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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Period ended  SEPTEMBER 30, 2003

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 No. 0-3689

NRG INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware 23-168248
(State or other jurisdiction of (I.R.S. Employer 
 incorporation or organization) Identification No.) 

  4433 W. Touhy Ave., Suite 310, Lincolnwood, IL 60712
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code (847) 568-9246

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 Registrant’s classes of common stock, as of the latest practicable date.

Class
Outstanding September 30, 2003
Common stock, $.10 par value 255,311 shares

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

NRG INCORPORATED
Consolidated Balance Sheet
Unaudited

ASSETS September 30,
2003

December 31,
2002


Cash
    $ 81   $ 81  
Other assets    2,408    2,408  


     2,489    2,489  



LIABILITIES AND STOCKHOLDERS' EQUITY
  

         LIABILITIES
  

Accounts payable and accrued expenses
    2,154    2,154  
Payable to affiliates    222,487    200,737  
Estimated amount payable to stockholder    1,805    1,805  



Total liabilities
    226,446    204,696  

STOCKHOLDERS' EQUITY
  
Common stock, par value $.10 per share-  
  authorized 15,000,000 shares; issued,  
  including shares held in treasury,  
  305,829 shares    30,583    30,583  
Additional paid-in capital    4,541,845    4,541,845  
Retained earnings (deficit)    (2,714,085 )  (2,692,335 )
Treasury stock, at cost - 50518 shares    (102,980 )  (102,980 )


Total stockholders' equity    1,755,363    1,777,113  


Less receivable from majority  
  stockholder    (1,979,320 )  (1,979,320 )


    $ 2,489   $ 2,489  



See Accompanying Notes


NRG INCORPORATED

Consolidated Statements of Operations
Unaudited

For the Three Months Ended
September 30,
2003
2002
Revenues     $ -0-   $ -0-  


General and administrative expenses    7,250    7,250  


  Net Loss   $ (7,250 ) $ (7,250 )


PER SHARE INFORMATION  

  Weighted average number of
  
     common shares outstanding    255,311    255,311  


Net Loss   $ (.03 ) $ (.03 )


See Accompanying Notes


NRG INCORPORATED

Consolidated Statements of Operations
Unaudited

For the Nine Months Ended
September 30,
2003
2002
Revenues     $ -0-   $ -0-  


General and administrative expenses    21,750    21,750  


  Net Loss   $ (21,750 ) $ (21,750 )



PER SHARE INFORMATION
  

  Weighted average number of
  
     common shares outstanding    255,311    255,311  


Net Loss   $ (.09 ) $ (.09 )



See Accompanying Notes


NRG INCORPORATED

Consolidated Statements of Cash Flows
Unaudited

For the Nine Months Ended
September 30,
OPERATING ACTIVITIES: 2003
2002

Net Loss
    $ (21,750 ) $ (21,750 )
Adjustments to reconcile net income  
 to net cash provided by operating  
 activities:  
  Decrease in prepaid expenses-affiliate    -0-    -0-  
  Decrease in accounts payable and  
   accrued expenses:    -0-    -0-  
  Increase in payable to affiliates    21,750    21,750  

Net cash utilized in operating activities
    -0-    -0-  


Increase (decrease) in cash    -0-    -0-  

Cash at beginning of period
    81    81  


Cash at end of period   $ 81   $ 81  



See Accompanying Notes


NRG INCORPORATED

Notes to Consolidated Financial Statements

1.     Interim Financial Statements

The accompanying consolidated financial statements are unaudited and do not include certain information and note disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, which consist solely of adjustments of a normal recurring nature. These statements should be read in conjunction with the financial statements, and notes thereto, including in the Form 10-K of NRG Incorporated (“NRG” or “Company”) for the year ended December 31, 2002. The results of operations for the nine months ended September 30, 2003, are not necessarily indicative of the results that may be expected for the full fiscal year.

2.     Reverse Stock Split

In December 1983, the Company’s Board of Directors approved a reverse stock split effective as of the close of business on December 19, 1983, pursuant to which one new share of common stock, par value $.10 per share, would be issued for every 20 shares of old common stock, par value $.005 per share, then outstanding. No other change in the attributes of the common shares would be made.

The Company undertook to repurchase fractional shares resulting from the implementation of the reverse stock split at the rate of $.25 for each old share. Through oversight, certain of the corporate actions necessary to implement fully the reverse stock split have not yet been completed; however, the Company intends to complete the actions as soon as practicable. All the information relating to common shares has been adjusted to reflect the full implementation of the reverse stock split.


ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Liquidity and Capital Resources

The Company has no cash generating activities. Substantially all of the Company’s cash surpluses were loaned in the 1980‘s to its major stockholder, Telco Capital Corporation (“Telco”), in the form of a demand note carrying interest at the rate of 2% over prime. This note had a balance of $1,523,441 as of September 30, 2003. Through January,1994, administrative expenses of NRG were paid by Telco and charged against the note and management service fees from Telco were also charged against the note. Interest income was not received in cash during the last years. No schedule for payment of the amounts advanced has been established and no significant collections on the amount due, including interest, are anticipated within the next year. Because of the uncertainty as to the period for recovery that exists due to the illiquidity of Telco, at December 31, 1991 the Company classified the loan with stockholder’s equity and effectively January 1, 1992 suspended recognition of interest in its financial statements with respect to the loan. The receivable balance includes accrued interest receivable of $455,879. At September 30, 2003, interest earned but not accrued was an additional $3,481,000.

Effective February 1994, the administrative expenses and management services were paid for/provided by Hickory Furniture Company. At September 30, 2003 NRG owes Hickory $222,487 for administrative and management service fee.

The Company has current liability of $2,154, along with a liability to Telco of $1,805, which is payable only from actual future cash receipts realized by the Company from the sale of the vacant land.

The Company has no plans for capital expenditures or borrowing funds.

Operating Results

The Company reported a net loss of $21,750 ($ .09 per share) for the nine months ended September 30, 2003. This compares to a net loss of $21,750 ($ .09 per share) for the nine months ended September 30, 2002. As explained above, the Company no longer recognized interest income from Telco in its financial statements and, therefore, has no revenues during either period. General and administrative expenses were $21,750 for each nine months ended September 30, 2003 and 2002, respectively. These amounts include fees of $21,750 for both years charged by Hickory for management services (accounting, shareholder services, legal, etc) provided.


ITEM 3.   LEGAL PROCEEDING

There are no known legal proceedings to which the Company or any of its subsidiaries is subject, except as follows. The Secretary of State of Delaware has proclaimed the certificate of incorporation of the Company to be forfeited for nonpayment of franchise tax and fees. The Company has no corporate powers until the fees, aggregating approximately $3,000 have been paid and the appropriate corporate reports have been filed.


NRG INCORPORATED AND SUBSIDIARIES

PART II

Item 6.   Exhibits and Reports on Form 8-K

  Reports on form 8-K.    None.

  Exhibits.

  31 Certification by the Chief Financial Officer pursuant to Rule 13a-14(a).

  32 Written Statement of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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 be the undersigned thereunto duly authorized.

  NRG INCORPORATED

  By:   /s/ Clyde Wm. Engle
           Clyde Wm. Engle
           Chairman, Chief Executive,
         Financial and Accounting
         Officer and Director

  Date: November 10, 2003