by the amount, distribution and repricing characteristics of its interest-earning assets and interest-bearing liabilities as well as by the relative levels and movements of interest rates. Net interest and dividend income increased to $9.2 million in the second quarter of 2005, from $6.5 in the second quarter of 2004. The improvement was attributable to a $385.9 million increase in average interest-earning assets resulting from continued growth in loans of $315.8 million and a higher level of security and short-term investments aggregating $70.1 million. The growth in average assets was funded by $352.9 million of additional interest-bearing deposits, $9.4 million of additional borrowed funds and a $15.5 million increase in stockholders' equity. The Company's net interest margin increased to 2.59% in the second quarter of 2005, from 2.53% in the second quarter of 2004. The higher margin was due to the Company's yield on interest-earning assets increasing at a faster pace than its cost of funds. The yield on interest-earning assets increased 43 basis points to 6.39% in the 2005 quarter due to higher rates on new mortgage loans originated, the receipt of $0.3 million of nonaccrual interest income during the quarter and 26 higher yields earned on security and other short-term investments. The cost of funds increased by 36 basis points to 4.15% in the 2005 quarter due to higher rates paid on deposit accounts. The following table provides information on: average assets, liabilities and stockholders' equity; yields earned on interest-earning assets; and rates paid on interest-bearing liabilities for the periods indicated. The yields and rates shown are based on a computation of income/expense (including any related fee income or expense) for each period divided by average interest-earning assets/interest-bearing liabilities during each period. Average balances are derived from daily balances. Net interest margin is computed by dividing net interest and dividend income by the average of total interest-earning assets during each period.
-------------------------------------------------------------------- Quarter Ended -------------------------------------------------------------------- June 30, 2005 June 30, 2004 --------------------------------- --------------------------------- Average Interest Yield/ Average Interest Yield/ ($ in thousands) Balance Inc./Exp. Rate (2) Balance Inc./Exp. Rate (2) - ----------------------------------------------------------------------------------------------------------------------- ASSETS Interest-earning assets: Loans (1) $1,140,156 $ 20,800 7.32% $ 824,379 $ 14,457 7.05% Securities 260,383 1,723 2.65 181,091 859 1.91 Other interest-earning assets 23,799 173 2.92 32,997 75 0.91 - ----------------------------------------------------------------------------------------------------------------------- Total interest-earning assets 1,424,338 $ 22,696 6.39% 1,038,467 $ 15,391 5.96% - ----------------------------------------------------------------------------------------------------------------------- Noninterest-earning assets 14,900 15,453 - ----------------------------------------------------------------------------------------------------------------------- Total assets $1,439,238 $1,053,920 - ----------------------------------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: Interest checking deposits $ 10,968 $ 42 1.54% $ 10,022 $ 38 1.52% Savings deposits 21,794 139 2.56 31,834 141 1.78 Money market deposits 191,078 1,308 2.75 189,053 837 1.78 Certificates of deposit 917,943 8,886 3.88 557,952 4,890 3.52 - ----------------------------------------------------------------------------------------------------------------------- Total deposit accounts 1,141,783 10,375 3.64 788,861 5,906 3.01 - ----------------------------------------------------------------------------------------------------------------------- Fed funds purchased and FHLB Advances 3,824 29 3.04 386 1 1.56 Debentures and related interest payable 95,784 2,003 8.39 105,264 2,098 8.02 Debentures - capital securities 61,856 1,089 7.06 46,392 856 7.42 Mortgage note payable 238 4 7.00 251 5 7.00 - ----------------------------------------------------------------------------------------------------------------------- Total borrowed funds 161,702 3,125 7.75 152,293 2,960 7.82 - ----------------------------------------------------------------------------------------------------------------------- Total interest-bearing liabilities 1,303,485 $ 13,500 4.15% 941,154 $ 8,866 3.79% - ----------------------------------------------------------------------------------------------------------------------- Noninterest-bearing deposits 5,734 6,838 Noninterest-bearing liabilities 34,865 26,302 Stockholders' equity 95,154 79,626 - ----------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $1,439,238 $1,053,920 - ----------------------------------------------------------------------------------------------------------------------- Net interest and dividend income/spread $ 9,196 2.24% $ 6,525 2.17% - ----------------------------------------------------------------------------------------------------------------------- Net interest-earning assets/margin $ 120,853 2.59% $ 97,313 2.53% - ----------------------------------------------------------------------------------------------------------------------- Ratio of total interest-earning assets to total interest-bearing liabilities 1.09 1.10 - ----------------------------------------------------------------------------------------------------------------------- OTHER RATIOS: Return on average assets (2) 1.26% 0.95% Return on average equity (2) 19.01% 12.58% Noninterest expense to average assets (2) 0.76% 0.78% Efficiency ratio (3) 25% 26% Average stockholders' equity to average assets 6.61% 7.56% - -----------------------------------------------------------------------------------------------------------------------
(1) Includes nonaccrual loans. (2) Annualized. (3) Defined as noninterest expenses (excluding the provision for loan losses) as a percentage of net interest and dividend income plus noninterest income. The following table provides information regarding changes in interest and dividend income and interest expense. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in rate (change in rate multiplied by prior volume), (2) changes in volume (change in volume multiplied by prior rate) and (3) changes in rate-volume (change in rate multiplied by change in volume). 27
For the Quarter Ended June 30, 2005 vs 2004 ---------------------------------------------------- Increase (Decrease) Due To Change In: ---------------------------------------------------- ($ in thousands) Rate Volume Rate/Volume Total --------------------------------------------------------------------------------------------------- Interest-earning assets: Loans $ 556 $ 5,566 $ 221 $6,343 Securities 335 379 150 864 Other interest-earning assets 166 (21) (47) 98 --------------------------------------------------------------------------------------------------- Total interest-earning assets 1,057 5,924 324 7,305 --------------------------------------------------------------------------------------------------- Interest-bearing liabilities: Interest checking deposits 1 4 (1) 4 Savings deposits 62 (45) (19) (2) Money market deposits 458 9 4 471 Certificates of deposit 502 3,168 326 3,996 --------------------------------------------------------------------------------------------------- Total deposit accounts 1,023 3,136 310 4,469 --------------------------------------------------------------------------------------------------- Federal funds purchased and FHLB advances 1 13 14 28 Debentures and accrued interest payable 97 (190) (2) (95) Debentures - capital securities (42) 287 (12) 233 Mortgage note payable - - (1) (1) --------------------------------------------------------------------------------------------------- Total borrowed funds 56 110 (1) 165 --------------------------------------------------------------------------------------------------- Total interest-bearing liabilities 1,079 3,246 309 4,634 --------------------------------------------------------------------------------------------------- Net change in interest and dividend income $ (22) $ 2,678 $ 15 $2,671 ---------------------------------------------------------------------------------------------------
PROVISION FOR LOAN LOSSES - ------------------------- The provision for loan losses decreased by $0.8 million to $0.5 million in the second quarter of 2005, from $1.3 million in the second quarter of 2004. The lower provision was a function of the favorable impact from the satisfaction of a $3.9 million nonaccrual loan in April 2005 as well as a decrease in the amount of loan growth. Total loans grew by $79.4 million in the 2005 period, compared to $115.9 million in the 2004 period. NONINTEREST INCOME - ------------------ Noninterest income increased by $0.8 million to $2.0 million in the second quarter of 2005, from $1.2 million in the second quarter of 2004. The higher income was due to a $0.8 million increase in income from the prepayment of mortgage loans, of which $0.6 million was the result of the early satisfaction of the nonaccrual loan noted above. Income from the prepayment of mortgage loans consists largely of the recognition of unearned fees associated with such loans at the time of payoff and the receipt of prepayment penalties and interest in certain cases. The Company's income from loan prepayments, which fluctuates and cannot be predicted, tends to increase during periods of declining interest rates and tends to decrease during periods of increasing interest rates. NONINTEREST EXPENSES - -------------------- Noninterest expenses increased by $0.7 million to $2.7 million in the second quarter of 2005, from $2.0 million in the second quarter of 2004. The increase was primarily due to increases in salary and employee benefits expense of $0.4 million, professional fees expense of $0.2 million and all other expenses of $0.1 million, partially offset by a $0.1 million decrease in occupancy and equipment expense. Salaries and employee benefits expense increased due to salary increases, a higher cost of employee benefits and additional staff aggregating $0.2 million, and a $0.2 million increase in bonus payments to certain executives of the Company. The Company had 68 fulltime employees at June 30, 2005, compared to 62 at June 30, 2004. Occupancy and equipment expense decreased primarily due to a lower level of depreciation expense as well as a decrease in rent expense resulting from the termination in September 2004 of Intervest Mortgage Corporation's lease on its former space at 10 Rockefeller Plaza. Professional fees expense increased due to the growth in the Company's assets as well as additional accruals of $0.1 million for consulting expense associated with the ongoing compliance with the Sarbanes Oxley requirements for internal controls. All other expense increased due to a $0.1 million Nasdaq National Market entry fee. The Company's Class A common stock began trading on the Nasdaq National Market on June 27, 2005. Previously, the stock had traded on the Nasdaq SmallCap Market. 28 PROVISION FOR INCOME TAXES - -------------------------- The provision for income taxes increased by $1.6 million to $3.5 million in the second quarter of 2005, from $1.9 million in the second quarter of 2004, due to an increase in pre-tax income. The Company's effective tax rate (inclusive of state and local taxes) amounted to 43.5% in the 2005 period, compared to 43.3% in the 2004 period. COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX-MONTHS ENDED JUNE 30, 2005 AND ------------------------------------------------------------------------------ 2004 ---- OVERVIEW - -------- Consolidated net earnings for the first half of 2005 increased by 48% to $7.8 million or $1.15 per diluted share, from $5.2 million or $0.78 per diluted share reported in the first half of 2004. The increase reflected a 35% or $4.6 million increase in net interest and dividend income, a $0.2 million increase in noninterest income and a $0.9 million decrease in the provision for loan losses. These improvements were partially offset by a $2.0 million increase in income tax expense and a $1.1 million increase in noninterest expenses. The increase in net earnings was due to continued growth in the Company's lending activities and nonrecurring income from the full repayment of a $3.9 million nonaccrual loan during the first half of 2005. The Company's return on average assets and equity was 1.10% and 16.68%, respectively, in the first half of 2005, compared to 1.05% and 13.43% in the first half of 2004. The Company's efficiency ratio, which is a measure of its ability to control expenses as a percentage of its revenues, continues to be favorable at 25% for the first half of 2005. Selected information regarding results of operations for the first half of 2005 follows:
Intervest Intervest Intervest Inter- National Mortgage Securities Holding Company ($ in thousands) Bank Corp. Corp. Company Amounts (2) Consolidated - ------------------------------------------------------------------------------------------------------------------------- Interest and dividend income $ 38,071 $ 4,888 $ 6 $ 494 $ (195) $ 43,264 Interest expense 19,736 3,736 - 2,506 (195) 25,783 ----------------------------------------------------------------------------- Net interest and dividend income 18,335 1,152 6 (2,012) - 17,481 Provision for loan losses 1,530 (45) - - - 1,485 Noninterest income 2,473 2,865 59 225 (2,735) 2,887 Noninterest expenses 5,866 1,570 44 378 (2,735) 5,123 ----------------------------------------------------------------------------- Earnings before taxes 13,412 2,492 21 (2,165) - 13,760 Provision for income taxes 5,826 1,153 10 (1,000) - 5,989 - ------------------------------------------------------------------------------------------------------------------------- Net earnings $ 7,586 $ 1,339 $ 11 $ (1,165) $ - $ 7,771 - ------------------------------------------------------------------------------------------------------------------------- Intercompany dividends (1) (2,178) - - 2,178 - - - ------------------------------------------------------------------------------------------------------------------------- Net earnings after intercompany dividends $ 5,408 $ 1,339 $ 11 $ 1,013 $ - $ 7,771 - ------------------------------------------------------------------------------------------------------------------------- Net earnings after intercompany dividends for the same period of 2004 $ 3,496 $ 1,015 $ 8 $ 721 $ - $ 5,240 - -------------------------------------------------------------------------------------------------------------------------
(1) Dividends to the Holding Company from the Bank provide funds for the debt service on the subordinated debentures-capital securities, which is included in the Holding Company's interest expense. (2) All significant intercompany balances and transactions are eliminated in consolidation. Such amounts arise from intercompany deposit accounts and management and service agreements. NET INTEREST AND DIVIDEND INCOME - -------------------------------- Net interest and dividend income is the Company's primary source of earnings and is influenced primarily by the amount, distribution and repricing characteristics of its interest-earning assets and interest-bearing liabilities as well as by the relative levels and movements of interest rates. Net interest and dividend income increased to $17.5 million in the first half of 2005, from $12.9 million in the first half of 2004. The improvement was attributable to a $408.4 million increase in average interest-earning assets resulting from continued growth in loans of $331.1 million and a higher level of security and short-term investments aggregating $77.3 million. The growth in average assets was funded by $366.2 million of additional interest-bearing deposits, $18.8 million of additional borrowed funds and a $15.1 increase in stockholders' equity. The Company's net interest margin decreased to 2.53% in the first half of 2005, from 2.63% in the first half of 2004. The lower margin was due to the Company's cost of funds increasing at a faster pace than its yield on interest-earning assets. 29 The yield on interest-earning assets increased 14 basis points to 6.26% in the 2005 first half due to higher yields earned on security and other short-term investments, partially offset by a slight decline in the yield earned on the loan portfolio. The cost of funds increased by 22 basis points to 4.07% in the 2005 first half due to higher rates paid on deposit accounts, partially offset by a decrease in the cost of borrowed funds resulting primarily from the addition of debentures with lower rates than existing ones. The following table provides information on: average assets, liabilities and stockholders' equity; yields earned on interest-earning assets; and rates paid on interest-bearing liabilities for the periods indicated. The yields and rates shown are based on a computation of income/expense (including any related fee income or expense) for each period divided by average interest-earning assets/interest-bearing liabilities during each period. Average balances are derived from daily balances. Net interest margin is computed by dividing net interest and dividend income by the average of total interest-earning assets during each period.
