UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEC FILE NUMBER
1-8232
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FORM 12B-25
CUSIP NUMBER
628735-20-1
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NOTIFICATION OF LATE FILING
(Check one): [ ] Form 10-K & Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[x] Form 10-Q & Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 1998
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instructions (on back page) Before Preparing Form. Please Print or Type
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
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Full Name of Registrant
NBI, Inc.
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Former Name if Applicable
N/A
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Address of Principal Executive Office (Street and Number)
1880 Industrial Circle, Suite F
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City, State and Zip Code
Longmont, CO 80501
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PART II - RULES 12B-25(B) AND (C)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
[x] prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
<PAGE>
PART III - NARRATIVE
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State below in reasonable detail the reasons why the Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or
portion thereof, could not be filed within the prescribed time period.
(ATTACH EXTRA SHEETS IF NEEDED.)
The Company has had to devote a significant amount of time in April and May to
finalizing its negotiations with the IRS and to researching various accounting
issues related to its third fiscal quarter ended March 31, 1998.
PART IV - OTHER INFORMATION
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(1) NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS
NOTIFICATION:
Marjorie Cogan (303) 684-2700
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(Name) (Area Code) (Telephone Number)
(2) HAVE ALL OTHER PERIODIC REPORTS REQUIRED UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SECTION 30 OF THE INVESTMENT COMPANY
ACT OF 1940 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER
PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) BEEN
FILED? IF ANSWER IS NO, IDENTIFY REPORT(S).
[x] Yes [ ] No
(3) IS IT ANTICIPATED THAT ANY SIGNIFICANT CHANGE IN RESULTS OF OPERATIONS
FROM THE CORRESPONDING PERIOD FOR THE LAST FISCAL YEAR WILL BE
REFLECTED BY THE EARNINGS STATEMENTS TO BE INCLUDED IN THE SUBJECT
REPORT OR PORTION THEREOF?
[x] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See Attached
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NBI, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 18, 1998 By: /s/ Marjorie A. Cogan
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INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS
(SEE 18 U.S.C. 1001).
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<PAGE>
Part IV
NBI, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Amounts in Thousands Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
<PAGE>
Three Months Ended Nine Months Ended
March 31, March 31,
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Revenues:
Sales $3,160 $2,868 $9,426 $9,221
Service and rental 429 398 1,584 1,389
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3,589 3,266 11,010 10,610
Costs and expenses:
Cost of sales 2,201 2,084 6,806 6,381
Cost of service and rental 389 339 1,205 1,056
Marketing, general and
administrative 876 819 2,596 2,475
Impairment of goodwill 167 -- 167 --
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3,633 3,242 10,774 9,912
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Income (loss) from
operations (44) 24 236 698
Other income (expense):
Net gain (loss) on investments -- 414 (39) 585
Other income and expenses, net (17) 22 (28) 223
Interest expense (159) (174) (524) (508)
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(176) 262 (591) 300
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Income (loss) before income
taxes (220) 286 (355) 998
Income tax benefit (provision) 132 11 109 (90)
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Net income (loss) $(88) $297 $(246) $908
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</TABLE>
The Company expects a net loss for the three and nine months ended March 31,
1998 compared to net income in the same periods of the prior fiscal year,
primarily due to the absence of a significant net gain on investments which
was recorded during the three and nine months ended March 31, 1997, resulting
from a lack of funds available to invest during fiscal 1998. In addition,
during the third quarter of fiscal 1998, the Company recorded a non-cash
impairment loss of $167,000 related to a write-down of goodwill associated
with the Children's paint manufacturing operation. The impairment occurred
primarily due to the unfavorable results of a change in sales focus which
was implemented late in fiscal 1997, as well as the business' inability
to sustain long-term customers. However, this was partially offset by a
significant income tax benefit recorded during the three and nine months ended
March 31, 1998.
