SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30,2002 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 1-14103 NB CAPITAL CORPORATION (Exact name of registrant as specified in its charter) Maryland 52-2063921 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 125 West 55th Street, New York, New York 10019 (Address of principal executive offices) (Zip Code) 212-632-8532 (Registrant's telephone number, including area code) (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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ Applicable only to issuers involved in bankruptcy proceedings during the preceding five years: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes ______ No ______ Applicable only to corporate issuers: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at August 14, 2002 Common Stock par value $0.01 per share 100 NB CAPITAL CORPORATION Index ----- Page ---- Part I. FINANCIAL INFORMATION: Item 1. Financial Statements Balance Sheets - As of June 30, 2002 and December 31, 2001 1 Statements of Income - For the three month and six month periods ended June 30, 2002 and 2001 2 Statements of Stockholders' Equity - For the three month and six month periods ended June 30, 2002 and 2001 3 Statements of Cash Flows - For the six month periods ended June 30, 2002 and 2001 4 Notes to the financial statements 5 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 8 Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11 -------------------------------------------------------------------------------- This report contains certain forward-looking statements and information relating to NB Capital Corporation (the "Company" or "NB Capital") that are based on the beliefs of the Company's management as well as assumptions made by and information currently available to the Company's management. When used in this report, the words "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company or the Company's management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company's management with respect to future events and the Company's future performance and are subject to certain risks, uncertainties and assumptions. Should management's current view of the future or underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. The Company does not intend to update these forward-looking statements. References to $ are to United States dollars; references to C$ are to Canadian dollars. As of June 30, 2002, the Canadian dollar exchange rate was C$1.5162 = $1.00 and certain amounts stated herein reflect such exchange rate. NB CAPITAL CORPORATION BALANCE SHEETS June 30, December 31, ( in U.S. dollars ) 2002 (1) 2001 --------------------------------------------------------------------------------------------------------------------- Assets Cash and cash equivalents $ 10,012,275 $ 53,765,605 Due from an affiliated company 8,260,850 12,132,195 Promissory notes 469,028,122 415,882,966 Accrued interest on cash equivalents 1,208 6,710 ----------------------------------------------------------------------------------------------------------- 487,302,455 481,787,476 =========================================================================================================== Liabilities Due to the parent company 347,220 330,731 Accounts payable 34,718 48,975 ----------------------------------------------------------------------------------------------------------- 381,938 379,706 ----------------------------------------------------------------------------------------------------------- Stockholders' equity Preferred stock, $0.01 par value per share; 10,000,000 shares authorized, 110 Senior preferred shares issued and outstanding 1 1 300,000 Series A shares issued and outstanding 3,000 3,000 Common stock, $0.01 par value per share; 1,000 shares authorized, 100 shares issued and outstanding 1 1 Additional paid-in capital 476,761,014 476,761,014 Retained earnings 10,156,501 4,643,754 ----------------------------------------------------------------------------------------------------------- 486,920,517 481,407,770 ----------------------------------------------------------------------------------------------------------- 487,302,455 481,787,476 =========================================================================================================== --------------------------------------------------------------------------------------------------------------------- (1) Unaudited See accompanying notes to financial statements. -1- NB CAPITAL CORPORATION STATEMENTS OF INCOME (Unaudited) Three month periods ended June 30, (in U.S. dollars) 2002 2001 ---------------------------------------------------------------------------------------------------------- Revenue Interest income Cash equivalents $ 140,079 $ 529,679 Promissory notes 9,121,284 8,073,195 ---------------------------------------------------------------------------------------------------------- 9,261,363 8,602,874 ---------------------------------------------------------------------------------------------------------- Expenses Servicing and advisory fees 347,227 324,937 Legal and other professional fees 45,341 58,946 ---------------------------------------------------------------------------------------------------------- 392,568 383,883 ---------------------------------------------------------------------------------------------------------- Net income 