-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RNJ7yxd23KGXhPvRb7B3FX3cRT2eCH5EZdaGR60RFdUbhqV2RtwjzYI8dIemXO0M 5Qme5gMYe8bwmJhGdlqqCw== 0000912238-94-000007.txt : 19940815 0000912238-94-000007.hdr.sgml : 19940815 ACCESSION NUMBER: 0000912238-94-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOUSEHOLD INTERNATIONAL NETHERLANDS BV CENTRAL INDEX KEY: 0000912238 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-50351-01 FILM NUMBER: 94543308 BUSINESS ADDRESS: STREET 1: C/O ABN AMRO TRUST CO STREET 2: HOEKENRODE 6 1102 BR CITY: AMSTERDAM NETHERLAND BUSINESS PHONE: 7085646990 MAIL ADDRESS: STREET 1: 2700 SANDERS RD CITY: PROSPECT HEIGHTS STATE: IL ZIP: 60070 10-Q 1 1 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, 1994. / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from _______ to _______. Commission file number 33-50351. HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. (Exact name of registrant as specified in its charter) The Netherlands Not Applicable (State or other jurisdiction (I.R.S.Employer incorporation or organization) Identification No.) Hoekenrode 6 1102 BR Amsterdam, Netherlands (Address of principal executive offices) Registrant's Telephone number, including area code: 011-31-20-6298033 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: 5.25% Senior Notes Due October 15, 1998 6.00% Senior Notes Due March 15, 1999 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 / / At July 31, 1994, there were 400 shares of the registrant's voting securities outstanding, all of which are owned by Household Overseas Limited. 2 PART 1. FINANCIAL INFORMATION 1. Financial Statements Household International Netherlands B.V. STATEMENTS OF INCOME In thousands. - ----------------------------------------------------------------- Six months ended Three months ended June 30, June 30, 1994 1993 1994 1993 - ----------------------------------------------------------------- Interest income $7,319.9 - $4,601.4 - Interest expense 6,986.2 - 4,394.7 - - ----------------------------------------------------------------- Net interest margin 333.7 - 206.7 - General and administrative expenses 29.3 - 20.8 - - ----------------------------------------------------------------- Net income before income taxes 304.4 - 185.9 - Income taxes 112.3 - 64.9 - - ----------------------------------------------------------------- Net income $ 192.1 - $ 121.0 - ================================================================= See notes to condensed financial statements. 3 Household International Netherlands B.V. BALANCE SHEETS In thousands. - --------------------------------------------------------------- June 30, December 31, 1994 1993 - --------------------------------------------------------------- ASSETS - ------ Cash $ 165.6 $ 14.7 Accrued interest receivable 5,137.1 1,461.1 Intercompany loan 297,663.3 124,050.9 Deferred issuance costs 1,408.7 660.7 - --------------------------------------------------------------- Total assets $304,374.7 $126,187.4 =============================================================== LIABILITIES AND SHAREHOLDER'S EQUITY - ------------------------------------ Accrued interest payable and accrued liabilities $ 5,049.3 $ 1,414.4 Senior notes payable 299,072.0 124,711.7 - --------------------------------------------------------------- Total liabilities 304,121.3 126,126.1 - --------------------------------------------------------------- Shareholder's equity: Common stock .4 .4 Additional paid-in capital 19.6 19.6 Retained earnings 233.4 41.3 - --------------------------------------------------------------- Total shareholder's equity 253.4 61.3 - --------------------------------------------------------------- Total liabilities and shareholder's equity $304,374.7 $126,187.4 =============================================================== See notes to condensed financial statements. 4 Household International Netherlands B.V. STATEMENTS OF CASH FLOWS In thousands. - -------------------------------------------------------------- Six months ended June 30 1994 1993 - -------------------------------------------------------------- CASH PROVIDED BY OPERATIONS Net income $ 192.1 - Adjustments to reconcile net income to net cash provided by operations: Accrued interest receivable (3,676.0) - Arrangement fee 1,592.5 - Deferred issuance costs (875.0) - Accrued interest payable and accrued liabilities 3,634.8 - - -------------------------------------------------------------- Cash provided by operations 868.4 - - -------------------------------------------------------------- INVESTMENT IN OPERATIONS Intercompany loan originated (175,000.0) - - -------------------------------------------------------------- Cash decrease from investments in operations (175,000.0) - - -------------------------------------------------------------- FINANCING TRANSACTIONS Senior notes payable issued 174,282.5 - - -------------------------------------------------------------- Cash increase from financing transactions 174,282.5 - - -------------------------------------------------------------- Increase in cash 150.9 - Cash at January 1 14.7 $20.0 - -------------------------------------------------------------- Cash at June 30 $ 165.6 $20.0 ============================================================== Supplemental cash flow information: Interest paid $ 3,281.3 - ============================================================== See notes to condensed financial statements. 