-------------------------------------------------------------------- Six-Months Ended -------------------------------------------------------------------- June 30, 2005 June 30, 2004 --------------------------------- --------------------------------- Average Interest Yield/ Average Interest Yield/ ($in thousands) Balance Inc./Exp. Rate (2) Balance Inc./Exp. Rate (2) - ----------------------------------------------------------------------------------------------------------------------- ASSETS Interest-earning assets: Loans (1) $1,106,197 $ 39,611 7.22% $ 775,082 $ 28,249 7.33% Securities 259,217 3,286 2.56 173,283 1,564 1.82 Other interest-earning assets 28,092 367 2.63 36,776 171 0.94 - ----------------------------------------------------------------------------------------------------------------------- Total interest-earning assets 1,393,506 $ 43,264 6.26% 985,141 $ 29,984 6.12% - ----------------------------------------------------------------------------------------------------------------------- Noninterest-earning assets 15,026 15,945 - ----------------------------------------------------------------------------------------------------------------------- Total assets $1,408,532 $1,001,086 - ----------------------------------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: Interest checking deposits $ 12,198 $ 94 1.55% $ 10,194 $ 78 1.54% Savings deposits 23,521 252 2.16 31,414 279 1.79 Money market deposits 192,718 2,367 2.48 178,409 1,579 1.78 Certificates of deposit 881,191 16,701 3.82 523,382 9,282 3.57 - ----------------------------------------------------------------------------------------------------------------------- Total deposit accounts 1,109,628 19,414 3.53 743,399 11,218 3.03 - ----------------------------------------------------------------------------------------------------------------------- Fed funds purchased and FHLB Advances 8,840 119 2.71 193 1 1.56 Debentures and related interest payable 97,481 4,063 8.41 109,212 4,331 7.97 Debentures - capital securities 61,856 2,179 7.10 39,935 1,522 7.66 Mortgage note payable 239 8 6.98 252 9 6.98 - ----------------------------------------------------------------------------------------------------------------------- Total borrowed funds 168,416 6,369 7.63 149,592 5,863 7.88 - ----------------------------------------------------------------------------------------------------------------------- Total interest-bearing liabilities 1,278,044 $ 25,783 4.07% 892,991 $ 17,081 3.85% - ----------------------------------------------------------------------------------------------------------------------- Noninterest-bearing deposits 5,959 6,509 Noninterest-bearing liabilities 31,362 23,562 Stockholders' equity 93,167 78,024 - ----------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $1,408,532 $1,001,086 - ----------------------------------------------------------------------------------------------------------------------- Net interest and dividend income/spread $ 17,481 2.19% $ 12,903 2.27% - ----------------------------------------------------------------------------------------------------------------------- Net interest-earning assets/margin $ 115,462 2.53% $ 92,150 2.63% - ----------------------------------------------------------------------------------------------------------------------- Ratio of total interest-earning assets to total interest-bearing liabilities 1.09 1.10 - ----------------------------------------------------------------------------------------------------------------------- OTHER RATIOS: Return on average assets (2) 1.10% 1.05% Return on average equity (2) 16.68% 13.43% Noninterest expense to average assets (2) 0.73% 0.79% Efficiency ratio (3) 25% 25% Average stockholders' equity to average assets 6.61% 7.79% - -----------------------------------------------------------------------------------------------------------------------
(1) Includes nonaccrual loans. (2) Annualized. (3) Defined as noninterest expenses (excluding the provision for loan losses) as a percentage of net interest and dividend income plus noninterest income. 30 The following table provides information regarding changes in interest and dividend income and interest expense. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in rate (change in rate multiplied by prior volume), (2) changes in volume (change in volume multiplied by prior rate) and (3) changes in rate-volume (change in rate multiplied by change in volume).
For the Six-Months Ended June 30, 2005 vs 2004 ---------------------------------------------------------- Increase (Decrease) Due To Change In: ---------------------------------------------------------- ($ in thousands) Rate Volume Rate/Volume Total --------------------------------------------------------------------------------------------------------- Interest-earning assets: Loans $ (426) $ 12,135 $ (347) $ 11,362 Securities 641 782 299 1,722 Other interest-earning assets 311 (41) (74) 196 --------------------------------------------------------------------------------------------------------- Total interest-earning assets 526 12,876 (122) 13,280 --------------------------------------------------------------------------------------------------------- Interest-bearing liabilities: Interest checking deposits 1 15 - 16 Savings deposits 58 (71) (14) (27) Money market deposits 624 127 37 788 Certificates of deposit 654 6,387 378 7,419 --------------------------------------------------------------------------------------------------------- Total deposit accounts 1,337 6,458 401 8,196 --------------------------------------------------------------------------------------------------------- Federal funds purchased and FHLB advances 1 67 50 118 Debentures and accrued interest payable 240 (467) (41) (268) Debentures - capital securities (112) 827 (58) 657 Mortgage note payable - - (1) (1) --------------------------------------------------------------------------------------------------------- Total borrowed funds 129 427 (50) 506 --------------------------------------------------------------------------------------------------------- Total interest-bearing liabilities 1,466 6,885 351 8,702 --------------------------------------------------------------------------------------------------------- Net change in interest and dividend income $ (940) $ 5,991 $ (473) $ 4,578 ---------------------------------------------------------------------------------------------------------
PROVISION FOR LOAN LOSSES - ------------------------- The provision for loan losses decreased by $0.9 million to $1.5 million in the first half of 2005, from $2.4 million in the first half of 2004. The lower provision was a function of the favorable impact from the satisfaction of a $3.9 million nonaccrual loan as well as a decrease in the amount of loan growth. Total loans grew by $159.3 million in the 2005 period, compared to $208.8 million in the 2004 period. NOINTEREST INCOME - ------------------- Noninterest income increased by $0.2 million to $2.9 million in the first half of 2005, from $2.7 million in the first half of 2004. The higher income was due to a $0.3 million increase in income from the prepayment of mortgage loans. The income for the 2005 period included $0.6 million from the early satisfaction of the nonaccrual loan noted above. See the section "Comparison of Results of Operations for the Quarters Ended June 30, 2005 and 2004" for a discussion of the effects of rising and falling interest rates on the Company's income from the prepayment of mortgage loans. NONINTEREST EXPENSES - -------------------- Noninterest expenses increased by $1.1 million to $5.1 million in the first half of 2005, from $4.0 million in the first half of 2004. The increase was primarily due to increases in the following: salary and employee benefits expense of $0.8 million; professional fees expense of $0.2 million; director and committee fees expense of $0.1 million, advertising expense of $0.1 million and all other expenses of $0.1 million. These increase were partially offset by a $0.1 million decrease in occupancy and equipment expense. Salaries and employee benefits expense increased primarily due to salary increases, a higher cost of employee benefits and additional staff aggregating $0.4 million, and a $0.3 million increase in bonus payments to certain executives of the Company. The Company had 68 fulltime employees at June 30, 2005, compared to 62 at June 30, 2004. Director and committee fees expense increased due to higher fees paid to directors for each board and committee meeting attended. The fees were increased for board and committee meetings in October 2004 and an additional increase was made in June 2005 for audit committee meetings. Advertising expense increased due to additional advertising to support loan and deposit growth. 31 The reasons for the changes in professional fees expense, all other expense and occupancy and equipment expense are the same as those discussed in the Comparison of Results of Operations for the Quarters Ended June 30, 2005 and 2004. PROVISION FOR INCOME TAXES - -------------------------- The provision for income taxes increased by $2.0 million to $6.0 million in the first half of 2005, from $4.0 million in the first half of 2004, due to an increase in pre-tax income. The Company's effective tax rate (inclusive of state and local taxes) amounted to 43.5% in the 2005 period, compared to 43.4% in the 2004 period. OFF-BALANCE SHEET AND OTHER FINANCING ARRANGEMENTS -------------------------------------------------- The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. For a further discussion of these financial instruments, see note 12 to the condensed consolidated financial statements in this report. LIQUIDITY AND CAPITAL RESOURCES ------------------------------- The Company manages its liquidity position on a daily basis to assure that funds are available to meet operations, loan and investment commitments, deposit withdrawals and the repayment of borrowed funds. The Company's primary sources of funds consist of the following: retail deposits obtained through the Bank's branch offices and through the mail; amortization, satisfactions and repayments of loans; the maturities and calls of securities; issuance of debentures; borrowings from the federal funds market and through FHLB advances; and cash flow provided by operating activities. For additional detail concerning the Company's cash flows, see the condensed consolidated statements of cash flows included in this report. The Bank has and expects to continue to rely heavily on certificates of deposit (time deposits) as a source of funds. Total deposits amounted to $1.2 billion at June 30, 2005 and time deposits represented 81%, or $985.3 million, of those deposits. Additionally, time deposits of $100,000 or more at June 30, 2005 totaled $312.8 million and included $22.3 million of brokered deposits. The Bank began accepting brokered deposits as another source of funds beginning in June 2005. Time deposits are the only deposit accounts offered by the Bank that have stated maturity dates. These deposits are generally considered to be rate sensitive and have a higher cost than deposits with no stated maturities, such as checking, savings and money market accounts. The Bank needs to pay competitive interest rates to attract and retain time deposits to fund its loan originations. In addition, the Bank has and expects to continue to rely on capital contributions from the Holding Company to increase its capital to support its rapid asset growth. At June 30, 2005, the Bank had $377.7 million of time deposits maturing by December 31, 2006. The Bank expects that a substantial portion of these deposits will be renewed and stay with the Bank. From time to time, the Bank may borrow funds on an overnight or short-term basis to manage its liquidity needs. At June 30, 2005, the Bank had agreements with correspondent banks whereby it could borrow up to $16 million of federal funds on an unsecured basis. In addition, as a member of the FHLB and FRB, the Bank can also borrow from these institutions on a secured basis. At June 30, 2005, the Bank had available collateral consisting of investment securities to support total borrowings of $239 million from the FHLB and FRB. During the first half of 2005, the Bank repaid $36.0 million of short-term FHLB advances that were outstanding at December 31, 2004. At June 30, 2005, there were no outstanding borrowings from any of the aforementioned sources. Intervest Mortgage Corporation has and expects to continue to rely on the issuance of its subordinated debentures in registered, best efforts offerings to the public as a source of funds to support its loan originations. In addition, as the Bank's mortgage loan portfolio has grown, service fee income received by Intervest Mortgage Corporation from the Bank has comprised an increasing percentage of Intervest Mortgage Corporation's cash flow. The Bank has a servicing agreement with Intervest Mortgage Corporation whereby Intervest Mortgage Corporation provides the Bank with mortgage loan origination services in exchange for a monthly fee that is based on loan origination volumes. The services include the identification of potential properties and borrowers; the inspection of properties constituting collateral for such loans; the negotiation of the terms and conditions of such loans in accordance with the Bank's underwriting standards; and coordinating the preparation of commitment letters and the loan closing process. The services are performed by Intervest Mortgage Corporation's personnel and the related expenses are borne by Intervest 32 Mortgage Corporation. In addition, From time to time, Intervest Mortgage Corporation has also received capital contributions from the Holding Company. The future growth of Intervest Mortgage Corporation's lending business is dependent on its continuing ability to sell its debentures with interest rates that would result in a positive interest rate spread, which is the difference between yields earned on its loans and the rates paid on its debentures. The outstanding debentures of Intervest Mortgage Corporation have predominately fixed rates of interest and mature within three to eight years. At June 30, 2005, $88.5 million in aggregate principal amount of Intervest Mortgage Corporation's subordinated debentures were outstanding with interest rates that range from 6.25% to 9.00% per annum. On January 1, 2005, Intervest Mortgage Corporation's Series 11/10/98 debentures matured and were repaid for a total of $4.5 million ($2.6 million of principal and $1.9 million of accrued interest). On April 1, 2005, Intervest Mortgage Corporation's Series 5/10/96 and 8/01/01 debentures matured and were repaid for a total of $14.1 million ($11.8 million of principal and $2.3 million of accrued interest). These repayments were offset by the issuance in April 2005 of $14.0 