<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 1994 PURSUANT TO
------- SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
------- EXCHANGE ACT OF 1934
Commission file number 1-6157
HELLER FINANCIAL, INC.
----------------------
(Exact name of registrant as specified in its charter)
Delaware 36-1208070
- - ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 W. Monroe Street, Chicago, Illinois 60661
- - --------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
(312) 441-7000
--------------
(Registrant's telephone number, including area code)
None
----
(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
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
100 shares of Common Stock, $.25 par value, outstanding at August 1, 1994.
================================================================================
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HELLER FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands, except for information on shares)
<TABLE>
<CAPTION>
ASSETS June 30, December 31,
1994 1993
----------- ------------
(unaudited)
<S> <C> <C>
Cash and cash equivalents.................. $ 35,534 $ 170,358
Receivables
Commercial loans
Term loans............................... 2,840,646 2,806,595
Revolving loans.......................... 1,082,699 934,809
Real estate loans.......................... 2,061,730 1,886,366
Factored accounts receivable............... 803,401 720,658
Equipment loans and leases................. 784,032 664,080
---------- ----------
Total receivables........................ 7,572,508 7,012,508
Less: Allowance for losses on receivables.. 223,476 211,357
---------- ----------
Net receivables.......................... 7,349,032 6,801,151
Investments and other assets............... 965,804 941,089
---------- ----------
$8,350,370 $7,912,598
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Senior debt
Commercial paper and short-term
borrowings............................ $2,244,262 $1,981,370
Notes and debentures (Note 2)........... 4,052,822 3,893,084
Junior subordinated notes (Note 2)........ - 74,993
---------- ----------
Total debt.............................. 6,297,084 5,949,447
Credit balances of factoring clients...... 452,660 433,291
Other payables and accruals............... 263,584 242,325
---------- ----------
Total liabilities....................... 7,013,328 6,625,063
Minority interest in equity of Heller
International Group, Inc................ 35,984 35,019
Stockholders' equity
Cumulative Perpetual Senior Preferred
Stock, Series A ($.01 Par Value;
8.125%; $25 stated value; 5,000,000
shares authorized and outstanding).... 125,000 125,000
Cumulative Convertible Preferred Stock,
Series D (No Par Value; 1/2% under
prime; 1,000 shares authorized
and outstanding)...................... 25,000 25,000
Common Stock ($.25 Par Value; 1,000
shares authorized; 100 shares
outstanding) and additional paid-in
capital............................... 663,067 663,067
Retained earnings....................... 487,991 439,449
---------- ----------
Total stockholders' equity.............. 1,301,058 1,252,516
---------- ----------
$8,350,370 $7,912,598
========== ==========
</TABLE>
The accompanying Notes to Consolidated Condensed Financial Statements
are an integral part of these statements.
2
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(in thousands)
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended June 30, Months Ended June 30,
--------------------- ---------------------
1994 1993 1994 1993
-------- -------- -------- --------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Interest income......................... $169,623 $156,758 $320,929 $310,234
Interest expense........................ 79,510 66,977 148,926 134,199
-------- -------- -------- --------
Net interest income................... 90,113 89,781 172,003 176,035
Fees and other income................... 29,733 42,201 82,543 67,726
Income of international joint ventures.. 5,353 4,969 10,543 10,717
-------- -------- -------- --------
Operating revenues.................... 125,199 136,951 265,089 254,478
Operating expenses...................... 46,962 42,397 92,445 85,503
Provision for losses.................... 39,978 56,922 89,875 105,291
-------- -------- -------- --------
Income before income taxes............ 38,259 37,632 82,769 63,684
Income tax provision.................... 3,325 782 20,118 1,369
-------- -------- -------- --------
Net income.............................. $ 34,934 $ 36,850 $ 62,651 $ 62,315
======== ======== ======== ========
</TABLE>
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN RETAINED EARNINGS
<TABLE>
<CAPTION>
For the Six
Months Ended June 30,
---------------------
<S> <C> <C>
1994 1993
-------- --------
Retained earnings at December 31, 1993 and 1992....................... $439,449 $331,124
Net income.......................................................... 62,651 62,315
Preferred stock dividends........................................... (5,750) (5,766)
Unrealized net losses on securities available for sale, net of tax.. (4,155) -
Deferred translation adjustment, net of tax......................... (4,204) (2,756)
-------- --------
Retained earnings at June 30, 1994 and 1993........................... $487,991 $384,917
======== ========
</TABLE>
The Retained Earnings balance includes deferred foreign currency translation
adjustments of $(16,792) and $(10,093) at June 30, 1994 and 1993, respectively,
and unrealized net gains on securities available for sale of $3,839 at June 30,
1994.
