Back to GetFilings.com

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

FORM 10-K

(Mark One)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of class)

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.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    [ X ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

State the aggregate market value of the voting stock held by non-affiliates of the Registrant as of March 31, 2003: $58,926 (estimated).

1

PART I

ITEM 1.      DESCRIPTION OF BUSINESS

        NRG is a majority-owned subsidiary of Telco Capital Corporation (“Telco”). In prior years all excess cash was loaned to Telco, payable on demand, as more fully described in Note C of the Notes to Consolidated Financial Statements.

        The Company’s business activities (or investments) during the past five years are as follows:

ENERGY-RELATED ACTIVITIES

    (i)        ENERGY GENERATION FROM SOLID WASTE. During 1975 and prior, the Company developed a unique system for collecting energy from sanitary landfills. In its present application the system involved drilling wells for the extraction of methane from specially selected landfill sites. At present, there are several plants in actual production. However, during the past five years the Company’s interest in such activities was limited to a net profits participation in plants operated be GSF Energy, Inc. (“GSF”), a subsidiary of Air Products and chemicals, Inc. Under the net profit participation, the Company was entitled to receive certain specified percentages of the net profits realized by GSF plus a return of certain previously paid-in capital. No payments were received in the last five years. In December1994, the Company’s remaining interest in this activity was purchased by GSF. As a part of the transaction each party released the other from all future claims under the participation agreement and NRG received $75,000.

        Any revenues realized by the Company from the arrangement with GSF were subject to the cash receipts participation rights of TELCO, as described in Note B of the Notes to Consolidated Financial Statements contained herein.

    (ii)        MINING ACTIVITIES. Until May, 1995, the Company held interest in mining claims located in the State of Arizona, containing types of zeolite, known as chabazite, a crystalline absorbent filtering substance determined to have various gas filtration and other unique applications, including agriculture feed, odor absorption and fertilizers. No revenues were received from this activity during the last five years.

        Although the Company has sizeable estimates of zeolite reserves – approximately 132,000 tons of high-grade chabazite and over 1,300,000 tons of lower grade material – the Company lacks the financial resources to actively pursue the market development of this material. The Company is also subject to strong competition from both other grades of natural zeolite and synthetic zeolites marketed by competitors of the Company. The mining claims are on government-owned land and consist of 15 claims encompassing a total of 300 acres.

        In May, 1995, the Company sold its mining rights in exchange for a future royalty of $2.00 per ton of zeolite mined, however, there is no assurance that the purchaser will be able to sell any significant amounts of zeolite. The purchaser, who owns other mining rights in the same area, will absorb all costs of maintaining the claims and will attempt to develop the market for this type of zeolite. The Company retained ownership of approximately 20 acres of land in close proximity to the mining claims.

2

INVESTMENT IN AFFILIATED COMPANY

        The Company owned 20,000 shares (representing approximately 1.4% of all outstanding shares) of Wisconsin Real Estate Investment Trust (“WREIT”). Hickory Furniture Company, a majority owned subsidiary of Telco, owned the majority of the outstanding stock of WREIT. The Company’s shares were purchased in 1980 at cost of $93,836. The Company used the equity method of accounting for this investment which had a book value of $-0- as the Company’s share of WREIT losses had exceeded the original cost. WREIT was dissolved by operation of law in April, 1996 with no distribution to shareholders.

EMPLOYEES

        The Company has not had any employees since 1989.

ITEM 2.      DESCRIPTION OF PROPERTIES

        The Company has no plants or other materially important physical properties, except the property described below.

        Reference is made to Item (b) (ii) regarding ownership of certain mining rights (which were sold in 1995) and 20 acres of land in Arizona. Revenues generated from these assets are subject to the cash receipts participation rights of TELCO.

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 $2,300 have been paid and the appropriate corporate reports have been filed.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.

PART II

ITEM 5.      MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY OLDER MATTERS

        NRG’s common shares are traded through brokers who have registered with the National Association of Securities Dealers to make a market in these shares. The following table sets forth for the periods indicated the range of high and low bid prices as reported by the primary market maker, Mesirow Financial. These quotations do not reflect retail mark-ups, markdowns or commissions and do not represent actual transactions. There is no significant trading market for NRG common stock.

3

3.    Approximate number of shareholders

         December 31, 2003               607

4.     Dividends

        There are no restrictions on the payment of dividends, but the Company has never paid dividends and has no plans for paying dividends in the foreseeable future.

