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.
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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.
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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.
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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.
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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.
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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.
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2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
There were no new developments in the second quarter of 1994.
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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.
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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
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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).
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