The accompanying Notes to Consolidated Condensed Financial Statements
are an integral part of these statements.
3
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
---------------------------------
1994 1993
------------ ------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income................................................ $ 62,651 $ 62,315
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for losses..................................... 89,875 105,291
Loans originated for resale.............................. (41,434) (17,002)
Net proceeds from sales of loans originated for resale... 22,341 14,455
Decrease (increase) in deferred tax asset................ 16,078 (22,314)
Undistributed income of unconsolidated joint ventures.... (7,132) (7,953)
Increase (decrease) in interest payable.................. 875 (9,266)
Income taxes paid........................................ (4,807) (22,650)
Increase in accounts payable and accrued liabilities..... 4,418 8,467
Other.................................................... 9,249 9,966
----------- ---------
Net cash provided by operating activities............... 152,114 121,309
INVESTING ACTIVITIES
Longer-term loans funded.................................. (1,403,890) (871,856)
Collections of principal.................................. 949,365 856,055
Sales of longer-term loans................................ 164,433 89,120
Net increase in short-term loans and
advances to factoring clients............................ (313,322) (183,211)
Investment in equity interests, equipment on lease
and other investments.................................... (72,278) (22,401)
Sales of investments and equipment on lease............... 36,189 5,471
Other..................................................... 14,831 13,105
----------- ---------
Net cash used for investing activities.................. (624,672) (113,717)
FINANCING ACTIVITIES
Senior note issues........................................ 572,914 670,205
Retirement of notes and debentures........................ (487,500) (400,659)
Increase (decrease) in commercial paper and
other short-term borrowings.............................. 262,892 (240,441)
Net (increase) decrease in advances to affiliates......... (5,251) 14,174
Dividends paid on preferred stock......................... (5,750) (5,766)
Other..................................................... 163 (8,842)
----------- ---------
Net cash provided by financing activities............... 337,468 28,671
Effect of exchange rates on cash.......................... 266 (20)
----------- ---------
(Decrease) increase in cash and cash equivalents.......... (134,824) 36,243
Cash and cash equivalents at the beginning of the period.. 170,358 47,568
----------- ---------
Cash and cash equivalents at the end of the period........ $ 35,534 $ 83,811
=========== =========
</TABLE>
The accompanying Notes to Consolidated Condensed Financial Statements
are an integral part of these statements.
4
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
(1) Basis of Presentation
These consolidated condensed financial statements should be read in conjunction
with the financial statements and notes included in the annual report on Form
10-K of Heller Financial, Inc. (the "Company") for the year ended December 31,
1993. In the opinion of management, all adjustments considered necessary for a
fair presentation have been included in these financial statements and were of a
normal, recurring nature.
(2) Debt
The Company issued and retired the following notes and debentures during
the first six months of 1994:
<TABLE>
<CAPTION>
Principal
Amount
---------
(in thousands)
<S> <C>
Issuances:
Senior Debt - Notes and Debentures
Variable rate medium-term notes due on various dates
ranging from June 10, 1996 to April 25, 1999.................... $227,000
Variable rate notes due on April 27, 1999........................ 200,000
3.80% Eurobonds denominated in Japanese yen due August 26, 1997.. 145,914
--------
$572,914
========
Retirements:
Senior Debt - Notes and Debentures
9.1% to 9.8% medium-term notes due on various dates ranging
from February 15, 1994 to April 20, 1994........................ $ 18,500
Variable rate medium-term notes due on various dates ranging from
January 4, 1994 to November 15, 1995............................ 284,000
6.45% notes due February 15, 1994................................ 10,000
8.375% notes due June 15, 1994................................... 100,000
Junior Subordinated Notes and Debentures
13% junior notes due September 15, 1994.......................... 75,000
-------
$487,500
========
</TABLE>
During the first six months of 1994, the Company entered into cross
currency interest rate swap agreements which had the effect of converting the
3.80% Eurobonds denominated in yen to $146 million with interest based on the
six and three month London Inter-bank Offered Rates (LIBOR). Agreements were
also used to swap $75 million of three month LIBOR variable rate debt to fixed
rate debt at an average rate approximating 6.84% with maturities ranging from
three to five years and to swap $67 million of medium-term notes with a
variable rate based on the Constant Maturity Treasury index to an index based
on three month LIBOR. The Company also entered into an agreement to swap $50
million of medium-term notes to three month LIBOR plus .17% from three month
LIBOR plus a rate dependent on whether LIBOR remains within a specified range.