million of Intervest Mortgage Corporation's Series 3/21/05 debentures. At June 30, 2005, Intervest Mortgage Corporation had $27.1 million of debentures and related accrued interest payable maturing by December 31, 2006, which are expected to be repaid from cash flow generated from maturities of existing mortgage loans, ongoing operations and cash on hand. In June 2005, Intervest Mortgage Corporation filed a Registration Statement on Form S-11 with the Securities and Exchange Commission with respect to a proposed offering of up to $12.0 million in additional subordinated debentures. The expected terms of the debentures are as follows: $2.0 million maturing October 1, 2009 with an annual interest rate of 6.25%; $4.0 million maturing October 1, 2011 with an annual interest rate of 6.50%; and $6.0 million maturing October 1, 2013 with an annual interest rate of 7.00%. On August 1, 2005, Intervest Mortgage Corporation repaid early its Series 10/15/96 and Series 1/17/02 debentures that were scheduled to mature on October 1, 2005 for a total of $6.8 million in principal and accrued interest. The Holding Company's working capital to date has been derived from the following: interest income from a limited portfolio of mortgage loans and short-term investments; monthly dividends from the Bank to service interest expense on trust preferred securities; monthly management fees from Intervest Mortgage Corporation and the Bank for providing these subsidiaries with certain administrative services; the issuance of its common stock through public offerings, exercise of outstanding common stock warrants and conversion of outstanding convertible debentures; the issuance of trust preferred securities through its wholly owned business trusts; and the direct issuance of other subordinated debentures to the public. These sources of funds are expected to continue to be available to the Holding Company. At June 30, 2005, the Holding Company had $1.3 million of debentures and related accrued interest payable maturing by December 31, 2006, which are expected to be repaid from cash on hand. On July 8, 2005, the Holding Company filed a registration statement on Form S-1 with the Securities and Exchange Commission with respect to a proposed offering of an additional 1,250,000 shares of its Class A Common Stock, which is expected to have estimated net proceeds of $22.9 million. The Holding Company, through its wholly owned business trusts Intervest Statutory Trust I, II, III and IV, has issued a total of $60 million of trust preferred securities at both fixed and variable rates of interest that mature in 2031 or later. The total proceeds from these securities have been invested in the Bank at various times through capital contributions. The Holding Company is required to make interest payments on the principal of those securities, which currently amount to $4.4 million annually. The Bank provides funds to Holding Company in the form of dividends for this purpose. At June 30, 2005, approximately $32.7 million of the trust preferred securities qualified as regulatory Tier 1 capital and the remainder qualified as Tier 2 capital in the Holding Company's computation of regulatory capital. Additional information concerning outstanding time deposits, debentures and trust preferred securities, including interest rates and maturity dates can be found in notes 6, 7 and 8 of the notes to the condensed consolidated financial statements included in this report. At June 30, 2005, total commitments to lend aggregated to $196.6 million. Although there is no certainty, management anticipates the majority of these loan commitments will fund over the next 12 months. If all these commitments were to close, they would be funded by the sources of funds described above. The Company considers its current liquidity and sources of funds sufficient to satisfy its outstanding lending commitments and its maturing liabilities. Management is not aware of any trends, known demand, commitments or uncertainties which are expected to have a material impact on future operating results, liquidity or capital resources. 33 REGULATORY CAPITAL The Bank is subject to various regulatory capital requirements. The Federal Deposit Insurance Corporation (FDIC) and other bank regulatory agencies use five capital categories ranging from well capitalized to critically undercapitalized to determine various matters, including prompt corrective action and each institution's FDIC deposit insurance premiums. These categories involve quantitative measures of a bank's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by the regulators that, if undertaken, could have a direct material effect on the Company's consolidated financial statements. The Bank is required to maintain regulatory defined minimum Tier 1 leverage and Tier 1and total risk-based capital ratio levels of at least 4%, 4% and 8%, respectively. At June 30, 2005 and December 31, 2004, management believes the Bank met its capital adequacy requirements and is a well-capitalized institution as defined in the regulations, which require minimum Tier 1 leverage and Tier 1 and total risk-based ratios of 5%, 6% and 10%, respectively. Management is not aware of any conditions or events that would change the Bank's designation as a well-capitalized institution. Information regarding the Bank's regulatory capital and related ratios is summarized as follows:
At June 30, At December 31, ----------- --------------- ($in thousands) 2005 2004 ----------------------------------------------------------------------------------------------------- Tier 1 Capital: Stockholder's equity $ 121,251 $ 111,343 Disallowed portion of deferred tax asset (5,382) (4,619) ----------------------------------- 115,869 106,724 Tier 2 Capital: Allowable portion of allowance for loan losses 12,219 10,689 ----------------------------------------------------------------------------------------------------- Total risk-based capital $ 128,088 $ 117,413 ----------------------------------------------------------------------------------------------------- Net risk-weighted assets $ 1,144,214 $ 971,823 Average assets for regulatory purposes $ 1,307,663 $ 1,140,624 ----------------------------------------------------------------------------------------------------- Tier 1 capital to average assets 8.86% 9.36% Tier 1 capital to risk-weighted assets 10.13% 10.98% Total capital to risk-weighted assets 11.19% 12.08% -----------------------------------------------------------------------------------------------------
The Holding Company on a consolidated basis is subject to minimum regulatory capital requirements administered by the FRB. These guidelines require a ratio of Tier 1 or Core Capital, as defined in the guidelines, to total risk-weighted assets of at least 4% and a ratio of total capital to risk-weighted assets of at least 8%. The guidelines also require a ratio of Tier 1 capital to adjusted total average assets of not less than 3%. At June 30, 2005 and December 31, 2004, management believes that the Holding Company met its capital adequacy requirements. Information regarding the Holding Company's regulatory capital and related ratios is summarized below:
At June 30, At December 31, ----------------- ----------------- ($ in thousands) 2005 2004 ------------------------------------------------------------------------------------------------------------- Tier 1 Capital: Stockholder's equity $ 97,975 $ 90,094 Capital Securities limited to 25% of core capital (1) 32,659 30,032 ------------------------------------ Total core capital elements 130,634 120,126 Disallowed portion of deferred tax asset (5,800) (5,095) ------------------------------------------------------------------------------------------------------------- Total Tier 1 Capital 124,834 115,031 ------------------------------------------------------------------------------------------------------------- Tier 2 Capital : Excess Capital Securities (1) 27,341 29,968 Allowable portion of allowance for loan losses 12,591 11,106 ------------------------------------------------------------------------------------------------------------- Total Tier 2 Capital 39,932 41,074 ------------------------------------------------------------------------------------------------------------- Total risk-based capital $ 164,766 $ 156,105 ------------------------------------------------------------------------------------------------------------- Net risk-weighted assets $ 1,264,309 $ 1,096,711 Average assets for regulatory purposes $ 1,433,438 $ 1,273,770 ------------------------------------------------------------------------------------------------------------- Tier 1 capital to average assets 8.71% 9.03% Tier 1 capital to risk-weighted assets 9.87% 10.49% Total capital to risk-weighted assets 13.03% 14.23% -------------------------------------------------------------------------------------------------------------
(1) At June 30, 2005, the Company has $60.0 million of qualifying capital securities outstanding (total debentures of $61.9 million issued to Statutory Trust I, II, III and IV by the Holding Company less the Holding Company's investments in the trusts aggregating $1.9 million). 34 Intervest Securities Corporation is subject to the SEC's Uniform Net Capital Rule [15c3-1 (a) (2) (vi)], which requires the maintenance of minimum net capital of $5,000. At June 30, 2005 and December 31, 2004, Intervest Securities Corporation's net capital was $0.5 million. The Federal Reserve Bank on March 1, 2005 issued a final rule that allows trust preferred securities to continue to be included in the Tier 1 capital of bank holding companies (BHC), but with stricter quantitative limits and clearer qualitative standards. The new rule provides a transition period for BHCs to meet the new, stricter limitations within regulatory capital by allowing the limits on restricted core capital elements to become fully effective as of March 31, 2009. For a further discussion of these regulatory implications, see the section entitled "Recent Accounting and Regulatory Developments" in note 1 to consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2004. ASSET AND LIABILITY MANAGEMENT ------------------------------ Interest rate risk arises from differences in the repricing of assets and liabilities within a given time period. The Company does note engage in trading or hedging activities, nor does it invest in interest rate derivatives or enter into interest rate swaps. The primary objective of the Company's asset/liability management strategy is to limit, within established guidelines, the adverse impact of changes in interest rates on its net interest income and capital. The Company uses "gap analysis," which measures the difference between interest-earning assets and interest-bearing liabilities that mature or reprice within a given time period, to monitor its interest rate sensitivity. An asset or liability is normally considered to be interest-rate sensitive if it will reprice or mature within one year or less. The interest-rate sensitivity gap is the difference between interest-earning assets and interest-bearing liabilities scheduled to mature or reprice within one-year. A gap is considered positive when the amount of interest rate-sensitive assets exceeds the amount of interest rate-sensitive liabilities. Conversely, a gap is considered negative when the opposite is true. In a period of rising interest rates, a negative gap would tend to adversely affect net interest income, while a positive gap would tend to increase net interest income. In a period of falling interest rates, a negative gap would tend to increase net interest income, while a positive gap would tend to adversely affect net interest income. If the repricing of the Company's assets and liabilities were equally flexible and moved concurrently, the impact of any increase or decrease in interest rates on net interest income would be minimal. A simple interest rate gap analysis by itself may not be an accurate indicator of how net interest income will be affected by changes in interest rates for the following reasons. Income associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates. Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market interest rates, while interest rates on other types may lag behind changes in market interest rates. In addition, certain assets, such as adjustable-rate mortgage loans, may have features generally referred to as "interest rate caps or collars," which limit changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, asset prepayment and early deposit withdrawal levels also could deviate significantly from those assumed in calculating the interest-rate gap. The ability of many borrowers to service their debts also may decrease in the event of an interest-rate increase, and the behavior of depositors may be different than those assumed in the gap analysis. The Company's one-year positive interest rate sensitivity gap increased to $404.3 million , or 26.7% of total assets, at June 30, 2005, compared to $114.0 million, or 8.7% at December 31, 2004. The increase in the positive gap primarily reflects an increase in loans that reprice or mature within one year funded by time deposits with terms of more than 1 year. For purposes of computing the gap, all deposits with no stated maturities are treated as readily accessible accounts. However, if such deposits were treated differently, the one-year gap would then change. The behavior of core depositors may not necessarily result in the immediate withdrawal of funds in the event deposit rates offered by the Bank did not change as quickly and uniformly as changes in general market rates. For example, if only 25% of deposits with no stated maturity were assumed to be readily accessible, the one-year gap would have been a positive 38.0% at June 30, 2005, compared to a positive 22.5 % at December 31, 2004. 35 Many of the Company's floating-rate loans have a "floor," or minimum rate, that is determined in relation to prevailing market rates on the date of origination. This floor only adjusts upwards in the event of increases in the loan's interest rate. This feature reduces the effect on interest income of a falling rate environment because the interest rates on such loans do not reset downward. However, the Company may nonetheless experience loan prepayments, the amount of which cannot be predicted, and reinvestment risk associated with the resulting proceeds. Notwithstanding all of the above, there can be no assurances that a sudden and substantial increase in interest rates may not adversely impact the Company's earnings, to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent, or on the same basis. The table that follows summarizes interest-earning assets and interest-bearing liabilities as of June 30, 2005, that are scheduled to mature or reprice within the periods shown.