5.     Number of shares authorized and outstanding

*    In December 1983, the Company’s Board of Directors approved a reverse stock split, effective as of the close business of December 19, 1983 pursuant to which one new share of common stock, par value $.10 per share, was issued for every 20 shares of old common stock, par value $.005 per share, then outstanding. No other changes in the attributes of the common shares were 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 competed; however, the Company intends to complete the action as soon as practicable. All comments relating to common shares have been adjusted to reflect the full implementation of the reverse stock split. Since December 19, 1983 no matters have been submitted to the Company’s stockholders for their approval, nor has the Company taken any action requiring the submission of any matter to the stockholders for approval.

        After giving consideration to the Company’s commitment to purchase all fractional shares resulting from the reverse stock split, the Company has 255,311 new shares of stock outstanding. As of December 31, 1996, 305,619 new shares (including 50,518 new shares held in treasury) were issued, which represents a 100% conversion of old shares into new shares.

4

ITEM 6.     SELECTED FINANCIAL DATA

(a)     See Note C of Notes to Consolidated financial Statements

RESULTS OF OPERATIONS OPERATING RESULTS

        The Company reported a net loss of $(29,000) ($.11 per share) in 2003 compared to $(29,000) ($.11 per share) in 2002 and 2001, respectively. In May, 1995 the Company sold its mining rights in exchange for future royalty of $2.00 per ton of zeolite mined, however, there is no assurance that the purchaser will be able to sell any significant amount of zeolite. General and administrative expenses were $29,000, in 2003, 2002 and 2001 respectively. These amounts include fees of $29,000, charged by Telco and Hickory for management services (accounting, shareholder services, legal, etc.) provided.

LIQUIDITY AND CAPITAL RESOURCES

        The Company has no cash generating activities. Substantially all the Company’s cash surpluses were loaned in 1980‘s to its major stockholder, 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 December 31, 2003, December 31, 2002 and December 31, 2001. Through January 1994, administrative expenses of NRG were paid for 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 advances has been established and no significant collection 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 stockholders’ equity and effective 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 December 31, 2003, interest earned but not accrued was an additional $3,555,000.

5

        Effective February 1994, the administrative expenses and management services were paid for/provided by Hickory. As of December 31, 2003, NRG owes Hickory $229,737 for administrative expenses and management service fees.

        The Company has current liabilities 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 vacant land.

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

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The response to Item 8 is submitted on pages 12 to 20 of this report. Pursuant to Regulation S-X Rule 3-11 of the Securities Exchange Act of 1934 NRG met the definition of an inactive entity in 2003, 2002, and 2001. Therefore, its financial statements for those years are unaudited.

ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None.

PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

        The following sets forth the names and ages of all directors and executive officers of the registrant, all positions and offices with the registrant held by each such person and the year in which each such person was first elected a director of the registrant. Directors of the registrant are elected to serve until their successors have been elected and qualified.

        Chairman of the Board of Directors and Chief Executive Officer of TELCO; Chairman of the Board and President of RDIS Corporation; General Partner of Sierra Associates, itself the General Partner of Sierra Capital Group (an investment partnership); Chairman of the Board and Chief Executive Officer of Lincolnwood Bancorp Inc. (a one-bank holding company), and Chairman of the Board of its subsidiary, Bank of Lincolnwood; Chairman, Chief Executive Officer and Director of Hickory Furniture Company; Director of Wellco Enterprises, inc. (until December, 1995); Director and Chairman of Alba-Waldensian, Inc. (until May, 1999); Director and Chief Executive Officer (since July 1, 1992) of Indiana Financial Investors, Inc.; Chairman of the Board of Directors and Chief Executive Officer of Sunstates Corporation; Director of Rocky Mountain Chocolate Factory, Inc. (since May, 1999).

6

(1)     The following information is provided voluntarily by Mr. Engle although it is not deemed material information, as it is not deem material information as that term is used in Item 401 of Regulation S-K. Mr. Engle is the subject of Cease and Desist Order dated October 7, 1993, issued by the Securities and Exchange Commission (the Commission), requiring Mr. Engle and certain of his affiliated companies to permanently cease and desist from committing any further violations of Section 16(a) of the Securities Exchange Act of 1934 as amended, and the rules promulgated thereunder, which requires monthly and other periodic reports of transactions in certain securities. The Commission found some of the reports of such transactions to have been filed delinquently although many of these transactions were between affiliated entities or had been publicly reported in other reports filed with the Commission or had been otherwise publicly announced.

        COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT OF 1934

        No Forms 3 and 4 have been filed and no Forms 5 have been furnished to the Company during the fiscal year ended December 31, 2003. To the best of the Company’s knowledge, no person who was a director, officer or beneficial owner of more than ten percent of any class of equity securities of the Company (a reporting person), failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934 during the most recent fiscal year.

