-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HbgoClUFoHpDI5SZy1FKouOgSg1tk+B/QnP/LwBlnnpMZrDb2ExDECPfEqo9Wm/p XZrMWh2u04t/Rm41mYdvNg== 0000795185-97-000001.txt : 19970211 0000795185-97-000001.hdr.sgml : 19970211 ACCESSION NUMBER: 0000795185-97-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970207 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970207 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NRG GENERATING U S INC CENTRAL INDEX KEY: 0000795185 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 592076187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09208 FILM NUMBER: 97520481 BUSINESS ADDRESS: STREET 1: 1221 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55403 BUSINESS PHONE: 6123735300 MAIL ADDRESS: STREET 1: 1221 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55403 FORMER COMPANY: FORMER CONFORMED NAME: O BRIEN ENVIRONMENTAL ENERGY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: OBRIEN ENERGY SYSTEMS INC DATE OF NAME CHANGE: 19910804 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 1997 NRG Generating (U.S.) Inc. (Exact name of Registrant as Specified in Charter) Delaware 1-9208 59-2076187 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification Number) incorporation) ------------- 1221 Nicollet Mall, Minneapolis, Minnesota 55403 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (612) 373-5300 (Former name or former address, if changed since last report) ITEM 5. Other Events. NRG Generating (U.S.) Inc. (the "Company") announced February 7, 1997 that net income was $1.617 million for the quarter ended December 31, 1996, or earnings per share of $0.25. For the quarter ended December 31, 1995 the Company reported a loss of $3.646 million. For the six months, and year ended, December 31, 1996 the Company had net income of $6.423 million, or earnings per share of $1.00. For the comparable period in 1995 a loss of $1.075 million was reported. The $1.00 includes a $0.25 extraordinary gain recorded in the September 30, 1996 quarter representing an extraordinary gain from the negotiated payment of subsidiary debt financing. The six month period results will be the annual results, as earlier in the year the Company announced that it was changing its year end to December 31. Previously the Company had a fiscal year end of June 30. Weighted shares outstanding for the quarter were 6.422 million compared to 3.712 million for the same period in 1995. The Company also announced that the Nasdaq Stock Market has approved the Company for listing on the Nasdaq SmallCap Market(SM). The Nasdaq Board of Directors has recently proposed the adoption of an alternative set of criteria for Nasdaq National Market System listing which the Company currently would satisfy. Such proposed criteria remain subject to further review, including review and approval by the Securities and Exchange Commission. If such criteria are adopted the Company intends to apply for National Market System listing and to obtain such listing as promptly as practicable. In addition, the Company also announced that NRG Energy, Inc. had purchased Power Operations, Inc. a wholly-owned subsidiary of the Company. Power Operations, Inc. has responsibility for operating and maintenance for the Company's Newark and Parlin cogeneration facilities. The Company and its subsidiaries, formerly known as O'Brien Environmental Energy, Inc. develop and own cogeneration projects which produce electricity and thermal energy for sale to industrial and commercial users and public utilities. In addition, the Company, through its subsidiaries, sells and rents power generation, cogeneration and standby/peak shaving equipment and services. The Company is 41.86% owned by NRG Energy, Inc., a wholly-owned subsidiary of Northern States Power Company (NYSE Ticker: NSP). Except for the historical information contained herein, this news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties, including the risk that the Nasdaq Listing and Hearing Review Committee may reverse or modify the above- referenced decision to approve the Company for listing on the Nasdaq SmallCap Market(SM) within 45 calendar days after such decision and that the Company may not satisfy the proposed Nasdaq National Market listing criteria, if and when such criteria are adopted, as well as other risks detailed from time to time in the Company's SEC reports, including the report on Form 10-Q for the quarter ended September 30, 1996. 1 ITEM 7. Financial Statements and Exhibits. (a) Financial statements of business acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Exhibits: 2.1 Condensed Consolidated Statements of Operations of NRG Generating (U.S.) Inc. for the quarter and six months ended December 31, 1996 and 1995. 2 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NRG GENERATING (US.) INC. /s/ Timothy P. Hunstad By: Timothy P. Hunstad Vice President and Chief Financial Officer Date: February 7, 1997 3 EXHIBITS FILED AS ITEM 7 TO THE FORM 8-K OF NRG GENERATING (U.S.) INC. ON FORM 8-K DATED FEBRUARY 7, 1997. 2.1 Condensed Consolidated Statements of Operations of NRG Generating (U.S.) Inc. for the quarter and six months ended December 31, 1996 and 1995. 4 EX-2.1 2 EXHIBIT 2.1 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS OF NRG GENERATING (U.S.) INC. FOR THE QUARTER AND SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995. Exhibit 2.1 NRG Generating (U.S.) Inc. Condensed Consolidated Statements of Operations (Dollars in thousands, except per share data)
(Unaudited) Three Months Ended Year Ended December 31, December 31, December 31, December 31, 1996 1995 1996 1995 Total Revenues $ 20,207 $ 24,078 $ 39,916 $ 50,901 Total Cost of Sales 11,167 18,177 21,987 34,249 Gross Profit 9,040 5,901 17,929 16,652 Income From Operations 4,982 3,981 11,590 12,341 Income (Loss) Before Extraordinary Item 1,617 (3,646) 4,780 (1,075) Extraordinary Item, Net of Income Taxes 0 0 1,643 0 Net Income (Loss) $ 1,617 $ (3,646) $ 6,423 $ (1,075) Net Income (Loss) Per Share $ 0.25 $ (0.98) $ 1.00 $ (0.29) Weighted Average Shares Outstanding 6,422 3,712 6,422 3,712
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