5
<PAGE>
(3) Derivative Financial Instruments
The Company is a party to interest rate, currency and basis swap agreements
which are used to manage exposure to fluctuations in interest rates and currency
exchange rates arising from normal business operations. The Company generally
enters into such agreements in conjunction with the issuance of debt, in order
to match the interest rate and currency characteristics of its assets and
liabilities. The swap agreements are generally held to maturity and the income
or expense on such agreements is recorded as an adjustment to the Company's
interest expense. The Company also periodically enters into currency exchange
contracts to hedge its exposure to foreign currency fluctuations from
subsidiaries and joint ventures outside of the United States. The Company
continually monitors its position with respect to derivative financial
instruments as part of its overall asset and liability management program and
does not utilize speculative derivative products for the purpose of generating
earnings from changes in market conditions.
The counterparties to the Company's swap and forward agreements include
commercial banks and investment banking firms. Through these agreements, the
Company is exposed to a risk of counterparty default. This risk is reduced by
the Company's policy to limit the total of swap and forward agreements by
counterparty and to enter into derivative contracts only with counterparties
having a favorable credit rating. Such credit ratings are periodically reviewed
for each counterparty with which the Company conducts business.
(4) Statement of Cash Flows
There were certain noncash investing activities which occurred during the
six month period ended June 30, 1994. As the result of significant cash equity
infusions by independent third parties, $117 million of positions in two
repossessed companies were converted to equity investments. In addition, $32
million of receivables were classified as repossessed assets and $15 million of
repossessed assets were resolved and returned to receivables. The comparable
amounts for the six month period ended June 30, 1993 were $64 million and $16
million, respectively.
(5) Related Party Transactions
The Company entered into a $200 million interest rate swap agreement with
Heller International Corporation (the "Parent"), effective January 13, 1994,
which expires December 15, 2000. The purpose of the agreement is to manage the
Company's exposure to interest rate fluctuations. Under this agreement, the
Company pays interest to the Parent at a variable rate based on the commercial
paper rate published by the Board of Governors of the Federal Reserve System and
the Parent pays interest to the Company at a fixed rate of 5.57%, based on the
prevailing market rates for such transactions.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
RESULTS OF OPERATIONS
For the Three Months Ended For the Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
Percent Percent
1994 1993 Change 1994 1993 Change
------ ------ ------- ------ ------ -------
(dollars in millions)
<S> <C> <C> <C> <C> <C> <C>
Interest income......................... $169.6 $156.8 8% $320.9 $310.2 3%
Interest expense........................ 79.5 67.0 19 148.9 134.2 11
------ ------ ------ ------
Net interest income................. 90.1 89.8 - 172.0 176.0 (2)
Fees and other income................... 29.8 42.2 (29) 82.6 67.8 22
Income of international joint ventures.. 5.3 5.0 6 10.5 10.7 (2)
------ ------ ------ ------
Operating revenues.................. 125.2 137.0 (9) 265.1 254.5 4
Operating expenses...................... 46.9 42.4 11 92.4 85.5 8
Provision for losses.................... 40.0 56.9 (30) 89.9 105.3 (15)
------ ------ ------ ------
Income before income taxes.......... 38.3 37.7 2 82.8 63.7 30
Income tax provision.................... 3.3 .8 * 20.1 1.4 *
------ ------ ------ ------
Net income............................. $ 35.0 $ 36.9 (5)% $ 62.7 $ 62.3 1%
====== ====== ====== ======
* Percentage not meaningful
</TABLE>
The Company achieved a $19 million or 30% increase in income before income
taxes for the six month period, while the second quarter pretax results were 2%
higher. The increased profitability resulted from a reduction in the provision
for losses due to improving portfolio quality and, for the six month period,
higher fees and other income from a number of product categories. Other income
for the current quarter was lower than the second quarter of 1993, when gains
from equity interests and investments were particularly strong. Net income
equaled the prior year for the six month period but was down 5% for the quarter,
after absorbing increases in the provision for income taxes of $19 million and
$3 million, respectively.