ITEM 11.      EXECUTIVE COMPENSATION

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table shows the name, address, relationship to the Company, and record and beneficial ownership, as of March 1, 2004, of each person known to the Company to be either the record or beneficial owner of more that five percent (5%) of its outstanding, $.10 par value, common stock:

7

NOTE (1)

        At March 1, 2004 the Company has 255,311 shares of new common stock outstanding (excluding 50,518 shares held in treasury), after consideration of the implementation of a 1 for 20 reverse stock split authorized by the Company’s Board of Directors on December 19, 1983, and subsequent purchase of related fractional shares by the Company.

NOTE (2)

    Mr.        Clyde Wm. Engle, who is a director of the Company, is the Chairman of the Board of directors of RDIS Corporation (“RDIS”) and is the beneficial owner of in excess of 50% of the outstanding common stock of RDIS. RDIS presently owns 100% of the outstanding common stock of TELCO. Mr. Engle is Chairman of the Board and Chief Executive Officer of TELCO. As of March 1, 2004, TELCO owned beneficially 84.62% of the Company’s common stock.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        In December 1979 TELCO and the Company entered into a certain cash receipts participation arrangement. Under this arrangement, which was principally to compromise certain indebtedness owed by the Company, TELCO will receive 75% of the cash receipts realized by the Company from specific enumerated areas of activity, until such time as the total amount realized by TELCO is $992,853. Thereafter TELCO will receive 25% of any further cash receipts realized by the Company from the indicated areas of activity. The cumulative payments since 1979 have amounted to $785,060.

        See discussion of investment in affiliated company under Description of Business. See discussion of balances due to and from affiliates in Management Discussion and in Note C of the Notes to Consolidated Financial Statements.

        All transactions with affiliates are done on terms as fair as those that would exist for transactions with non-affiliates.

ITEM 14.      CONTROLS AND PROCEDURES

        The Chairman and Chief Executive and Chief Financial Officer of the Company (its principal executive officer and principal financial officer) have evaluated the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of a date within 90 days of the date of the filing of this Report on Form 10-K. Based upon that evaluation, he has concluded that the Company’s disclosure controls and procedures are effective in timely alerting him to material information required to be included in the Company’s periodic SEC filings relating to the Company (including its consolidated subsidiaries). There were no significant changes in the Company’s internal controls, or in other factors that could significantly affect these controls, subsequent to the date of such evaluation.

8

PART IV

ITEM 15.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)     LIST OF DOCUMENTS FILED AS PART OF THIS REPORT

All schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or the required information is included in the Consolidated Financial Statements and notes thereto and therefore have been omitted.

9

SIGNATURES

        Pursuant to the requirements of Section 13 of 15(d) 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.

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dated indicated.

10

CERTIFICATION OF CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER

I, Clyde Wm. Engle, certify that:

    1.        I have reviewed this annual report on Form 10-K of NRG, Incorporated;

    2.        Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

    3.        Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

    4.        The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    5.        The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

    6.        The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

11

Annual Report on form 10-K

Item 8, Item 14 (a) (1) and (2), and Item 14 (d)

List of Financial Statements and Financial Statement Schedules

Financial Statements

Year Ended December 31, 2003

12

NRG INCORPORATED

Lincolnwood, Illinois

FORM 10-K ITEM 15 (a) (1) AND (2)

NRG INCPORATED

List of Financial Statements and Financial Statement Schedules

The following consolidated financial statements of the Registrant are included in Item 8:

All schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or the required information is included in the Consolidated Financial Statements and notes thereto and therefore have been omitted.

Pursuant to Regulation S-X Rule 3-11 of the Securities Exchange Act of 1934, NRG has met the definition of an inactive entity in 2003, 2002, and 2001. Therefore its 2003, 2002 and 2001 financial statements are unaudited.

13

NRG INCORPORATED

Consolidated Balance Sheets
(Unaudited)

See notes to consolidated financial statements

14

NRG INCORPORATED

Consolidated Statements of Operations
(Unaudited)

See notes to consolidated financial statements

15

NRG INCORPORATED

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY
(UNAUDITED)

See notes to consolidated financial statements

16

NRG INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

See notes to consolidated financial statements

17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – SUMMARY 0F SIGNIFICANT ACCOUNTING POLICIES

PARENT COMPANY: The Company is a majority-owned subsidiary of Telco Capital Corporation (“Telco”) and TELCO is a wholly owned subsidiary of RDIS CORPORATION (“RDIS”). Hickory Furniture Company (“Hickory”) is a majority owned subsidiary of TELCO.

PRINCIPLES OF CONSOLIDATION: The accompanying financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances have been eliminated.

CASH:    Cash consists of cash in non-interest bearing and money market checking accounts.

