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 | |
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934 FOR THE TRANSITION PERIOD
FROM__________TO________
|
Maryland
|
52-2063921
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
65
East 55th
Street, New York, New York
|
10022
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
212-632-8697
|
||
(Registrant’s
telephone number, including area code)
|
(N/A)
|
||
(Former
name, former address and former fiscal year, if changed since
last
report)
|
||
Class |
Outstanding
at July 20,
2005
|
|||
Common Stock par value $0.01 per share |
100
|
|||
Page
|
|
Item
1. Financial Statements
|
|
Balance
Sheets - As
of June 30, 2005 and December 31, 2004
|
1
|
Statements
of Income - For
the three-month and six-month periods ended June 30, 2005 and
2004
|
2
|
Statements
of Stockholders’ Equity - For
the three-month and six-month periods ended June 30, 2005 and
2004
|
3
|
Statements
of Cash Flows - For
the six-month periods ended June 30, 2005 and 2004
|
4
|
Notes
to the financial statements
|
5
|
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
8
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
10
|
Item
4. Controls and Procedures
|
10
|
Part
II. OTHER INFORMATION :
|
|
Item
1. Legal Proceedings
|
11
|
Item
6. Exhibits
|
11
|
NB
CAPITAL CORPORATION
|
|||||||||
BALANCE
SHEETS
|
June
30,
|
December
31,
|
||||||
2005
|
2004
|
||||||
(in thousands of US dollars) |
(Unaudited)
|
||||||
Assets | $ |
$
|
|||||
Current | |||||||
Cash
and cash equivalents
|
70,032
|
58,327
|
|||||
Due
from an affiliated company
|
11,751
|
9,474
|
|||||
Promissory
notes - current portion
|
75,885
|
51,678
|
|||||
Accrued
interest on cash equivalents
|
10
|
26
|
|||||
Prepaid
expenses
|
16
|
30
|
|||||
157,694
|
119,535
|
||||||
Promissory
notes
|
324,421
|
358,228
|
|||||
482,115
|
477,763
|
||||||
Liabilities
|
|||||||
Current
|
|||||||
Due
to the parent company
|
388
|
414
|
|||||
Accounts
payable
|
45
|
30
|
|||||
433
|
444
|
||||||
Stockholders'
equity
|
|||||||
Capital
stock and Additional paid-in capital
|
476,764
|
476,764
|
|||||
Retained
earnings
|
4,918
|
555
|
|||||
481,682
|
477,319
|
||||||
482,115
|
477,763
|
||||||
See
accompanying notes to the financial statements.
|
NB
CAPITAL CORPORATION
|
|||||||||
STATEMENTS
OF INCOME
|
(Unaudited)
|
|||||||||||||
Three-month
periods ended
|
Six-month
periods ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
(
in thousands of US dollars )
|
2005
|
2004
|
2005
|
2004
|
|||||||||
$
|
$
|
$
|
$
|
||||||||||
Revenue
|
|||||||||||||
Interest
income
|
|||||||||||||
Cash
equivalents
|
270
|
83
|
496
|
163
|
|||||||||
Promissory
notes
|
8,709
|
9,257
|
17,371
|
18,062
|
|||||||||
8,979
|
9,340
|
17,867
|
18,225
|
||||||||||
Expenses
|
|||||||||||||
Servicing
and advisory fees
|
388
|
391
|
801
|
782
|
|||||||||
Legal
and other professional fees
|
92
|
74
|
167
|
128
|
|||||||||
480
|
465
|
968
|
910
|
||||||||||
Net
income
|
8,499
|
8,875
|
16,899
|
17,315
|
|||||||||
Preferred
stock dividends
|
6,268
|
6,267
|
12,536
|
12,534
|
|||||||||
Income
available to common stockholders
|
2,231
|
2,608
|
4,363
|
4,781
|
|||||||||
Weighted-average
number of common shares outstanding
|
100
|
100
|
100
|
100
|
|||||||||
Earnings
per common share - basic and diluted
|
22
|
26
|
44
|
48
|
|||||||||
See
accompanying notes to the financial statements.
|
NB
CAPITAL CORPORATION
|
||||||||||||
STATEMENTS
OF STOCKHOLDERS'
EQUITY
|
(Unaudited)
|
|||||||||||||
Three-month
periods ended
|
Six-month
periods ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
(
in thousands of US dollars )
|
2005
|
2004
|
2005
|
2004
|
|||||||||
$
|
$
|
$
|
$
|
||||||||||
PREFERRED
STOCK
|
|
|
|
|
|||||||||
Balance,
beginning and end of period
|
3
|
3
|
3
|
3
|
|||||||||
COMMON
STOCK AND PAID-IN CAPITAL
|
|||||||||||||
Balance,
beginning and end of period
|
476,761
|
476,761
|
476,761
|
476,761
|
|||||||||
RETAINED
EARNINGS
|
|||||||||||||
Balance,
beginning of period
|
2,687
|
3,836
|
555
|
1,663
|
|||||||||
Net
income
|
8,499
|
8,875
|
16,899
|
17,315
|
|||||||||
Preferred
stock dividends
|
(6,268
|
)
|
(6,267
|
)
|
(12,536
|
)
|
(12,534
|
)
|
|||||
Balance,
end of period
|
4,918
|
6,444
|
4,918
|
6,444
|
|||||||||
TOTAL
STOCKHOLDERS' EQUITY
|
481,682
|
483,208
|
481,682
|
483,208
|
|||||||||
See
accompanying notes to the financial statements.