Net interest income was 2% lower for the six month period and relatively
stable for the quarter, as modest funding spread compression and a lower average
earning funds level more than offset a reduction in the cost of carrying
nonearning assets. While earning funds grew 8% during the first six months of
1994, the level of average earning funds was slightly lower than the prior year
period, reflecting a steady reduction in corporate finance funds employed over
the course of 1993. The effect of lower funds on interest income was offset by
the rise in market interest rates as 82% of average earning funds employed were
based on floating indices such as the three month London Inter-bank Offered Rate
which increased to 4.4% from 3.3% on average. The higher interest expense
reflects the increase in the average borrowing rate to 4.9% from 4.3%.
Fees and other income increased 22% during the six month period, primarily
as a result of a $13 million increase in fees and other income from newer
business initiatives, while the second quarter results declined from the high
level of 1993 equity interest and investment gains.
Higher operating expenses principally reflect costs related to business
initiatives in the asset based product category as costs in other core
businesses continue to be controlled.
The provision for losses decreased 30% during the second quarter
contributing to a net decrease of 15% for the six month period as the level of
problem loans receded and the performance of new financings over the past three
years remained strong. The allowance for losses was 3% of receivables and 95% of
nonearning receivables at June 30, 1994.
7
<PAGE>
The Company's effective tax rate increased to 24% for the six month period
from 2% for the prior year six month period, in which higher deferred tax
benefits were recognized. The Company's provision for income taxes is lower
than the statutory rate due to the favorable resolution of a tax issue and the
recognition of additional deferred tax benefits during the second quarter.
PORTFOLIO COMPOSITION
Lending assets and investments increased $603 million or 8% during the first
six months of 1994 as the Company continued to make progress in diversifying and
growing its assets and sources of income. Asset based funds increased $413
million to 23% of total lending assets and investments due to growth in each
asset based product category. Corporate finance decreased to 41% of the
portfolio while real estate finance was relatively stable at 26% of the
portfolio. These changes demonstrate the Company's continuing effort to develop
a more balanced portfolio while maintaining its franchises in business value
lending and real estate finance.
<TABLE>
<CAPTION>
Lending Assets and Investments as of Percent Change
June 30, December 31, By Category
-------------------- -------------------- ---------------
1994 Percent 1993 Percent
-------- ---------- ---------- --------
BY PRODUCT CATEGORY: (dollars in millions)
<S> <C> <C> <C> <C> <C>
Corporate finance................................ $3,472.3 41% $3,571.9 46% (3)%
Real estate finance.............................. 2,147.1 26 1,956.5 25 10
Asset based finance.............................. 1,925.9 23 1,512.5 20 27
Specialized finance and investments.............. 477.8 6 416.6 5 15
International factoring and asset based finance.. 322.3 4 285.1 4 13
-------- --- -------- ---
Total lending assets and investments........... $8,345.4 100% $7,742.6 100% 8%
======== === ======== ===
BY ASSET TYPE:
Receivables...................................... $7,572.5 91% $7,012.5 90%
Repossessed assets............................... 103.6 1 215.8 3
-------- --- -------- ---
Total lending assets........................... 7,676.1 92 7,228.3 93
International joint ventures..................... 162.7 2 143.8 2
Other investments................................ 506.6 6 370.5 5
-------- --- -------- ---
Total investments.............................. 669.3 8 514.3 7
-------- --- -------- ---
Total lending assets and investments........... $8,345.4 100% $7,742.6 100%
======== === ======== ===
Total Revenues
for the Six Months Ended June 30,
-----------------------------------------
1994 Percent 1993 Percent
-------- --------- -------- -------
(dollars in thousands)
Corporate finance................................ $184,077 44% $210,007 54%
Real estate finance.............................. 97,001 23 69,512 18
Asset based finance.............................. 98,137 24 66,913 17
Specialized finance and investments.............. 15,663 4 24,302 6
International factoring and asset based finance.. 19,137 5 17,943 5
-------- --- -------- ---
Total revenues................................. $414,015 100% $388,677 100%
======== === ======== ===
</TABLE>
The Company increased the diversification of its revenues as newer asset based
and real estate initiatives boosted the revenues of these businesses to 47% of
total revenues while corporate finance provided 44% of the total revenues
compared to 54% for the prior year period.