INCOME TAXES: Beginning with the year ended December 31, 1990, the Company is included in the consolidated federal income tax return of RDIS as the result of Telco becoming the owner of greater than 80% of the Company’s common stock in late 1989. Prior to 1990, the Company filed a separate federal income tax return. The Company continues to calculate its income tax provision as if it filed a separate return.

EARNINGS PER SHARE: Earnings per share is based on the weighted average number of common shares outstanding during the year. There are no common stock equivalents.

NOTE B – ESTIMATED AMOUNT PAYABLE TO STOCKHOLDER

In 1979, the Company entered into an agreement with TELCO whereby TELCO was granted a contingent right to a major portion of the new cash receipts realized by the Company from defined participating assets in consideration for the cancellation of certain debt obligations and the return of 1,000,000 shares of the Company’s common stock owned by TELCO.

This transaction resulted in the recording of an estimated amount payable to TELCO in the amount of 75% of the book value of the participating assets at December 31, 1979.

Under the terms of the agreement, the remaining participating assets as of December 31, 1993 were defined as follows:

18

A summary of the estimated amount payable to stockholder follows for the years ended December 31:

Changes in estimate are accounted for as a change to paid-in capital. Certain mining claims were sold in 1995 in exchange for a future royalty of $2.00 per ton of zeolite mined, however there is no assurance that the purchaser will be able to sell any significant amount of zeolite.

TELCO has the right to receive 75% of the cash realized from the participating assets until the total of such receipts reaches $992,853 The potential unpaid balance under the agreement is $207,793 at December 31, 2003. This contingent liability is recorded at a lower amount of $1,805 in the Company’s balance sheet, representing 75% of the remaining underlying net book value of the applicable assets described above.

In the event that 75% of the future cash realized from the remaining participating assets exceeds the recorded amount of $1,805, the company has an obligation to continue making payments up to the potential unpaid balance. If the potential unpaid balance is ever paid in full, TELCO is entitled to receive, in perpetuity, 25% of any further cash realized from the participating assets.

NOTE C – NOTE AND INTEREST RECEIVABLE FROM STOCKHOLDER

A summary of the note and interest receivable from Telco for the years ended December 31 follows:

19

No schedule for payment of the amounts advanced has been established and no significant collection 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 stockholders’ equity and effective 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 December 31, 2003 interest earned but not accrued was an additional $3,555,000. The note is payable upon demand and bears interest at the prime rate of interest plus two percent.

Reductions to the note represent administrative expenses of NRG paid for by Telco and management service fees (for accounting, shareholder relations, legal, etc.) through January, 1994. Effective February, 1994, the administrative expenses and management service fees were paid for/provided by Hickory. As of December 31, 2003, NRG owes Hickory $229,737 for administrative expenses and management service fees. Total management service fees and expenses incurred by NRG were $29,000, for 2003, 2002 and 2001, respectively.

NOTE D – INVESTMENT IN AFFILIATED COMPANY

In 1980, the Company acquired 20,000 shares, or approximately 1.4% of the outstanding common shares of beneficial interest of Wisconsin Real Estate Investment Trust (“WREIT”). WREIT is a majority owned subsidiary of Hickory Furniture Company which is a majority owned subsidiary of TELCO. Since January 1984 the Company has accounted for its investment in WREIT under the equity method of accounting. Equity in the losses of WREIT reduced NRG’s investment to zero during 1991 as cumulative equity in WREIT’s losses exceeded NRG’s original investment. The investment balance has not changed since 1991.

WREIT was dissolved by operation of law in April, 1996 with no distribution to shareholders.

NOTE E – INCOME TAXES

The Company adopted Financial Accounting Standards Boards (“FASB”) Statement No. 109, “Accounting for Income Taxes”, effective January 1, 1993. The only current impact of this statement of the Company is that the utilization of net operating loss carryforwards will no longer be reported as an extraordinary item in the statement of operations, but instead the provision for income taxes will be presented net of any benefit recognized from the utilization of existing net operating loss carryforwards.

20

Following is a reconciliation of NRG’s provision for income taxes to the amount determined by applying the statutory federal rated of 34% to pretax income:

At December 31, 1996, the Company had net operating loss carryforward for financial reporting and federal income tax purposes of approximately $7,000,000 expiring from 1999 through 2011.

NOTE F –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.

NOTE G –CANCELLATION OF PENDING MERGER

Telco Capital Corporation (“Telco”), NRG’s majority stockholder, has advised NRG that its announced plan to merge NRG into a wholly owned subsidiary of Telco has had to be abandoned owing to financial reversals experienced at Telco’s principal, indirect subsidiary, Coronet Insurance Company.

21

NRG INCORPORATED
Form 10K Annual Report
For the Year Ended December 31, 2003

(21)     Subsidiaries of the Registrant

(22)      Financial Data Schedule [omitted]

22