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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)
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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)
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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
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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
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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
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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
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Exhibit 2.1
NRG Generating (U.S.) Inc.
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
(Unaudited)
Three Months Ended Year Ended
December 31, December 31, December 31, December 31,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
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
</TABLE>