0-3 4-12 Over 1-4 Over 4 --- ---- -------- ------- ($in thousands) Months Months Years Years Total ----------------------------------------------------------------------------------------------------- Loans (1) $419,457 $335,438 $ 320,717 $ 110,464 $1,186,076 Securities held to maturity (2) 35,801 102,618 92,106 1,105 231,630 Short-term investments 68,131 - - - 68,131 FRB and FHLB stock 3,519 - - 2,464 5,983 ----------------------------------------------------------------------------------------------------- Total rate-sensitive assets $526,908 $438,056 $ 412,823 $ 114,033 $1,491,820 ----------------------------------------------------------------------------------------------------- Deposit accounts (3): Interest checking deposits $ 9,167 $ - $ - $ - $ 9,167 Savings deposits 22,214 - - - 22,214 Money market deposits 195,033 - - - 195,033 Certificates of deposit 73,839 239,186 455,968 216,352 985,345 ----------------------------------------------------------------------------------------------------- Total deposits 300,253 239,186 455,968 216,352 1,211,759 ----------------------------------------------------------------------------------------------------- Debentures and mortgage note payable (1) 13,500 5,500 70,188 66,914 156,102 Accrued interest on all borrowed funds (1) 1,450 757 4,353 359 6,919 ----------------------------------------------------------------------------------------------------- Total borrowed funds 14,950 6,257 74,541 67,273 163,021 ----------------------------------------------------------------------------------------------------- Total rate-sensitive liabilities $315,203 $245,443 $ 530,509 $ 283,625 $1,374,780 ----------------------------------------------------------------------------------------------------- GAP (repricing differences) $211,705 $192,613 $(117,686) $(169,592) $ 117,040 ----------------------------------------------------------------------------------------------------- Cumulative GAP $211,705 $404,318 $ 286,632 $ 117,040 $ 117,040 ----------------------------------------------------------------------------------------------------- Cumulative GAP to total assets 14.0% 26.7% 19.0% 7.7% 7.7% -----------------------------------------------------------------------------------------------------
Significant assumptions used in preparing the preceding gap table follow: (1) Floating-rate loans and debentures payable are included in the period in which their interest rates are next scheduled to adjust rather than in the period in which they mature. Fixed-rate loans and debentures payable are scheduled, including repayments, according to their contractual maturities. Deferred loan fees are excluded from this analysis; (2) securities are scheduled according to the earlier of their contractual maturity or the date in which the interest rate is scheduled to increase. The effects of possible prepayments that may result from the issuer's right to call a security before its contractual maturity date are not considered; (3) interest checking, savings and money market deposits are regarded as readily accessible withdrawable accounts; and certificates of deposit are scheduled through their maturity dates. SARBANES OXLEY ACT OF 2002 -------------------------- The requirements of Section 404 of the Sarbanes Oxley Act and Securities and Exchange Commission rules and regulations require an annual management report on the Company's internal controls over financial reporting, including, among other matters, management's assessment of the effectiveness of the Company's internal control over financial reporting, and an attestation report by the Company's independent registered public accounting firm addressing these assessments. Beginning with the Company's annual report for the year ending December 31, 2006, the Company will have to include in its annual report on Form 10-K filed with the Securities and Exchange Commission a report of management regarding the Company's internal controls over financial reporting in accordance with the above requirements. In this regard, the Company has recently begun a process to document and evaluate its internal control over financial reporting in order to satisfy these requirements. The process includes dedicating internal resources toward the adoption of a detailed work plan, which will also involve the retention of outside consultants. 36 This process is designed to (i) assess and document the adequacy of internal control over financial reporting, (ii) take steps to improve control processes, where appropriate, and (iii) verify through testing that controls are functioning as documented. To date, the Company has identified certain deficiencies in the design and operating effectiveness of its internal control over financial reporting, and it believes that they have been corrected or are in the process of being corrected. Although this process has just begun, management is not aware of any "significant deficiencies" or "material weaknesses" in the Company's internals control over financial reporting, as defined in applicable Securities and Exchange Commission rules and regulations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is the risk of loss from adverse changes in market prices and interest rates. The Company has not engaged in and accordingly has no risk related to trading accounts, commodities, foreign exchange, hedging activities, interest rate derivatives or interest rate swaps. The Company's market risk arises primarily from interest rate risk inherent in its lending and deposit-taking activities, and the issuance of its debentures. The measurement of market risk associated with financial instruments is meaningful only when all related and offsetting on-and off-balance sheet transactions are aggregated, and the resulting net positions are identified. Disclosures about the fair value of financial instruments as of December 31, 2004, which reflect changes in market prices and rates, can be found in note 20 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2004. Management believes that there have been no significant changes in the Company's market risk exposure since December 31, 2004. Management actively monitors and manages the Company's interest rate risk exposure. The primary objective in managing interest rate risk is to limit, within its established guidelines, the adverse impact of changes in interest rates on the Company's net interest income and capital. For a further discussion, see the section "Asset and Liability Management" under Item 2 of this report. ITEM 4. CONTROLS AND PROCEDURES The Company's management evaluated, with the participation of its Principal Executive and Financial Officers, the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, the Principal Executive and Financial Officers have concluded that the Company's disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports the Company files or furnishes under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and regulations, and are operating in an effective manner. The Company made no significant changes in its internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to June 30, 2005. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not Applicable ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (a) Not Applicable (b) Not Applicable (c) Not Applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES (a) Not Applicable (b) Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) An Annual Meeting of Stockholders was held on May 26, 2005. (b) Pursuant to the Company's charter and bylaws, one-third of the directors are elected by the holders of Class A common stock and two-thirds are elected by holders of Class B common stock. On all other matters, Class A and Class B common stockholders vote together as a single class. 37 Each of the persons named in the Proxy Statement dated April 21, 2005 as a nominee for Director was elected for a one-year term expiring on the date of the next annual meeting (see Item 4-c). (c) The table that follows summarizes voting results on the matter submitted to the Company's common stockholders:
FOR AGAINST OR WITHHELD ABSTAINED --------------------------------------------------------------------------- ELECTION OF DIRECTORS - CLASS A ------------------------------- Michael A. Callen 5,483,641 35,597 - Wayne F. Holly 5,138,401 380,837 - Lawton Swan, III 5,480,761 38,477 - ELECTION OF DIRECTORS - CLASS B ------------------------------- Lawrence G. Bergman 385,000 - - Jerome Dansker 385,000 - - Lowell S. Dansker 385,000 - - Paul DeRosa 385,000 - - Stephen A. Helman 385,000 - - Thomas E. Willett 385,000 - - David J. Willmott 385,000 - - Wesley T. Wood 385,000 - - ---------------------------------------------------------------------------
(d) Not Applicable ITEM 5. OTHER INFORMATION (a) Not Applicable (b) Not Applicable ITEM 6. EXHIBITS The following exhibits are filed as part of this report. 3.0 Bylaws of the Company as amended, incorporated by reference to the Company's report on Form 8-K dated June 23, 2005, wherein such document is identified as Exhibit 3.1. 4.0 Form of Indenture between the Company's subsidiary, Intervest Mortgage Corporation, and The Bank of New York incorporated by reference to Intervest Mortgage Corporation's Registration Statement on Form S-11 dated June 14, 2005, wherein such document is identified as Exhibit 4.1. 10.0 Underwriting Agreement between the Company and Ryan Beck & Co., Inc. and Sandler O'Neill & Partners, L.P. dated as of August 10, 2005 filed herewith. 31.0 Certification of the principal executive officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. 31.1 Certification of the principal financial officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. 32.0 Certification of the principal executive and financial officers pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INTERVEST BANCSHARES CORPORATION Date: August 10, 2005 By: /s/ Jerome Dansker ----------------------- Jerome Dansker, Chairman and Executive Vice President (Principal Executive Officer) Date: August 10, 2005 By: /s/ Lowell S. Dansker -------------------------- Lowell S. Dansker, Vice Chairman, President and Treasurer (Principal Financial Officer) 38 EX-10.1 2 ex10_0.txt EXHIBIT 10.0 INTERVEST BANCSHARES CORPORATION (a Delaware corporation) 1,250,000 Shares of Common Stock UNDERWRITING AGREEMENT ---------------------- This Underwriting Agreement is made and entered into this 10th day of August, 2005 by and between Intervest Bancshares Corporation, a Delaware corporation (the "Company") and Ryan Beck & Co., Inc. ("Ryan Beck") as representative of the co-managers and the underwriters named in Schedule I hereto (such syndicate of underwriters collectively referred to as the "Underwriters"). The Company hereby confirms its agreement with the Underwriters with respect to the issue and sale by the Company and the purchase by the Underwriters of 1,250,000 shares (the "Initial Securities") of the Company's $1.00 par value Class A common stock ("Common Stock"). The Company also proposes to issue and sell to the Underwriters, at the Underwriters' option, up to an additional 187,500 shares of Common Stock (the "Option Securities") as set forth herein. The term "Securities" as used herein, unless indicated otherwise, shall mean the Initial Securities and the Option Securities. The public offering price for the Securities, the purchase price to be paid by the Underwriters for the Securities, and the number of Securities to be sold to the Underwriters by the Company shall be agreed upon by the Company and the Underwriters, and such agreement shall be set forth in a separate written instrument substantially in the form of EXHIBIT A hereto (the "Price --------- Determination Agreement"). The Price Determination Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Underwriter and shall specify such applicable information as is indicated in EXHIBIT A hereto. The offering of the Securities will be governed --------- by this Agreement, as supplemented by the Price Determination Agreement. From and after the date of the execution and delivery of the Price Determination Agreement, this Agreement shall be deemed to incorporate, and all references herein to "this Agreement" shall be deemed to include, the Price Determination Agreement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (File No. 333-126493) covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), including the related preliminary prospectus, and, if such registration statement has not become effective, the Company will prepare and file, prior to the effective date of such registration statement, an amendment to such registration statement, including a final prospectus. Each prospectus used before the time such registration statement becomes effective is herein called a "preliminary prospectus." Such registration statement, at the time it becomes effective, is herein called the "Registration Statement," and the prospectus, included in the Registration Statement at the time it becomes effective is herein called the "Prospectus," except that, if any revised prospectus provided to the Underwriter by the Company for use in connection with the offering of the Securities differs from the prospectus included in the Registration Statement at the time it becomes effective (whether or not such prospectus is required to be filed pursuant to Rule 424(b) under the 1933 Act ("Rule 424(b)"), the term "Prospectus" shall refer to such revised prospectus from and after the time it is first furnished to the Underwriters for such use and distributed by the Underwriters. The Company understands that the Underwriter proposes to make a public offering of the Securities (the "Offering") as soon as possible after the Registration Statement becomes effective. The Underwriters may assemble and manage a selling group of broker-dealers that are members of the National Association of Securities Dealers, Inc. ("NASD") to participate in the solicitation of purchase orders for the Securities. It is acknowledged and agreed in connection with the proposed Offering, that (i) the Underwriter is not acting as a financial advisor to the Company and, except as specifically contemplated by the Underwriting Agreement, the Underwriter owes no duties (fiduciary or other) to the Company in connection with any aspect of the Offering of the Securities (including, without limitation, the structuring, marketing, timing, pricing, offering, allocation and distribution of the Securities) or any related matters; and (ii) the Underwriter has advised the Company that the Underwriter has agreements, arrangements, understandings and other relationships with and owe duties and obligations to third parties, including potential purchasers of the Securities, that may create or exacerbate actual, potential or apparent conflicts of interest between the issuer and the Underwriter. Section 1. Representations and Warranties. -------------------------------- (a) The Company represents and warrants to and agrees with the Underwriters that: (i) The Company meets the requirements for use of Form S-1 under the 1933 Act and, when the Registration Statement on such form shall become effective and at all times subsequent thereto up to the Closing Time referred to below (and, with respect to the Option Securities, up to the "Option Closing Time" referred to below), (A) the Registration Statement and any amendments and supplements thereto will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"); (B) neither the Registration Statement nor any amendment or supplement thereto will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (C) neither the Prospectus nor any amendment or supplement thereto will include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty does not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriter expressly for use in the Registration Statement or the Prospectus. The statements contained under the caption "Underwriting" in the Prospectus constitute the only information furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement or the Prospectus. 