5 Notes to Condensed Financial Statements Household International Netherlands B.V. (the "Company") was organized under the Dutch Civil Code on September 14, 1990. All of the outstanding voting securities of the company are owned by Household Overseas Limited, which is a wholly-owned subsidiary of Household International (U.K.) Limited ("HIUK"). The ultimate parent company is Household International, Inc. ("Household International"), a Delaware corporation. The Company was organized solely to serve as a source of financing, directly or indirectly, for HFC Bank plc ("HFC Bank"), also a wholly-owned subsidiary of HIUK. The Company's functional currency is the U.S. dollar, as the majority of the Company's activities are denominated in U.S. dollars. Accounting policies used in preparation of the quarterly condensed financial statements are consistent with accounting policies described in the notes to financial statements contained in the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 1993. The information furnished herein reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods. All such adjustments are of a normal recurring nature. 1. EXPLANATION ADDED TO FINANCIAL STATEMENTS PREPARED FOR USE IN THE UNITED STATES The Company maintains its accounts in accordance with accounting principles and practices employed by enterprises in the Netherlands. The accompanying financial statements reflect certain adjustments not recorded on the Company's books, to present these statements in accordance with generally accepted accounting principles of the U.S., and therefore differ from the statements prepared for use in the Netherlands. These adjustments, which had no impact on either net income or shareholder's equity in 1994 or 1993, were as follows: A. Deferral of loan arrangement fees totaling $2,580,000. These amounts have been netted against the intercompany loans and are being amortized over the expected terms of the loans. The amortization was included in interest income in the accompanying statements of income. B. Deferral of senior notes payable issuance costs totaling $1,562,500. These costs have been recorded as an asset and are being amortized over the expected terms of the notes. The amortization was included in interest expense in the accompanying statements of income. C. Deferral of senior notes payable discounts totaling $1,017,500. These discounts have been netted against the senior notes payable and are being amortized over the expected terms of the notes. The amortization was included in interest expense in the accompanying statements of income. 6 2. INTERCOMPANY LOANS In thousands. ----------------------------------------------------------- June 30, December 31, 1994 1993 ----------------------------------------------------------- Due from HFC Bank plc $300,000.0 $125,000.0 Unamortized arrangement fee (2,336.7) (949.1) ----------------------------------------------------------- Total intercompany loans $297,663.3 $124,050.9 =========================================================== 3. SENIOR NOTES PAYABLE In thousands. ----------------------------------------------------------- June 30, December 31, 1994 1993 ----------------------------------------------------------- Notes payable, 5.25% due October 15, 1998 $125,000.0 $125,000.0 Notes payable, 6.00% due March 15, 1999 175,000.0 - Unamortized discount (928.0) (288.3) ----------------------------------------------------------- Total senior notes payable $299,072.0 $124,711.7 =========================================================== The senior notes payable, which were issued in the U.S., are guaranteed as to the payment of principal and interest until maturity by Household International. 7 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. There were no new developments in the second quarter of 1994. 8 PART II Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 12(a) Statement on the Computation of Ratio of Earnings to Fixed Charges of the Company. 12(b) Statement on the Computation of Ratio of Earnings to Fixed Charges and to Combined Fixed Charges and Preferred Stock Dividends of Household International (incorporated by reference to Exhibit 12 of Household International's Quarterly Report on Form 10-Q for the six months ended June 30, 1994). (b) Reports on Form 8-K. During the three months ended June 30, 1994, the Company filed no Reports on Form 8-K. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Household International Netherlands B.V. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. Dated: August 12, 1994 By: /s/ John W. Blenke ------------------------------ President, Chairman of the Board and Chief Executive Officer 10 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------- ----------- 12(a) Statement on the Computation of Ratio of Earnings to Fixed Charges of the Company. 12(b) Statement on the Computation of Ratio of Earnings to Fixed Charges and to Combined Fixed Charges and Preferred Stock Dividends of Household International (incorporated by reference to Exhibit 12 of Household International's Quarterly Report on Form 10-Q for the six months ended June 30, 1994). U:\WP\EMP819\EDGAR\N10Q630.AS1 EX-12 2 1 EXHIBIT 12(a) HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (All dollar amounts are stated in thousands.) Six months ended June 30 1994* - ---------------------------------------------------------------- Income from operations $ 192.1 - ---------------------------------------------------------------- Income taxes 112.3 - ---------------------------------------------------------------- Fixed charges: Interest expense 6,986.2 - ---------------------------------------------------------------- Total earnings as defined $7,290.6 ================================================================ Ratio of earnings to fixed charges 1.04 ================================================================ * During the six months ended June 30, 1993, the Company had no active operations; consequently, the ratio of earnings to fixed charges is not meaningful and has been omitted. U:\WP\EMP819\EDGAR\NQ63012.AS1 -----END PRIVACY-ENHANCED MESSAGE-----