|
NB
CAPITAL CORPORATION
|
|||||||||
STATEMENTS
OF CASH FLOWS
|
(Unaudited)
|
|||||||
Six-month
periods
|
|||||||
ended
June 30,
|
|||||||
(
in thousands of US dollars )
|
2005
|
2004
|
|||||
OPERATING
ACTIVITIES
|
|||||||
$
|
$
|
||||||
Net
income
|
16,899
|
17,315
|
|||||
Items
not affecting cash resources
|
|||||||
Prepaid
expenses
|
14
|
12
|
|||||
Due
from an affiliated company
|
(2,277
|
)
|
(2,872
|
)
|
|||
Due
to the parent company
|
(26
|
)
|
(24
|
)
|
|||
Accounts
payable
|
15
|
(5
|
)
|
||||
Accrued
interest receivable on cash equivalents
|
16
|
5
|
|||||
Net
cash provided by operating activities
|
14,641
|
14,431
|
|||||
FINANCING
ACTIVITIES
|
|||||||
Dividends
|
(12,536
|
)
|
(12,534
|
)
|
|||
Net
cash used in financing activities
|
(12,536
|
)
|
(12,534
|
)
|
|||
INVESTING
ACTIVITIES
|
|||||||
Investment
in promissory notes
|
(73,038
|
)
|
(76,053
|
)
|
|||
Repayments
of promissory notes
|
82,638
|
110,485
|
|||||
Net
cash provided by investing activities
|
9,600
|
34,432
|
|||||
Cash
and cash equivalents, beginning of period
|
58,327
|
19,406
|
|||||
Cash
and cash equivalents, end of period
|
70,032
|
55,735
|
|||||
See
accompanying notes to the financial statements.
|
1) |
Incorporation
and nature of operations
|
2) |
Significant
accounting policies
|
3) |
Promissory
notes
|
Promissory
notes as of December
31, 2004
|
$
|
409,906
|
||
Acquisitions
|
73,038
|
|||
Principal
repayments
|
(82,638
|
)
|
||
Promissory
notes as of June
30, 2005
|
$
|
400,306
|
||
2005
|
$
|
25,536
|
2011
|
$
|
73,370
|
|||||
2006
|
$
|
90,385
|
2012
|
$
|
43,571
|
|||||
2007
|
$
|
31,730
|
2013
|
$
|
8,735
|
|||||
2008
|
$
|
28,841
|
2014
|
$
|
4,333
|
|||||
2009
|
$
|
39,124
|
2015
|
$
|
8,585
|
|||||
2010
|
$
|
46,096
|
4) |
Transactions
with an affiliated company
|
5) |
Transactions
with the parent company
|
6) |
Stockholders'
equity
|
· |
100
shares have been authorized and issued to the
Bank.
|
· |
300,000
shares of preferred stock have been authorized and issued as 8.35%
Non-cumulative Exchangeable Preferred Stock, Series A (“Series A Preferred
Shares”), non-voting, ranked senior to the common stock and junior to the
Adjustable Rate Cumulative Senior Preferred Shares, with a liquidation
value of $1,000 per share, redeemable at the Company's option on
or after
September 3, 2007, except upon the occurrence of certain changes
in tax
laws in the United States or in Canada, on or after September 3,
2002.
These Series A Preferred Shares are traded on the New York Stock
Exchange
in the form of Depository Shares, each Depository Share representing
a
one-fortieth interest therein.
|
· |
Each
Series A Preferred Share is exchangeable, upon the occurrence of
certain
events, for one newly issue 8.45% Non-cumulative First Preferred
Share,
Series Z, of the Bank.
|
· |
1,000
shares of preferred stock have been authorized (110 issued) as Adjustable
Rate Cumulative Senior Preferred Shares, non-voting, ranked senior
to the
common stock and to the Series A Preferred Shares with a liquidation
value
of $3,000 per share, redeemable at the Company's option at any time
and
retractable at the holder's option on December 30, 2007 and every
ten-year
anniversary thereof.
|
ITEM
6.
|
EXHIBITS
|
||
Exhibit
No.
|
Description
|
||
11
|
Computation
of Earnings Per Share
|
||
31.1
|
Certification
of Chairman and President pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
||
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
||
32.1
|
Written
Statement of Chairman and President Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
|
||
32.2
|
Written
Statement of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. Section
1350)
|
NB CAPITAL CORPORATION | ||
|
|
|
Date: August 8, 2005 | By: | /s/ Serge Lacroix |
|
||
Serge
Lacroix
Chairman of the Board and
President
|
|
|
|
Date: August 8, 2005 | By: | /s/ Jean Dagenais |
|
||
Jean
Dagenais
Chief Financial
Officer
|