Intervest Bancshares Corporation
Proposed Ticker:INBA 10 Rockefeller Plaza, Suite 1015
Exchange:NASDAQ-Small Cap Market New York, NY 10020
Industry:Financial (SIC Code 6035) (212) 757-7300
# of Employees:25

Filing Information
Type of Shares:Class A Common Shares Filing Date:8/12/97
U.S. Shares Filed:400,000 Filing Price:$15.00
Non-U.S. Shares Filed:0 Offering Amount: $6,000,000
Primary Shares:400,000 Expenses:$120,000
Secondary Shares:0 Shares Out After:1,300,000

Primary Underwriting Group
ManagerTierPhone
Sage, Rutty & Co., Inc.Lead Manager (716) 232-3760

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Harris Beach & Wilcox LLP
Bank's Law Firm: Harter, Secrest & Emery
Auditor: Hacker, Johnson, Cohen & Grieb
Registrar/Transfer Agent: Bank of New York

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$6.49$4.37$2.94Assets:$117.54
Net Income:$0.56$0.35$0.24Curr Assets:$3.84
EPS:$0.51$0.32$0.22Liabilities:$107.44
Prior EPS:$0.25$1.08$1.51Curr Liabilities:$104.86
Cash Flow/Oper:$2.01$11.41$9.68Equity:$10.09
Cash Flow/Fin:$34.85-$14.98-$15.27Cash:$3.84
Cash Flow/Inv:-$39.09-$14.98Working Cap:-$101.03

Business Description
The company is a bank holding company whose only subsidiary is Intervest Bank, a Florida chartered bank. The bank is a community oriented, full service, commercial bank serving the Clearwater area of the State of Florida. The Company owns approximately 96% of the issued and outstanding shares of the Bank. The Bank is a community- oriented, full service, commercial bank serving the Clearwater area of the State of Florida. The principal business of the Bank is to attract deposits and to loan or invest those deposits on profitable terms. The Bank offers a variety of deposit accounts which are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $100,000 per depositor. The lending of the Bank consists primarily of commercial loans, real estate loans and consumer loans. The Bank is one of several providers of funds for such purposes in its market area, and its lending policies, deposit products and related services are intended to meet the needs of individuals and businesses in its market area. As of June 30, 1997, the Company had consolidated assets and deposits of $117.5 million and $104.9 million, respectively.

Competition
Competition in the banking and financial services industry is intense. In its primary market area, the Bank competes with other commercial banks, savings and loan associations, credit unions, finance companies, mutual funds, insurance companies and brokerage and investment banking firms operating locally and elsewhere. Most of these competitors have substantially greater resources and lending limits than the Bank and may offer certain services, that the Bank does not provide at this time. The profitability of the Company depends upon the Bank's ability to compete in its market areas.

Business Plan
A principal objective of the Bank's asset/liability management strategy is to minimize the Bank's exposure to changes in interest rates by maintaining a balanced interest rate risk position. This strategy is overseen in part through the direction of the Asset and Liability Committee of the Bank (the "ALCO Committee") which establishes policies and monitors results to control interest rate sensitivity. Management's strategy is to maintain a balanced interest rate risk position to protect its net interest margin from market fluctuations. To this end, the ALCO Committee reviews, on a monthly basis, the maturity and repricing of assets and liabilities. The ALCO Committee has adopted a goal of achieving and maintaining a six-month ratio between rate sensitive assets to rate sensitive liabilities of .80 to 1.20.

Use of Proceeds
The proceeds from the proposed offering will be used to further increase its capital and for general corporate purposes, including the financing of the expansion of the company's operations through acquisitions, and the infusion of capital to the bank and any future subsidiaries of the company.

Additional Underwriter Compensation
Warrant to purchase 40,000 shares/units at a nominal price.

Warrant Information
# of Units:400,000
Unit Ticker: - Unit Price:$15.00
Warrant Ticker:INBAW Warrant Price:
Warrant Exercise Date: Warrant Exercise Price:
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: No
Unit Composition: 1 Class A Common Share + 1 Warrant
Warrant Entitlement: 1 Class A Common Share


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