| [ X ] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Period ended JUNE 30, 2004 |
|
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 June 30, 2004 | |
|---|---|---|
| Common stock, $.10 par value | 255,311 shares | |
NRG INCORPORATED
Consolidated Balance Sheet
Unaudited
| ASSETS | June 30, 2004 |
December 31, 2003 |
||||||
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 | 244,237 | 229,737 | ||||||
| Estimated amount payable to stockholder | 1,805 | 1,805 | ||||||
Total liabilities | 248,196 | 233,696 | ||||||
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) | (2,735,835 | ) | (2,721,335 | ) | ||||
| Treasury stock, at cost - 50518 shares | (102,980 | ) | (102,980 | ) | ||||
Total stockholders' equity | 1,733,613 | 1,748,113 | ||||||
Less receivable from majority | ||||||||
| stockholder | (1,979,320 | ) | (1,979,320 | ) | ||||
| $ | 2,489 | $ | 2,489 | |||||
| See Accompanying Notes |
2
Consolidated
Statements of Operations
Unaudited
| For the Three Months Ended June 30, | ||||||||
| 2004 | 2003 | |||||||
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 |
3
Consolidated
Statements of Operations
Unaudited
| For the Six Months Ended June 30, | ||||||||
| 2004 | 2003 | |||||||
Revenues |
$ -0- | $ -0- | ||||||
General and administrative expenses | 14,500 | 14,500 | ||||||
Net Loss | $ (14,500 | ) | $ (14,500 | ) | ||||
PER SHARE INFORMATION | ||||||||
Weighted average number of | ||||||||
| common shares outstanding | 255,311 | 255,311 | ||||||
Net Loss | $ (.06 | ) | $ (.06 | ) | ||||
| See Accompanying Notes |
4
Consolidated
Statements of Cash Flows
Unaudited
| For the Six Months Ended June 30, | ||||||||
| OPERATING ACTIVITIES: | 2004 | 2003 | ||||||
Net Loss |
$ (14,500 | ) | $ (14,500 | ) | ||||
| 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 | 14,500 | 14,500 | ||||||
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 |
5
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, 2003. The results of operations for the six months ended June 30, 2004, are not necessarily indicative of the results that may be expected for the full fiscal year.
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.
6
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 June 30, 2004. 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 June 30, 2004, interest earned but not accrued was an additional $3,702,000.
Effective February 1994, the administrative expenses and management services were paid for/provided by Hickory Furniture Company. At June 30, 2004 NRG owes Hickory $244,237 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 an earlier sale of certain vacant land.
The Company has no plans for capital expenditures or borrowing funds.
The Company reported a net loss of $14,500 ($ .06 per share) for the six months ended June 30, 2004. This compares to a net loss of $14,500 ($ .06 per share) for the six months ended June 30, 2003. 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 $14,500 for each six months ended June 30, 2004 and 2003, respectively. These amounts include fees of $14,500 for both years charged by Hickory for management services (accounting, shareholder services, legal, etc) provided.
7
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.
8
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 | |||||
/s/ Clyde Wm. Engle | |||||
| Clyde Wm. Engle | |||||
| Chairman, Chief Executive, | |||||
| Financial and Accounting | |||||
| Officer and Director | |||||
Date: August 13, 2004
9