Total corporate finance funds decreased $100 million as the higher volume of
new financing was more than offset by $681 million of repayments and
syndications during the six month period. The Company funded $625 million of
corporate finance transactions, 23% more than the first half of the prior year.
The average retained size of new transactions decreased $5 million, and was
25% lower than the average
8
<PAGE>
transaction size at December 31, 1993, consistent with the Company's strategy to
finance smaller individual transactions. At June 30, 1994, the Company was
contractually committed to provide an additional $988 million to new and
existing corporate finance borrowers, generally contingent upon the maintenance
of specific credit standards by the borrowers.
NONEARNING AND TROUBLED ACCOUNT ACTIVITY
<TABLE>
<CAPTION>
June 30, December 31, Percent
1994 1993 Change
-------- -------- --------
Lending Assets and Investments: (dollars in millions)
<S> <C> <C> <C>
Receivables................................. $7,572.5 $7,012.5
Repossessed assets.......................... 103.6 215.8
-------- --------
Total lending assets...................... 7,676.1 7,228.3 6%
===
Investments................................. 669.3 514.3
-------- --------
Total lending assets and investments...... $8,345.4 $7,742.6 8%
======== ======== ===
Nonearning Assets:
Nonearning receivables...................... $ 235.7 $ 214.1
Repossessed assets.......................... 103.6 215.8
-------- --------
Total nonearning assets................... $ 339.3 $ 429.9 (21%)
======== ======== ====
Ratio of nonearning receivables to
receivables............................... 3.1% 3.1%
======== ========
Ratio of total nonearning assets to total
lending assets............................ 4.4% 5.9%
======== ========
Allowances for Losses:
Allowance for losses on receivables......... $ 223.5 $ 211.4 6%
===
Valuation allowance for repossessed assets.. 13.6 15.2
-------- --------
Total allowances for losses............... $ 237.1 $ 226.6
======== ========
Ratio of allowance for losses on
receivables to receivables................ 3.0% 3.0%
======== ========
Ratio of allowance for losses on
receivables to nonearning receivables..... 95% 99%
======== ========
Delinquencies:
Earning loans delinquent 60 days or more.... $ 151.3 $ 145.1
Ratio of earning loans delinquent 60 days
or more to receivables.................... 2.0% 2.1%
======== ========
<CAPTION>
For the Six Months Ended
June 30,
1994 1993
-------- --------
Writedowns: (dollars in millions)
<S> <C> <C>
Net writedowns on receivables............... $57.6 $84.3
Net writedowns on repossessed assets........ 17.9 5.0
----- -----
Total net writedowns.................... $75.5 $89.3
===== =====
</TABLE>
Portfolio quality continued to improve during the first six months of 1994
through the reduction of the pre-1990 corporate finance and the office building
portfolios, the strong performance of the corporate finance and real estate
loans originated since 1990 and the lower level of risk in the new businesses.
Total nonearning assets and corporate finance nonearning assets decreased by
$91 million and $90 million, respectively, principally reflecting the resolution
of two large accounts which were previously classified as repossessed assets.
The resolutions included significant cash equity infusions by independent third
parties and the conversion of the Company's remaining positions to equity
investments. Total Company and corporate finance net writedowns were $14 million
and $16 million lower, respectively, for the six month period, even as the
Company addressed two
9
<PAGE>
large problem accounts which were underwritten prior to 1990. Management
believes that writedowns during the second half of 1994 will continue to be
lower than the prior year. The level of delinquent earning accounts decreased to
2.0% of receivables and loans defined as troubled debt restructures decreased $1
million to $52 million.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 1994, lending assets and investments increased
$603 million and notes and debentures amounting to $488 million were retired.