2 (ii) Documents previously filed either with the Commission, or, if filed by Intervest National Bank (the "Bank"), with the Federal Reserve System (the "FRB"), the Office of the Comptroller of the Currency (the "OCC") or the Federal Deposit Insurance Corporation (the "FDIC"), as predecessor filer to the Company, complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations of the Commission thereunder (the "1934 Act Regulations") as adopted by the appropriate federal banking regulator and, when read together and with the other information in the Prospectus, at the time the Registration Statement becomes effective and at all times subsequent thereto up to the Closing Time (and with respect to the Option Securities, up to the "Option Closing Time" referred to below), will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case after excluding any statement that does not constitute a part of the Registration Statement or the Prospectus pursuant to Rule 412 of the 1933 Act Regulations. (iii) Hacker, Johnson & Smith ("Hacker Johnson"), who is reporting upon the audited financial statements of the Company included or incorporated by reference in the Registration Statement, has advised the Company that it is an independent registered public accountant as required by the 1933 Act and the 1933 Act Regulations and the Public Company Accounting Oversight Board ("PCAOB"), and Hacker Johnson is, with respect to the Company and each of its subsidiaries, independent certified public accountants. Eisner LLP, who is reporting upon the audited financial statements of Intervest Mortgage Corporation, has advised the Company that it is an independent registered public accountant as required by the 1933 Act and the 1933 Act Regulations and the PCAOB, and Eisner LLP is, with respect to Intervest Mortgage Corporation and each of its subsidiaries, independent certified public accountants. (iv) The consolidated financial statements of the Company, audited and, if any, unaudited (including the notes thereto), included or incorporated by reference in the Registration Statement present fairly the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as otherwise stated therein. The financial statement schedules, if any, included in the Registration Statement present fairly the information required to be stated therein. The selected financial, pro forma and statistical data included in the Prospectus are accurate in all material respects and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited and, if any, unaudited consolidated financial statements included or incorporated by reference in the Registration Statement. The consolidated financial statements audited and, if any, unaudited (including the notes thereto relied upon by Hacker Johnson in preparing the Company's consolidated financial statements), present fairly the consolidated financial position of Intervest Mortgage Corporation and its subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of Intervest Mortgage Corporation and its subsidiaries for the periods specified. Such financial statements of Intervest Mortgage Corporation have 3 been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as otherwise stated therein. The tables and other information included in the Prospectus are in accordance with the requirements of SEC Industry Guide 3, fairly present the information shown therein and any quarterly information omitted from the Prospectus in reliance on Guide 3, General Instruction 3, does not reflect any material change from the last annual period included therein and the omission of this non-material quarterly financial information does not render the Guide 3 information provided therein misleading in any material respect. (v) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with corporate power and authority under such laws to own, lease and operate its properties and conduct its business as described in the Prospectus. Each direct and indirect subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization with corporate power and authority under such laws to own, lease and operate its properties and conduct its business as described on the prospectus. Each of the Company and its direct and indirect subsidiaries is duly qualified to transact business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases property of a nature, or transacts business of a type, that would make such qualification necessary, except to the extent that the failure to so qualify or be in good standing would not have a material adverse effect on the results of operations, the condition (financial or otherwise), earnings, business affairs, operations, stockholders' equity, assets, or business prospects of the Company and its subsidiaries, considered as one enterprise or the ability of the Company to consummate the transactions contemplated herein (a "Material Adverse Effect"). (vi) The Company is duly registered with the Board of Governors of the Federal Reserve System as a financial holding company under the Bank Holding Company Act of 1956, as amended. The Bank is an OCC chartered commercial bank subsidiary of the Company; and the deposit accounts of the Bank are insured by the Bank Insurance Fund of the FDIC up to the maximum allowable limits thereof. The Company has all such power, authority, authorization, approvals and orders as may be required to enter into this Agreement to carry out the provisions and conditions hereof and thereof and to issue and sell the Securities. (vii) All of the outstanding shares of capital stock of the Bank and Intervest Mortgage Corporation and each of the Company's other subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable and are owned by the Company directly or indirectly, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind. (viii) Except for the Bank, Intervest Mortgage Corporation, Intervest Securities Corporation, Intervest Statutory Trust I, Intervest Statutory Trust II, Intervest Statutory Trust III and Intervest Statutory Trust IV, the Company does not have any "significant subsidiaries" as defined in Rule 1-02 of Regulation S-X of the Commission. 4 (ix) The Company had at the date indicated a duly authorized and outstanding capitalization as set forth in the Prospectus under the caption "Description of Our Securities." The capital stock, trust preferred securities and other securities of the Company and the subordinated debentures of Intervest Mortgage Corporation conform in all material respects to the description thereof contained or incorporated by reference in the Prospectus and such description conforms to the rights set forth in the instruments defining the same. Except as described in the Prospectus, there are no outstanding rights (contractual or otherwise), warrants or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of, any shares of capital stock of or other equity interest in the Company. (x) This Agreement has been duly authorized, executed and delivered by the Company and, when duly executed by the Underwriter, will constitute the valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles. (xi) The Securities have been duly and validly authorized by the Company for issuance and sale to the Underwriter pursuant to this Agreement and, when issued and delivered by the Company to the Underwriter pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable. The Securities conform in all material respects to the description thereof in the Prospectus, and such description conforms in all material respects to the rights set forth in the instruments defining the same; and the issuance of the Securities is not subject to any preemptive or other similar rights. (xii) The issuance and sale of the Securities pursuant to this Agreement by the Company and the compliance by the Company with all of the provisions of the Agreement and the consummation of the transactions therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed as an exhibit to the Registration Statement to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation or Bylaws of the Company or any federal statute, rule, regulation, Delaware law or regulation or any Delaware governmental agency or body having jurisdiction over the Company or any of its subsidiaries, or any order of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets. (xiii) The issuance and sale of the Securities by the Company, the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the 5 Company or any of its properties; and no consent, approval, authorization, order, license, certificate, permit, registration or qualification of or with any such court or other governmental agency or body is required to be obtained by the Company for the issue and sale of the Securities by the Company, or the consummation by the Company of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations, licenses, certificates, permits, registrations or qualifications as have already been obtained, or as may be required under the 1933 Act or the 1933 Act Regulations, the Rules and Regulations of the NASD or the state securities laws. (xiv) Each person who is an executive officer or director of the Company or a director or officer of the Bank or Intervest Mortgage Corporation has agreed to sign an agreement substantially in the form attached hereto as EXHIBIT B (the "Lock-up Agreements"). The Company has --------- provided to counsel for the Underwriter true, accurate and complete copies of all of the Lock-up Agreements presently in effect or effected hereby. The Company hereby represents and warrants that it will not release any of its officers, directors or other shareholders from any Lock-up Agreements currently existing or hereafter effected without the prior written consent of the Underwriter. (xv) The Company has not engaged in any activity that would result in the Company being, and after giving effect to the offering and sale of the Securities, the Company will not be, an "investment company," or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"). (xvi) All of the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, and are not subject to the preemptive rights of any stockholder of the Company. (xvii) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has not been (A) any material adverse change in the results of operations, condition (financial or otherwise), earnings, business affairs, stockholders' equity, assets or business prospects of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business (a "Material Adverse Change"), (B) any transaction entered into by the Company or any subsidiary thereof, other than in the ordinary course of business, that is material to the Company and its subsidiaries, considered as one enterprise, or (C) any dividend or distribution of any kind declared, paid or made by the Company on its capital stock. None of the Company, the Bank, Intervest Mortgage Corporation or any other subsidiary of the Company has any material liability of any nature, contingent or otherwise, except as set forth in the Registration Statement and the Prospectus. (xviii) Neither the Company, the Bank, Intervest Mortgage Corporation nor any other direct or indirect subsidiary of the Company is in violation of any provision of its certificate of incorporation, charter, certificate of trust, trust agreement or bylaws, as applicable, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, 6 note, lease or other agreement or instrument to which it is a party or by which it may be bound or to which any of its respective properties may be subject, except for such defaults that, individually or in the aggregate, would not have a Material Adverse Effect. (xix) Except as disclosed in the Prospectus, there is no action, suit, proceeding or investigation before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to the knowledge of the Company, threatened against the Company, the Bank or any other subsidiary that is required to be disclosed in the Prospectus or that could reasonably be expected to result in a Material Adverse Change, or that could reasonably be expected to have a Material Adverse Effect on the properties or assets of the Company and its subsidiaries, considered as one enterprise, or that could reasonably be expected materially and adversely to affect the consummation of the transactions contemplated in this Agreement; all pending legal or governmental proceedings to which the Company, the Bank or any other direct or indirect subsidiary is a party that are not described in the Prospectus, including ordinary routine litigation incidental to its business, if decided in a manner adverse to the Company, would not have a Material Adverse Effect. (xx) There are no contracts or documents of the Company or any subsidiaries of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described and filed as required. (xxi) Each of the Company and its direct and indirect subsidiaries, including the Bank, has good and marketable title to all properties and assets described in the Prospectus as owned by it, free and clear of all liens, charges, encumbrances or restrictions, except such as (A) are described in the Prospectus or (B) are neither material in amount nor materially significant in relation to the business of the Company and its subsidiaries, considered as one enterprise; all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise are in full force and effect, and none of the Company, the Bank, Intervest Mortgage Corporation or any other subsidiary has any notice of any material claim that has been asserted by anyone adverse to the rights of the Company, the Bank, Intervest Mortgage Corporation or any other subsidiary under any such lease or sublease or affecting or questioning the rights of such corporation to the continued possession of the leased or subleased premises under any such lease or sublease. (xxii) Each of the Company and its direct and indirect subsidiaries, owns, possesses or has obtained all material governmental licenses, permits, certificates, consents, orders, approvals and other authorizations and have made all filings, applications and registrations necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as presently conducted; all such licenses, permits, certificates, consents, orders, approvals and authorizations are valid and in full force and effect, except where the invalidity would not have a Material Adverse Effect and none of the Company, the Bank, Intervest Mortgage Corporation or any other subsidiary has received any notice of any restriction upon, or any notice of proceedings relating to revocation or modification of, any such licenses, permits, certificates, 7 consents, orders, approvals or authorizations. Neither the Company, nor any of its direct or indirect subsidiaries is a party to or subject to any order, decree, directive, agreement, memorandum of understanding or similar arrangement with, or a commitment letter, supervisory letter or similar submission to, the OCC, the FRB, the FDIC, the SEC, the NASD or any other governmental entity charged with the supervision or regulation of depository institutions or engaged in the insurance of deposits (including the FDIC) or the supervision or regulation of it or any of its subsidiaries and neither the Company nor any of its subsidiaries has been advised by any of the aforementioned governmental entities that such governmental entity is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, directive, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission. (xxiii) No labor problem with the employees of the Company, the Bank, Intervest Mortgage Corporation or any other direct or indirect subsidiary of the Company exists or, to the best knowledge of the Company, is imminent such that it could result in a Material Adverse Effect, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its, the Bank's or any other subsidiary's principal suppliers, contractors or customers that could reasonably be expected to result in a Material Adverse Effect. (xxiv) Except as disclosed in the Prospectus, there are no persons with registration or other similar rights to have any securities of the Company registered pursuant to the Registration Statement or otherwise registered by the Company under the 1933 Act. (xxv) Except as disclosed in the Prospectus, the Company and its direct and indirect subsidiaries, including the Bank, own or possess all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets or other unpatented and/or unpatentable proprietary or confidential information systems or procedures), trademarks, service marks and trade names (collectively, "Patent and Proprietary Rights") currently employed by them in connection with the business now operated by them except where the failure to own, possess or acquire such Patent and Proprietary Rights would not have a Material Adverse Effect. Neither the Company, the Bank nor any other subsidiary has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Patent and Proprietary Rights, and which infringement or conflict (if the subject of any unfavorable decision, rule and refinement, singly or in the aggregate) could reasonably be expected to result in any Material Adverse Change. (xxvi) The Company and each subsidiary of the Company have filed all federal, state and local income, franchise or other tax returns required to be filed and have made timely payments of all taxes due and payable in respect of such returns, and no material deficiency has been asserted with respect thereto by any taxing authority. (xxvii) The Company's common stock is listed on the NASDAQ National Market. The Company has filed with the NASD or the NASDAQ Stock Market all documents and notices required by the NASD or the NASDAQ Stock Market of companies that have issued securities that are traded in the over-the-counter market and quotations for which are reported by the NASDAQ National Market. 