8,868,795 8,218,991 Preferred stock dividends 6,267,639 6,270,288 ---------------------------------------------------------------------------------------------------------- Income available to common stockholders 2,601,156 1,948,703 ========================================================================================================== Weighted average number of common shares outstanding 100 100 ---------------------------------------------------------------------------------------------------------- Earnings per common share - basic 26,012 19,487 ========================================================================================================== Six month periods ended June 30 (in U.S. dollars) 2002 2001 ---------------------------------------------------------------------------------------------------------- Revenue Interest income Cash equivalents $ 248,842 $ 1,125,277 Promissory notes 18,609,154 17,099,859 ---------------------------------------------------------------------------------------------------------- 18,857,996 18,225,136 ---------------------------------------------------------------------------------------------------------- Expenses Servicing and advisory fees 695,017 673,069 Legal and other professional fees 114,952 100,213 ---------------------------------------------------------------------------------------------------------- 809,969 773,282 ---------------------------------------------------------------------------------------------------------- Net income 18,048,027 17,451,854 Preferred stock dividends 12,535,280 12,540,576 ---------------------------------------------------------------------------------------------------------- Income available to common stockholders 5,512,747 4,911,278 ========================================================================================================== Weighted average number of common shares outstanding 100 100 ---------------------------------------------------------------------------------------------------------- Earnings per common share - basic 55,127 49,113 ========================================================================================================== -------------------------------------------------------------------------------- See accompanying notes to financial statements. -2- NB CAPITAL CORPORATION STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) Three month periods ended June 30, ( in U.S. dollars ) 2002 2001 --------------------------------------------------------------------------------------------------------- PREFERRED STOCK Balance, beginning and end of period $ 3,001 $ 3,001 ---------------------------------------------------------------------------------------------------- COMMON STOCK AND PAID-IN CAPITAL Balance, beginning and end of period 476,761,015 476,761,015 ---------------------------------------------------------------------------------------------------- RETAINED EARNINGS Balance, beginning of period 7,555,345 6,387,251 Net income 8,868,795 8,218,991 Preferred stock dividends (6,267,639) (6,270,288) ---------------------------------------------------------------------------------------------------- Balance, end of period 10,156,501 8,335,954 ---------------------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY 486,920,517 485,099,970 ========================================================================================================= Six month periods ended June 30 ( in U.S. dollars ) 2002 2001 --------------------------------------------------------------------------------------------------------- PREFERRED STOCK Balance, beginning and end of period $ 3,001 $ 3,001 ---------------------------------------------------------------------------------------------------- COMMON STOCK AND PAID-IN CAPITAL Balance, beginning and end of period 476,761,015 476,761,015 ---------------------------------------------------------------------------------------------------- RETAINED EARNINGS Balance, beginning of period 4,643,754 3,424,676 Net income 18,048,027 17,451,854 Preferred stock dividends (12,535,280) (12,540,576) ---------------------------------------------------------------------------------------------------- Balance, end of period 10,156,501 8,335,954 ---------------------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY 486,920,517 485,099,970 ========================================================================================================= See accompanying notes to financial statements. -------------------------------------------------------------------------------- -3- NB CAPITAL CORPORATION STATEMENTS OF CASH FLOWS (Unaudited) Six month periods ended June 30 (in U.S. dollars) 2002 2001 -------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net income $ 18,048,027 $ 17,451,854 Items not affecting cash resources Due from an affiliated company 3,871,345 (10,899,829) Due to the parent company 16,489 22,447 Accounts payable (14,257) (3,387) Accrued interest receivable on cash equivalents 5,502 74,920 -------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 21,927,106 6,646,005 -------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES Dividends (12,535,280) (14,040,576) -------------------------------------------------------------------------------------------------------------------- Net cash used in financing activities (12,535,280) (14,040,576) -------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Investment in promissory notes (136,087,443) (228,537,191) Repayments of promissory notes 82,942,287 142,767,073 -------------------------------------------------------------------------------------------------------------------- Net cash used in investing activities (53,145,156) (85,770,118) -------------------------------------------------------------------------------------------------------------------- Cash position, beginning of period 53,765,605 97,133,758 -------------------------------------------------------------------------------------------------------------------- Cash position, end of period 10,012,275 3,969,069 ==================================================================================================================== -------------------------------------------------------------------------------- See accompanying notes to financial statements. -4- NB CAPITAL CORPORATION NOTES TO THE FINANCIAL STATEMENTS June 30, 2002 (unaudited) (in U.S. dollars) 1) Incorporation and nature of operations NB Capital Corporation (the "Company") was incorporated in the State of Maryland on August 20, 1997. The Company's principal business is to acquire, hold, finance and manage mortgage assets. The Company issued, through an Offering Circular dated August 22, 1997, $300 million of preferred stock and simultaneously, National Bank of Canada, the parent company, made a capital contribution in the amount of $183 million. The Company used the aggregate net of proceeds of $477 million to acquire promissory notes of NB Finance, Ltd., a wholly-owned subsidiary of National Bank of Canada. 2) Significant accounting policies Financial statements The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in U.S. dollars. The interim financial statements for the three month and six month periods are unaudited, however, the financial statements include, in the opinion of management, all adjustments necessary for a fair presentation. The unaudited financial statements should be read in conjunction with the audited financial statements included in the Company's annual report filed on form 10-K. The results of the interim financial statements may not be indicator of the results anticipated in the full year. Promissory notes In accordance with Statements of Financial Accounting Standards ("SFAS") No.115 "Accounting for certain Investments in debt and equity Securities" and based on the Company's intentions regarding these instruments, the Company has classified the Promissory notes as held to maturity and has accounted for them at amortized cost. Income taxes The Company has elected to be taxed as a Real Estate Investment Trust ("REIT") under the Internal Revenue Code of 1986, as amended, and accordingly, is generally not subject for United States federal income tax to the extent that it distributes at least 90% of its taxable income to its stockholders, maintains its qualification as a REIT and complies with certain other requirements. Per share data Basic earnings per share with respect to the Company for the three-month periods ended June 30, 2002 and 2001 are computed based upon the weighted average number of common shares outstanding during the period. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. - 5 - NB CAPITAL CORPORATION NOTES TO THE FINANCIAL STATEMENTS June 30, 2002 (unaudited) (in U.S. dollars) 3) Promissory notes The Company entered into loan agreements evidenced by promissory notes with NB Finance, Ltd., an affiliated company. The promissory notes are collateralized only by mortgage loans which are secured by residential first mortgages and insured by the Canada Mortgage and Housing Corporation. The promissory notes have maturities ranging from July 2002 to September 2009, at rates ranging from 7.312% to 10.211%, with a weighted average rate of approximately 8.317% per annum. These rates approximate market interest rates for loans of similar credit and maturity provisions and, accordingly, management believes that the carrying value of the promissory notes receivable approximates their fair value. Promissory notes as of March 31, 2002 $ 441,531,129 Acquisitions 64,221,363 Principal repayments (36,724,370) ---------------------------------------------------------------------- Promissory notes as of June 30, 2002 $ 469,028,122 ---------------------------------------------------------------------- The scheduled principal repayments as of June 30, 2002 are as follows: 2002 $13,547,313 2008 26,021,820 2003 83,837,861 2009 26,596,199 2004 126,681,116 2005 100,649,369 2006 83,436,369 2007 8,258,075 4) Transactions with an affiliated company During the quarters ended June 30, 2002 and June 30, 2001, the Company earned interest from NB Finance, Ltd. on the promissory notes in the amount of $9,121,284 and $8,073,195, respectively (see Note 3). The amount of $8,260,850 due from an affiliated company as of June 30, 2002 and $12,132,195 as of December 31, 2001 represent interest and principal repayments due on the promissory notes. 