To meet these funding requirements, the Company supplemented its improved cash
flow from operations by issuing $573 million of senior notes, increasing its
commercial paper and short-term borrowings by $263 million and reducing cash
balances by $135 million.
The levels of commercial paper, short-term borrowings and leverage remain
conservative relative to other similarly rated finance companies and are within
the ranges targeted by the Company to maintain a strong financial position. The
ratio of commercial paper and short-term borrowings to total debt was 36% at
June 30, 1994 compared to 33% at December 31, 1993 while leverage was 4.9X
compared to 4.7X primarily due to the debt used to finance portfolio growth.
The Company increased its bank credit facilities to $2.3 billion from $2.1
billion effective May 31, 1994. In addition, on March 30, 1994 the Company
further increased its liquidity support from unaffiliated financial institutions
by entering into an agreement with Freedom Asset Funding Corporation ("Freedom")
to sell, from time to time, an undivided interest in a designated pool of
factored accounts receivable of up to $500 million. Under the Freedom
agreement, the amount of liquidity provided by unaffiliated financial
institutions increased to $435 million from $65 million under the Dynamic
Funding Agreement, which it replaced.
At June 30, 1994, the Company had $3.3 billion of committed credit and sale
facilities, including unused bank credit facilities of $2.3 billion, liquidity
support of $500 million from Fuji Bank under the "Keep Well Agreement" and $494
million available under the Freedom factored accounts receivable sale program.
Total committed credit and sale facilities amounted to 147% of outstanding
commercial paper and short-term borrowings, while total committed credit and
sale facilities from unaffiliated financial institutions amounted to 122% of
outstanding commercial paper and short-term borrowings.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's annual meeting of the stockholders held on May 26, 1994,
the following persons were elected as directors:
Michael S. Blum, Richard J. Almeida, Tetsuya Fukabori, Hirokazu Ishikawa,
Minoru Itosaka, Tatsuo Iwasaki, Tomohiro Kamio, Mark Kessel, Michael J.
Litwin, Dennis P. Lockhart, Lauralee E. Martin, Kenji Miyamoto, Atsushi
Takano, Mitchell F. Vernick, Kenji Watanabe, Masashi Yamamoto.
No other matters were acted upon.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(12) Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
(b) Reports on Form 8-K
Current Reports on Form 8-K dated January 28, 1994 and May 2, 1994.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this quarterly report to be signed on its behalf by
the undersigned thereunto duly authorized.
HELLER FINANCIAL, INC.
By: Richard J. Almeida
-------------------------------------
Richard J. Almeida
Executive Vice President and
Chief Financial Officer
By: Anthony O'B. Beirne
-------------------------------------
Anthony O'B. Beirne
Senior Vice President, Controller and
Chief Accounting Officer
Date: August 1, 1994
12
<PAGE>
EXHIBIT (12)
HELLER FINANCIAL, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(unaudited)
<TABLE>
<CAPTION>
Six Months
Ended
June 30, 1994
----------------------
(dollars in thousands)
<S> <C>
Net income before income taxes and minority interest in
income of Heller International Group, Inc............... $ 84,667
Add-Fixed charges
Interest and debt expense............................... 148,926
One-third of rentals.................................... 2,930
--------
Total fixed charges.................................... 151,856
--------
Net income, as adjusted.................................. $236,523
--------
Ratio of earnings to fixed charges....................... 1.56
========
Preferred stock dividends on a pre-tax basis............. $ 7,596
Total combined fixed charges and
preferred stock dividends............................. $159,452
--------
Ratio of earnings to combined fixed charges and
preferred stock dividends............................... 1.48
========
</TABLE>
For purposes of computing the ratio of earnings to combined fixed charges and
preferred stock dividends, "earnings" includes income before income taxes, the
minority interest in Heller International Group, Inc. income and fixed charges.
"Combined fixed charges and preferred stock dividends" includes interest on all
indebtedness, one third of annual rentals (approximate portion representing
interest) and preferred stock dividends on a pre-tax basis.
13