8 (xxviii) None of the Company, the Bank, Intervest Mortgage Corporation or any other subsidiary of the Company has taken or will take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation, under the 1934 Act or otherwise, of the price of the Securities or the Common Stock. (xxix) None of the Company, the Bank, Intervest Mortgage Corporation or any direct or indirect subsidiary is or has been (by virtue of any action, omission to act, contract to which it is a party or by which it is bound, or any occurrence or state of facts whatsoever) in violation of any applicable foreign, federal, state, municipal or local statutes, laws, ordinances, rules, regulations and/or orders issued pursuant to foreign, federal, state, municipal or local statutes, laws, ordinances, rules, or regulations (including those relating to any aspect of securities registration or issuance, banking, bank holding companies, consumer credit, truth-in-lending, truth-in-savings, usury, currency transaction reporting, anti-money laundering and customer identification regulations, applicable state corporate law, environmental protection, transactions with affiliates, occupational safety and health and equal employment practices) heretofore or currently in effect, except such violations that have been fully cured or satisfied without recourse or that in the aggregate will not have a Material Adverse Effect. (xxx) None of the Company, the Bank, Intervest Mortgage Corporation or any other subsidiary has any agreement or understanding with any person (A) concerning the future acquisition by the Company or the Bank of a controlling interest in any entity or (B) concerning the future acquisition by any person of a controlling interest in the Company, the Bank or any other subsidiary, in either case that is required by the 1933 Act or the 1933 Act Regulations to be disclosed by the Company that is not disclosed in the Prospectus. (xxxi) Except for information provided in writing to the Company by the Underwriter about the Underwriter for use in the Prospectus, the Company has not relied upon the Underwriter or its legal or other advisors for any legal, tax, accounting or financial advice in connection with the Offering or otherwise. The Company understands that it may seek the advice of its own advisors with respect to these matters or other matters related to the Offering of the Securities. (b) Any certificate signed by any authorized officer of the Company or the Bank and delivered to the Underwriter or to counsel for the Underwriter pursuant to this Agreement shall be deemed a representation and warranty by the Company to the Underwriter as to the matters covered thereby. 9 Section 2. Sale and Delivery to the Underwriters; Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the number of Initial Securities set forth across from the name of each Underwriter on Schedule I at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or a portion of the Option Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by Ryan Beck as representative of the co-managers and the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. In the event and to the extent the Underwriters elect to purchase the Option Securities as provided herein, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company in accordance with the terms set forth herein and in the Price Determination Agreement, that portion of the number of Option Securities as to which such Underwriter shall have been exercised (as adjusted to eliminate fractional shares) determined by multiplying such number of Option Securities by a fraction, the numerator of which is the maximum number of Option Securities which such Underwriter is entitled to purchase set forth opposite the name of such Underwriter on Schedule I hereof and the denomination of which is the maximum numbers of Option Securities that all of the Underwriters are entitled to purchase hereunder. Such time and date of delivery (the "Option Closing Date") shall be determined by Ryan Beck as representative of the co-managers and the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (b) Payment of the purchase price for, and delivery of certificates for, the Common Stock issuable in connection with the Initial Securities shall be made at such place as shall be agreed upon by the Company, at 9:30 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three or more than ten full business days thereafter as the Underwriters and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at such place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of 10 immediately available funds, against delivery of the Common Stock which comprises the Initial Securities and Option Securities, as the case may be, to the Underwriters. (c) The Common Stock which comprises the Initial Securities and Option Securities, as the case may be, shall be registered in such name or names as the Underwriters may request in writing at least two business days prior to the Closing Time or the Option Closing Time, as the case may be. Section 3. Certain Covenants of the Company. The Company -------------------------------- covenants with each of the Underwriters as follows: (a) The Company will cause the Registration Statement to become effective and will notify the Underwriters immediately, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, the NASD, the NASDAQ or any state securities commission, (iii) of any request of the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement or, if the Company has elected to rely upon Rule 430A of the 1933 Act Regulations ("Rule 430A"), any amendment or supplement to the Prospectus (including documents incorporated by reference into the Registration Statement or the Prospectus) of which the Underwriters shall not previously have been advised and furnished a copy, or to which the Underwriters or counsel for the Underwriters shall reasonably object. (c) The Company has furnished or will furnish to the Underwriter as many signed and conformed copies of the Registration Statement as originally filed and of each amendment thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts as the Underwriters may reasonably request. (d) The Company will deliver or cause to be delivered to the Underwriters, without charge, from time to time until the effective date of the Registration Statement, as many copies of each preliminary prospectus as the Underwriters may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver or cause to be delivered to the Underwriter, without charge, as soon as the Registration Statement shall have become effective (or, if the Company has elected to rely upon Rule 430A, as soon as practicable after the Price Determination Agreement has been executed and delivered) and thereafter from time to time as requested by the Underwriters during the 11 period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as the Underwriters may reasonably request. (e) The Company will comply with the 1933 Act and the 1933 Act Regulations, and the 1934 Act and the 1934 Act Regulations, so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If, at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Underwriters or counsel for the Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading, in light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements. (f) The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as the Underwriters may designate and to maintain such qualifications in effect for a period of not less than one year from the effective date of the Registration Statement; provided, however, that the Company shall not be obligated to file ------------------ any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which Securities have been qualified as above provided. (g) The Company will make generally available, within the meaning of Rule 158 of the 1933 Act Regulations ("Rule 158"), to the holders of the Securities and the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement of the Company and its subsidiaries (in form complying with the provisions of Rule 158) covering a period of at least 12 months beginning after the effective date of the Registration Statement but not later than the first day of the Company's fiscal quarter next following such effective date. (h) The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under the caption "Use of Proceeds." (i) The Company, during the period when a prospectus is required by the 1933 Act to be delivered in connection with the sales of Common Stock, will cause a registration statement for the Common Stock to be effective and will file promptly all documents required to 12 be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act subsequent to the time the Registration Statement becomes effective. (j) For a period of five years after the Closing Time, the Company will furnish to the Underwriter copies of all annual reports, quarterly reports and current reports filed by the Company with the Commission, such other documents, reports, proxy statements and information as shall be furnished by the Company to its stockholders generally, and such other public information concerning the Bank, Intervest Mortgage Corporation or the Company as the Underwriter may reasonably request. (k) The Company will provide to the holders of the Common Stock annual reports containing financial statements audited by the Company's independent auditors and, upon written request, the Company's annual reports on Form 10-K or Form 10-KSB, as applicable. (l) The Company will file with the NASDAQ Stock Market or the NASD all documents and notices required by the NASDAQ Stock Market or the NASD of companies that have issued securities that are traded on the NASDAQ Stock Market. (m) The Company shall cause to be prepared by its counsel one or more "blue sky" surveys (each, a "Blue Sky Survey") for use in connection with the offering of the Securities as contemplated by the Prospectus and a copy of each Blue Sky Survey or surveys shall be delivered to each of the Company and the Underwriters. Furthermore, the Underwriters may, in their discretion, require the Company to cause any Blue Sky Survey prepared in connection with any prior public offering of the Company's securities to be updated by counsel for the Company through and as of the date hereof. (n) If, at the time the Registration Statement becomes effective, any information shall have been omitted therefrom in reliance upon Rule 430A, then the Company will prepare, and file or transmit for filing with the Commission in accordance with Rule 430A and Rule 424(b), copies of an amended Prospectus or, if required by Rule 430A, a post-effective amendment to the Registration Statement (including an amended Prospectus) containing all information so omitted. (o) The Company will, at its expense, subsequent to the issuance of the Securities, prepare and distribute to the Underwriters and counsel to the Underwriters up to 15 bound volumes and/or cds containing copies of the documents used in connection with the issuance of the Securities, as requested by the Underwriters. (p) Neither the Company nor any of its subsidiaries will, prior to the Option Closing Date or thirty (30) days after the date of this Agreement, whichever occurs first, incur any material liability or obligation, direct or contingent, or enter into any material transaction, other than in the ordinary course of business, or any transaction with a related party which is required to be disclosed in the Prospectus pursuant to Item 404 of Regulation S-K of the Commission, except as disclosed in or contemplated by the Prospectus. (q) The Company will not sell or issue, contract to sell or issue, or otherwise dispose of, for a period of 180 days after the Closing Time, without the prior written consent of 13 the Underwriters, any shares of, or any securities convertible into or exercisable for shares of, Common Stock other than in connection with any plan or arrangement described in the Prospectus. Section 4. Payment of Expenses. ------------------- (a) Whether or not the sale of the Securities by the Company is consummated, the Company agrees to pay all expenses incident to the performance of the obligations of the Company under this Agreement, including the following: (i) the preparation, printing, issuance and delivery of the certificates or entries evidencing the shares of Common Stock comprising the Securities; (ii) the fees and disbursements of the Company's counsel, accountants and other advisors; (iii) the qualification or exemption from qualification of the Securities under all applicable securities or "blue sky" laws, including filing fees and the reasonable fees and disbursements of counsel in connection therewith and in connection with the preparation of the Blue Sky Survey concerning such jurisdictions as the Underwriters may reasonably designate; (iv) the printing and delivery to the Underwriters, in such quantities as the Underwriters shall reasonably request, copies of the Prospectus, and all other documents in connection with this Agreement; (v) the filing fees and the fees and disbursements of counsel incurred in connection with the review of the Offering by the NASD; (vi) the fees for listing the Common Stock comprising the Securities on the Nasdaq SmallCap Market or the NASDAQ National Market, as applicable; (vii) the fees and expenses relating to advertising expenses, investor meeting expenses and other miscellaneous expenses relating to the marketing by the Underwriters of the Securities other than Underwriters' out-of-pocket expenses described in (b) below; and (viii) the fees and charges of any transfer agent, registrar or other agent. In the event that the Underwriters incur any such expenses on behalf of the Company, the Company will pay or reimburse the Underwriters for such expenses regardless of whether the Offering is successfully completed, and such reimbursements will not be included in the expense limitations set forth in the following paragraph. (b) In addition, the Company will reimburse the Underwriters for all reasonable out-of- pocket expenses, including legal fees and expenses of Underwriters' counsel, incurred by the Underwriter in connection with the services provided by the Underwriters to the Company pursuant to this Agreement. Such legal fees shall not exceed (i) $50,000 with regard to the Offering (excluding the out-of-pocket expenses of counsel and any "blue sky" fees and expenses), (ii) and $10,000 with regard to the Underwriters' other out-of-pocket expenses, without the approval of the Company. The Underwriters will provide a detailed accounting of the out-of-pocket expenses referred to in this paragraph, which will be paid by the Company on the Closing Time. The parties hereto acknowledge that the expense limitations set forth in this paragraph may be exceeded in the event of a material delay in the Offering that requires an update of financial or other information contained in the Prospectus. (c) If (i) the Closing Time does not occur on or before August 30, 2005, (ii) the Company abandons or terminates the Offering, or (iii) this Agreement is terminated by the Underwriter in accordance with the provisions of Section 5, (6)(i), or 9(a), the Company shall reimburse the Underwriters for its reasonable out-of-pocket expenses, as set forth in this Section 4, including the reasonable fees and disbursements of counsel for the Underwriters. 