5) Transactions with the parent company The Company entered into agreements with National Bank of Canada in relation to the administration of the Company's operations. The agreements are as follows: Advisory agreement In exchange for a fee equal to $30,000 per year ($25,000 in 2001), payable in equal quarterly installments, National Bank of Canada will furnish advice and recommendations with respect to all aspects of the business and affairs of the Company. During the three-month periods ended June 30, 2002 and June 30, 2001, fees of $7,500 and $6,250, respectively were charged to the Company. - 6 - NB CAPITAL CORPORATION NOTES TO THE FINANCIAL STATEMENTS June 30, 2002 (unaudited) (in U.S. dollars) 5) Transactions with the parent company (continued) Servicing agreement National Bank of Canada will service and administer the promissory notes and the collateralized mortgage loans and will perform all necessary operations in connection with such servicing and administration. The fee will equal to one-twelfth (1/12) of 0.25% per annum of the aggregate outstanding balance of the collateralized mortgage loans as of the last day of each calendar month. For the three-month periods ended June 30, 2002 and June 30, 2001, the average outstanding balance of the collateralized mortgage loans were $547,208,233 and $524,873,644, respectively. During the three-month periods ended June 30, 2002 and June 30, 2001, fees of $339,727 and $318,687 respectively, were charged to the Company. Custodial agreement National Bank of Canada will hold all documents relating to the collateralized mortgage loans. During the three-month periods ended June 30, 2002 and June 30, 2001, no fee was charged to the Company. 6) Stockholders' equity Common stock The Company is authorized to issue up to 1,000 shares of $ 0.01 par value common stock. Preferred stock The Company is authorized to issue up to 10,000,000 shares of $0.01 par value preferred stock as follows: o 300,000 shares authorized and issued as 8.35% Non-cumulative Exchangeable Preferred Stock, Series A, 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 of America and in Canada, on or after September 3, 2002. o Each Series A share is exchangeable, upon the occurrence of certain events, for one newly issue 8.45% Non-cumulative First Preferred Share, Series Z, of National Bank of Canada. o These Series A shares are traded in the form of Depositary Shares, each representing a one-fortieth interest therein. o 1,000 shares authorized and 110 shares issued as Adjustable Rate Cumulative Senior Preferred Shares, non-voting, ranked senior to the common stock and to the 8.35% Non-cumulative Exchangeable Preferred Stock, Series A, 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. - 7 - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS The Company's principal business objective is to acquire, hold, finance and manage assets consisting of obligations secured by real property as well as other qualifying REIT assets ("Mortgage Assets"). The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended and, accordingly, is generally not liable for United States federal income tax to the extent that it distributes at least 90% of its taxable income, subject to certain adjustments, to its stockholders. Critical accounting policies We believe that there are no critical accounting policies in connection with the preparation of the financial statements of NB Capital Corporation. Results of operations: For the three-month periods ended June 30, 2002 and June 30, 2001, the Company reported net income of $8,868,795 and $8,218,991, respectively. Revenues, which were comprised entirely of interest income, were $9,261,363 and $8,602,874 respectively, and expenses were $392,568 and $383,883, respectively. Since the Company has elected to be taxed as a REIT, no income tax was recorded during the period. Ninety-eight percent of revenues for the three-month period ended June 30, 2002 and ninety-four percent of revenues for the three-month period ended June 30, 2001 were derived from the Mortgage Assets issued by NB Finance, Ltd., an affiliated company ("NB Finance"). The Mortgage Assets issued by NB Finance are collateralized by the "Mortgage Loans" that consist of fifty-one pools of residential first mortgages insured by Canada Mortgage and Housing Corporation and which are secured by real property located in Canada. The balance of the revenues result from interest on cash equivalents. Expenses for the three-month periods ended June 30, 2002 and 2001 totaled $392,568 and $383,883, respectively, of which $347,227 and $324,937, respectively, represent servicing and advisory fees paid to National Bank of Canada, the Company's direct parent (the "Bank") pursuant to the Servicing Agreement between the Bank and the Company (the "Servicing Agreement") and the Advisory Agreement between the Bank and the Company (the"Advisory Agreement"), whereby the Bank performs all necessary operations in connection with administering the Mortgage Assets issued by NB Finance and the Mortgage Loans. Legal and other professional fees include payment to the transfer agent, annual fees to Securities Exchange Commission and other professional fees. During the three-month period ended June 30, 2002, the Board of Directors of the Company authorized dividends, in the aggregate, of $6,267,639,compared to 6,270,288 for the three-month period ended June 30, 2001, on its Preferred Stock (i.e., Adjustable Rate Cumulative Senior Preferred Shares (the "Senior Preferred Shares") and 8.35% Non-cumulative Exchangeable Preferred Stock, Series A (the "Series A Preferred Shares") and, accordingly, the Depositary Shares). Such dividends were paid on June 28, 2002. - 8 - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS (continued) Capital Resources and Liquidity: The Company's revenues are derived from its Mortgage Assets. As of June 30, 2002, $469 million of Mortgage Assets issued by NB Finance were over-collaterized by the C$895 million ($590 million) of Mortgage Loans. The Company believes that the amounts generated from the payment of interest and principal on such Mortgage Loans will provide more than sufficient funds to make full payments with respect to the Mortgage Assets issued by NB Finance and that such payments will provide the Company with sufficient funds to meet its operating expenses and to pay quarterly dividends on the Senior Preferred Shares and the Series A Preferred Shares and, accordingly, the Depositary Shares. To the extent that the cash flow from its Mortgage Assets exceeds those amounts, the Company will use the excess to fund the acquisition of additional Mortgage Assets and make distributions on the Common Stock. The Company does not require any capital resources for its operations and, therefore, it is not expected to acquire any capital assets in the foreseeable future. As of June 30, 2002, the Company had cash equivalents of $10,012,275 representing 2.1% of total assets, compared to $53,765,605, representing 11.2% of total assets, as of December 31, 2001. The decrease in liquidity is attributable to investment in Mortgage Assets. It is expected that the Company will invest in additional Mortgage Assets once cash resources exceed 20% of total assets. While this continues to be the Company's investment policy, the Company maintains flexibility in this regard. On June 20, 2002, the Company bought $64 million in additional Mortgage Assets in order to reduce increased liquidity. The liquidity level is sufficient for the Company to pay fees and expenses pursuant to the Servicing Agreement and the Advisory Agreement. The Company's principal short-term and long-term liquidity needs are to pay quarterly dividends on the Senior Preferred Shares and the Series A Preferred Shares and, accordingly, the Depositary Shares, to pay fees and expenses of the Bank pursuant to the Servicing Agreement and the Advisory Agreement, and to pay franchise fees and expenses of advisors, if any. The Company does not have any indebtedness (current or long-term), other material capital expenditures, balloon payments or other payments due on other long-term obligations. No negative covenants have been imposed on the Company. - 9 - Disclosure About Market Risk Any market risk to which the Company would be exposed would result from fluctuations in (a) interest rates and (b) currency exchange rates affecting the interest payments received by the Company in respect of the Mortgage Assets issued by NB Finance. Since the Mortgage Assets are significantly overcollateralized by the Mortgage Loans, interest rate fluctuations should not present significant market risk. The Company expects that the interest and principal generated by the Mortgage Loans should enable full payment by NB Finance of all of its obligations as they became due. Since the Mortgage Loans are guaranteed by a fixed ratio of exchange, predetermined on the date of purchase and applicable until the maturity of the Mortgage Loans pursuant to the Mortgage Loan Assignment Agreement, fluctuations in currency exchange rates should not present significant market risk. -10 - PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit No. Description 11 Computation of Earnings Per Share 27 Financial Data Schedule (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter for which this report is filed. - 11 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NB CAPITAL CORPORATION Date August 14, 2002 /s/ Donna Goral --------------- ------------------------------------------ Donna Goral Director; Chairman of the Board; President and Chief Executive Officer - 12 - EXHIBIT 11 NB CAPITAL CORPORATION COMPUTATION OF EARNINGS PER SHARE Three-month period Three-month period ended ended June 30, June 30, 2002 2001 Net income $8,868,795 $ 8,218,991 Deduct: Senior preferred stock and series A preferred stock dividends 6,267,639 6,270,288 --------- --------- (A) $2,601,156 $ 1,948,703 Common share outstanding (B) 100 100 Earning per share (A/B) $ 26,012 $ 19,487 - 13 - EXHIBIT 27 NB CAPITAL CORPORATION FINANCIAL DATA SCHEDULE THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NB CAPITAL CORPORATION'S UNAUDITED BALANCE SHEET AS OF JUNE 30, 2002 AND UNAUDITED STATEMENT OF INCOME FOR THE QUARTER ENDED JUNE 30, 2002 INCLUDED IN NB CAPITAL CORPORATION'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2002 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. NB CAPITAL CORPORATION Period type 3-MOS Fiscal year end DEC-31-2002 Period start JAN-01-2002 Period end JUN-30-2002 Cash 10,012,275 Securities 0 Receivables 477,290,180 Allowances 0 Inventory 0 Current assets 487,302,455 PP&E 0 Depreciation 0 Total assets 487,302,455 Current liabilities 381,938 Bonds 0 Preferred mandatory 0 Preferred 3,001 Common 1 Other-SE 486,917,516 Total liability and equity 487,302,455 Sales 0 Total revenues 9,261,363 CGS 0 Total costs 0 Other expenses 392,568 Loss provision 0 Interest expense 0 Income - pre tax 8,868,795 Income - tax 0 Income - continuing 8,868,795 Discontinued 0 Extraordinary 0 Changes 0 Net income 8,868,795 EPS - primary 26,012 EPS - diluted 26,012 - 14 -