14 Section 5. Conditions of Underwriter's Obligations. The --------------------------------------- obligations of the Underwriters to purchase and pay for the Securities that it has agreed to purchase pursuant to this Agreement are subject, in the discretion of the Underwriters, to the accuracy of the representations and warranties of the Company contained herein or in certificates of the officers of the Company or any subsidiary delivered pursuant to the provisions hereof, to the execution of the Price Determination Agreement no later than 5:30 p.m. on the first business day following the date hereof, or at such later time as the Underwriters may agree in writing (in the Underwriters' sole discretion), to the performance by the Company of its obligations hereunder and to the following further conditions: (a) The Registration Statement shall have become effective no later than 4:00 p.m. on the first business day following the date hereof, or at such later time or on such later date as the Underwriter may agree to in writing; at the Closing Time, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall be pending or, to the Underwriters' knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the satisfaction of counsel for the Underwriters. If the Company has elected to rely upon Rule 430A, a prospectus containing the information required by Rule 430A shall have been filed with the Commission in accordance with Rule 424(b) (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430A). (b) At the Closing Time, the Underwriters shall have received: (i) The favorable legal opinion, dated as of the Closing Time, of Harris Beach PLLC ("Harris Beach"), counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriter, substantially in the form set forth in EXHIBIT C and a letter in the form --------- of EXHIBIT D. ---------- (ii) The favorable legal opinion, dated as of the Closing Time, of Blank Rome LLP ("Blank Rome") counsel for the Underwriter, in form and substance satisfactory to the Underwriter. In rendering their opinion, counsel may rely, to the extent such counsel deems such reliance necessary or appropriate, upon certificates of governmental officials, certificates or opinions of other counsel reasonably satisfactory to the Underwriter and, as to matters of fact, officers' certificates. The opinion of such counsel need refer only to matters of Delaware and federal law and may add other qualifications and explanations of the basis of their opinion as may be reasonably acceptable to the Underwriter. (c) At the Closing Time and again at the Option Closing Date, (i) the Registration Statement and the Prospectus, as they may then be amended or supplemented, shall contain all statements that are required to be stated therein under the 1933 Act and the 1933 Act Regulations and shall conform in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations, the Company shall have complied in all material respects with Rule 430A (if it shall have elected to rely thereon), and neither the Registration Statement nor the 15 Prospectus, as they may then be amended or supplemented, shall contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) there shall not have been, since the respective dates as of which information is given in the Prospectus, any Material Adverse Change in the condition (financial or otherwise), earnings, business affairs, assets or business prospects of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business; (iii) no action, suit or proceeding at law or in equity shall be pending or, to the knowledge of the Company, threatened against the Company or its subsidiaries that would be required to be set forth in the Registration Statement that is not set forth therein, and no proceedings, investigations or inquiries shall be pending or, to the knowledge of the Company, threatened against either of the Company or any subsidiary of the Company or any officer of the Company, the Bank or Intervest Mortgage Corporation before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding would materially adversely affect the condition (financial or otherwise), earnings, business affairs, assets or business prospects of the Company and its subsidiaries, considered as one enterprise, other than as set forth in the Prospectus; (iv) the Company shall have complied, in all material respects, with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time or Option Closing Date, as applicable; (v) the other representations and warranties of the Company set forth in Section l(a) hereof shall be accurate in all material respects as though expressly made at and as of the Closing Time or Option Closing Date, as applicable; and (vi) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose been initiated or, to the best knowledge of the Company, threatened by the Commission. At the Closing Time, the Underwriter shall have received a certificate of the President and the Chief Financial Officer of the Company, dated as of the Closing Time, to such effect. (d) At the time that this Agreement is executed by the Company, the Underwriters shall have received from each of Hacker Johnson and Eisner LLP a letter or letters, dated such date, in form and substance satisfactory to the Underwriter, confirming that they are independent registered public accountants with respect to the Company and Intervest Mortgage Corporation, respectively, within the meaning of the 1933 Act and the 1933 Act Regulations and the rules and regulations of PCAOB, and stating in effect that, with respect to the Company and Intervest Mortgage Corporation, as applicable: (i) in their opinion, the consolidated financial statements as of December 31, 2004 and 2003, and for each of the years in the three year period ended December 31, 2004 and the related financial statement schedules, if any, included or incorporated by reference in the Registration Statement and the Prospectus with respect to the Company or the consolidated financial statements as of December 31, 2004 and 2003, and for each of the years in the three year period ended December 31, 2004 and the related annual statement schedules of Intervest Mortgage Corporation relied upon in preparing the consolidated financial statements of the Company with respect to Intervest Mortgage Corporation and covered by their opinions included therein comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations and the Securities Exchange Act of 1934 (the "1934 Act") and related regulations of the SEC (the "1934 Act Regulations"); 16 (ii) on the basis of procedures (but not an audit in accordance with generally accepted accounting standards) specified by the PCAOB for a review of interim financial information as described in SAS No. 100, Interim Financial Information, including a reading of the latest available ------- --------- ----------- interim consolidated financial statements of the Company or Intervest Mortgage Corporation, as applicable, a reading of the minutes of all meetings of the Board of Directors of the Company and the Bank with respect to the Company or the minutes of all meetings of the Board of Directors of Intervest Mortgage Corporation with respect to Intervest Mortgage Corporation and of the Audit, Loan and Executive Committees of the Board of Directors of the Company and Bank with respect to the Company or the Audit Committee of Intervest Mortgage Corporation, with respect to Intervest Mortgage Corporation since March 31, 2005, inquiries of certain officials of the Company and its subsidiaries or the Intervest Mortgage Corporation and its subsidiaries, as applicable, responsible for financial and accounting matters, and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited interim consolidated financial information of the Company included or incorporated by reference in the Prospectus, if any, with respect to the Company, or the unaudited interim consolidated financial information of Intervest Mortgage Corporation included in the Company's interim consolidated financial information, with respect to the Company do not comply as to form in all material respects with applicable accounting requirements of the 1933 Act, the 1934 Act and related regulations, or are not presented in conformity with generally accepted accounting principles applied on a basis consistent with that of the audited financial statements included in the Prospectus; (B) at a specified date not more than three days prior to the date of this Underwriting Agreement, there was any increase in total borrowings, FRB borrowings, real estate owned or Federal Home Loan Bank advances of the Company and its consolidated subsidiaries or any decrease in total assets, total deposits or stockholders' equity of the Company and its consolidated subsidiaries, any increase in the number of outstanding shares of capital stock of the Company and its consolidated subsidiaries or any increase or decrease in the provision for loan losses allowance of the Company and its consolidated subsidiaries, in each case as compared with amounts shown in the financial statements at March 31, 2005 included in the Registration Statement, except in all cases for changes, increases or decreases that the Registration Statement discloses have occurred or may occur; or (C) for the period from March 31, 2005 to a specified date not more than three days prior to the date of this Agreement, there was no decrease in consolidated net interest income, non-interest income, net income or net income per share or any increase in the consolidated provision for loan losses, in each case as compared with a period of comparable length in the preceding year, except in all cases for changes, increases or decreases that the Registration Statement discloses have occurred or may occur; and 17 (iii) in addition to the procedures referred to in clause (ii) above, they have performed other specified procedures, not constituting an audit, with respect to certain amounts, percentages, numerical data and financial information appearing in the Registration Statement (including the Selected Consolidated Financial Data) (having compared such items with, and having found such items to be in agreement with, the financial statements of the Company or general accounting records of the Company, as applicable, which are subject to the Company's internal accounting controls or other data and schedules prepared by the Company from such records); and (iv) on the basis of a review of schedules provided to them by the Company, nothing came to their attention that caused them to believe that the pro forma information set forth in the Prospectus under the heading "Capitalization" had not been correctly calculated on the basis described therein. (e) At the Closing Time, the Underwriters shall have received from each of Hacker Johnson and Eisner LLP, a letter, in form and substance satisfactory to the Underwriters and dated as of the Closing Time, reaffirming the statements made in the letter(s) furnished pursuant to Section 5(d) hereof, except that the inquiries specified in Section 5(d) hereof shall be made based upon the latest available unaudited interim consolidated financial statements and the specified date referred to shall be a date not more than five days prior to the Closing Time. (f) At the Closing Time and the Option Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 5(c) hereof and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Closing Time and the Option Closing Date, as applicable, in connection with the authorization, issuance and sale of the Securities as contemplated in this Agreement shall be satisfactory in form and substance to the Underwriters and to counsel for the Underwriters. (g) The Company shall have paid, or made arrangements satisfactory to the Underwriter for the payment of, all such expenses as may be required by Section 4 hereof. (h) In the event the Underwriters exercise the option provided in Section 2 hereof to purchase all or any portion of the Option Securities, the obligations of the Underwriters to purchase the Option Securities that they have agreed to purchase shall be subject to the receipt by the Underwriters on the Option Closing Date of: (i) A certificate, dated the Option Closing Date, of the President and the Chief Financial Officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(c) hereof remains true as of the Option Closing Date; (ii) The favorable opinion of Harris Beach, counsel for the Company, addressed to the Underwriters and dated the Option Closing Date, in form satisfactory to 18 Blank Rome, counsel to the Underwriters, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 5(b)(i) hereof; (iii) The favorable opinion of Blank Rome LLP, counsel to the Underwriters, dated the Option Closing Date, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 5(b)(ii) hereof; and (iv) A letter from each of Hacker Johnson and Eisner LLP addressed to the Underwriters and dated the Option Closing Date, in form and substance satisfactory to the Underwriters and substantially the same in form and substance as the letter(s) furnished to the Underwriters pursuant to Section 5(e) hereof. (i) The Common Stock comprising the Securities shall have been qualified or registered for sale, or subject to an available exemption from such qualification or registration, under the "blue sky" or securities laws of such jurisdictions as shall have been reasonably specified by the Underwriters, and the Offering contemplated by this Agreement shall have been cleared by the NASD. (j) The Lock-Up Agreements shall have been delivered to the Underwriters. If any of the conditions specified in this Section 5 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party, except as provided in Section 4 of this Agreement. Notwithstanding any such termination, the provisions of Sections 4, 6, 7, 10 and 12 of this Agreement shall remain in effect. Section 6. Indemnification. --------------- (a) The Company agrees to indemnify and hold harmless each of the Underwriters, each officer, partner, director, employee, agent and legal counsel of the Underwriters, and each person, if any, who controls the Underwriters within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any loss, liability, claim, damage and expense whatsoever (which shall include, but not be limited to, amounts incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim or investigation whatsoever and any and all amounts paid in settlement of any claim or litigation, provided such settlement is entered into with the consent of the Company as provided herein), as and when incurred, arising out of, based upon or in connection with (i) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, contained in (A) any preliminary prospectus, the Registration Statement or the Prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto or in any document incorporated by reference therein or required to be delivered with any preliminary prospectus or the Prospectus or (B) in any application or other document or communication (collectively called an "application") executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Securities under the "blue sky" or securities laws thereof or 19 filed with the Commission, the NASD or any securities exchange, unless such statement or omission or alleged statement or omission was made in reliance upon and in conformity with written information concerning the Underwriter, this Agreement or the compensation of the Underwriters furnished to the Company by or on behalf of the Underwriter expressly for inclusion in any preliminary prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or in any application, as the case may be, or (ii) any breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement. For purposes of this section, the term "expense" shall include, but not be limited to, counsel fees and costs, court costs, out-of-pocket costs and compensation for the time spent by any of the Underwriter's directors, partners, officers, employees and counsel according to his or her normal hourly billing rates. The indemnification provisions shall also extend to all directors, partners, officers, employees, agents, legal counsel and controlling persons of each affiliate of each of the Underwriters. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each officer who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) above, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any preliminary prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or any application in reliance upon and in conformity with written information about such Underwriter, this Agreement or the compensation of the Underwriter, furnished to the Company by the Underwriter expressly for inclusion in such preliminary prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or in any application. (c) An indemnified party shall give prompt notice to each indemnifying party if any action, suit, proceeding or investigation is commenced in respect of which indemnity may be sought hereunder, but failure to notify an indemnifying party shall not relieve the indemnifying party from its obligations to indemnify hereunder, except to the extent that the indemnifying party has been prejudiced in any material respect by such failure. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defense of such action, including the employment of counsel satisfactory to the indemnified parties and the payment of all expenses of the indemnified party in connection with such action. Such indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties, unless the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such action or the indemnifying party shall not have promptly employed counsel satisfactory to such indemnified party or parties or such indemnified party or parties shall have reasonably concluded that there may be one or more legal defenses available to it or them or to other indemnified parties that are different from or additional to those available to one or more of the indemnifying parties, in any of which events such fees and expenses shall be borne by the indemnifying party and the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party or parties. The Company shall be liable for any settlement of any claim against such Underwriter (or any of its directors, officers, employees, agents, legal counsel or controlling persons) made 20 with the Company's written consent, which consent shall not be unreasonably withheld. The Company shall not, without the written consent of any Underwriter, settle or compromise any claim against such Underwriter (or any of its directors, officers, employees, agents, legal counsel or controlling persons) based upon circumstances giving rise to an indemnification claim against the Company hereunder unless such settlement or compromise provides that such Underwriter and the other indemnified parties shall be unconditionally and irrevocably released from all liability in respect to such claim. (d) In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company, on the one hand, and any Underwriter, on the other hand, shall contribute to the amount paid or payable by such indemnified persons as a result of such loss, liability, claim, damage and expense (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriter, on the other hand, from the underwriting, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriter, on the other hand, in connection with the statements, acts or omissions which resulted in such loss, liability, claim, damage and expense, and any other relevant equitable considerations. No person found liable for a fraudulent misrepresentation or omission shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation or omission. Notwithstanding the foregoing, no Underwriter shall be obligated to contribute any amount hereunder that exceeds the amount of the underwriting discount retained by it. (e) The indemnity and contribution agreements contained herein are in addition to any liability which the Company may otherwise have any of the Underwriters. (f) Neither termination nor completion of the engagement of the Underwriters nor any investigation made by or on behalf of any of the Underwriters shall affect the indemnification obligations of the Company or the Underwriters hereunder, which shall remain and continue to be operative and in full force and effect. (g) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder at Closing Time (or Option Closing Time), the non-defaulting Underwriter may, in its discretion and without obligation, arrange for it or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriter does not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriter to purchase such Securities on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriter notifies the Company that it has so arranged for the purchase of such Securities, or the Company notifies the non-defaulting Underwriter that it has so arranged for the purchase of such Securities, the non-defaulting Underwriter or the Company shall have the right to postpone such Closing Time (or Option Closing Time, as applicable) for a period of not more than seven days, in order to effect 21 whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the non-defaulting Underwriter's opinion may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (h) If, after giving effect to any arrangement for the purchase of the Securities of a defaulting Underwriter by the non-default Underwriter and the Company as provided in subsection (g) above, the aggregate number of Securities which remains unpurchased does not exceed one-tenth of the aggregate number of all of the Securities to be purchased at such Closing Time (or Option Closing Time), then the Company shall have the right to require the non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Closing Time (or Option Closing Time) and, in addition, to require the non-defaulting Underwriter to purchase the Securities of such defaulting Underwriter for which such arrangements have not been made, but nothing herein shall relieve a default Underwriter from liability for its default. (i) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter by the non-defaulting Underwriter and the Company as provided in subsection (g) above, the aggregate number of such Securities which remains unpurchased exceeds one-tenth of the aggregate number of all the Securities to be purchased at such Closing Time, or if the Company shall not exercise the right described in subsection (h) above to require the non-defaulting Underwriter to purchase Securities of the defaulting Underwriter, then this Agreement (or, with respect to the Option Closing Time, the obligations of the remaining Underwriter to purchase and of the Company to sell the Option Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company as provided in Section 4 hereof and the indemnity and contribution agreements in this Section 6 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. Section 7. Representations, Warranties and Agreements to Survive ----------------------------------------------------- Delivery. The representations, warranties, indemnities, agreements and other - -------- statements of the Company or its officers set forth in or made pursuant to this Agreement will remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters or any controlling person of the Underwriter and will survive termination of this Agreement and receipt or delivery of and payment for the Securities. Section 8. Offering by the Underwriter. The Company is advised by --------------------------- the Underwriters that the Underwriters propose to make a public offering of the Securities, on the terms and conditions set forth in the Registration Statement from time to time as and when the Underwriters deem advisable after the Registration Statement becomes effective. Section 9. Termination of Agreement. ------------------------ (a) The Underwriters may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the time of 22 execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, any Material Adverse Change; or (ii) if there has occurred any material adverse change in the financial markets of the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriters, impracticable or inadvisable to market the Securities or enforce contracts for the sale of the Securities; or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the NASD, or if trading generally on The New York Stock Exchange, Nasdaq National Market, Nasdaq SmallCap market or in the over-the-counter market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by such exchange or system or by order of the Commission, the NASD or any other governmental authority with appropriate jurisdiction over such matters, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; or (iv) if a banking moratorium has been declared by any federal, Delaware, New York or New Jersey authority; or (v) if there shall have been such material and substantial change in the market for securities in general or in political, financial or economic conditions as in the Underwriters' judgment makes it inadvisable to proceed with the offering, sale and delivery of the Securities on the terms contemplated by the Prospectus; or (vi) if the Underwriters reasonably determines (which determination shall be in good faith) that there has not been satisfactory disclosure of all relevant financial information relating to the Company in the Company's disclosure documents and that the sale of the Securities is inadvisable given such disclosures; (vii) if the events described in Section 6(i) occur; or (viii) if the Price Determination Agreement has not been executed by all the parties hereto prior to 5:30 p.m. on the first business day following the date of this Agreement. (b) If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party, except to the extent provided in Section 4 and 6(i) hereof. Notwithstanding any such termination, the provisions of Sections 4, 6, 7, 10 and 12 hereof shall remain in effect. Section 10. Notices. All notices and other communications under ------- this Agreement shall be in writing and shall be deemed to have been duly given if delivered, mailed or transmitted by any standard form of telecommunication. Notices shall be addressed as follows: If to the Underwriter: Ryan Beck & Co., Inc., as representative of the co-managers and the Underwriters 18 Columbia Turnpike Florham Park, New Jersey 07932-2289 Attention: Bruce G. Miller, Managing Director 23 with a copy to: Blank Rome LLP One Logan Square Philadelphia, PA 19103 Attention: Barry H. Genkin, Esquire If to the Company: Intervest Bancshares Corporation One Rockefeller Plaza, Suite 400 New York, NY 10020 Attention: Lowell S. Dansker, President and Vice Chairman with a copy to: Harris Beach PLLC 99 Garnsey Road Pittsford, NY 14534 Attention: Thomas E. Willett, Esquire Section 11. Parties. This Agreement is made solely for the ------- benefit of the Underwriters, and the officers, directors, employees, agents and legal counsel of the Underwriters specified in Section 6 hereof, the Company and, to the extent expressed, any person controlling the Company or the Underwriters, and the directors of the Company, its officers who have signed the Registration Statement, and their respective executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include any purchaser, as such purchaser, from the Underwriters of the Securities. Section 12. WAIVER OF TRIAL BY JURY. THE UNDERWRITERS AND THE ----------------------- COMPANY HEREBY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT. Section 13. Governing Law and Time. This Agreement shall be ---------------------- governed by the laws of the State of New Jersey. Specified times of the day refer to New York City time. Section 14. Counterparts. This Agreement may be executed in one ------------ or more counterparts, and when a counterpart has been executed by each party, all such counterparts taken together shall constitute one and the same agreement. Section 15. Miscellaneous. This Agreement, including all Exhibits ------------- hereto, constitutes the entire understanding of the parties and supercedes any and all prior negotiations of the parties with respect to this subject matter. This Agreement may be amended only in 24 writing signed by each of the parties. In the event that any term, provision or covenant herein or the application thereof to any circumstances or situation shall be invalid or unenforceable, in whole or in part, the remainder hereof and the application of said term, provision or covenant to any other circumstance or situation shall not be affected thereby, and each term, provision or covenant herein shall be valid and enforceable to the full extent permitted by law. The failure or delay by the Underwriters or the Company in exercising any right, power or privilege hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. If the Public Offering is consummated, the Underwriters may, at their option and expense, place an announcement in such newspapers and periodicals as the Underwriters may choose stating that the Underwriters have so acted, and the capacity in which they acted. [The remainder of this page has been left blank intentionally.] 25 IN WITNESS WHEREOF, the parties hereto have signed this Agreement and have declared it effective as of the date written above. INTERVEST BANCSHARES CORPORATION By: /s/ Lowell S. Dansker ----------------------- Lowell S. Dansker President and Vice Chairman RYAN BECK & CO., INC., AS REPRESENTATIVE OF THE CO-MANAGERS AND THE UNDERWRITERS By: /s/ Bruce G. Miller ------------------- Bruce G. Miller Managing Director 26
SCHEDULE I ---------- Number of Option Securities to be Total number of Initial purchased if Maximum Option is Underwriter Securities Exercised - -------------------------------- ----------------------- --------------------------------- Ryan Beck & Co., Inc. 1,000,000 150,000 Sandler O'Neill & Partners, L.P. 250,000 37,500 Total 1,250,000 187,500
EX-31.0 3 ex31_0.txt EXHIBIT 31.0 EXHIBIT 31.0 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jerome Dansker, as the principal executive officer of Intervest Bancshares Corporation and Subsidiaries (the "Company"), certify that: 1. I have reviewed this report on Form 10-Q for the quarter ended June 30, 2005 of the Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238; 34-47986]; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 10, 2005 /s/ Jerome Dansker -------------------- Jerome Dansker, Chairman and Chief Executive Officer (Principal Executive Officer) EX-31.1 4 ex31_1.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Lowell S. Dansker, as the principal financial officer of Intervest Bancshares Corporation and Subsidiaries (the "Company"), certify that: 1. I have reviewed this report on Form 10-Q for the quarter ended June 30, 2005 of the Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238; 34-47986]; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 10, 2005 /s/ Lowell S. Dansker ------------------------ Lowell S. Dansker, Vice Chairman, President and Treasurer (Principal Financial Officer) EX-32.0 5 ex32_0.txt EXHIBIT 32.0 EXHIBIT 32.0 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (the "Report") by Intervest Bancshares Corporation (the "Company"), each of the undersigned, as the principal executive and principal financial officers of the Company, hereby certifies pursuant to 18 U.S.C. Sec.. 1350, as adopted pursuant to Sec.. 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Jerome Dansker - ------------------ Jerome Dansker, Chairman and Chief Executive Officer (Principal Executive Officer) August 10, 2005 /s/ Lowell S. Dansker - --------------------- Lowell S. Dansker, Vice Chairman, President and Treasurer (Principal Financial Officer) August 10, 2005 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----