UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEC FILE NUMBER
1-8232
FORM 12b-25
CUSIP NUMBER
628735-20-1
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: September 30, 1999
[ ] 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
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)
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
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 October and
November on (i) negotiations of terms and conditions of, (ii) researching the
related accounting and tax issues of, and (iii) preparation of the related proxy
statement for its proposed sale of a majority of the assets of a wholly-owned
subsidiary, Willowbrook Properties, Inc. and all of the capital stock of a
wholly-owned subsidiary, NBI Properties, Inc. that is to be voted on at the
Company's Annual Stockholders Meeting.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Marjorie A. 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 report(s) 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
NBI, Inc.
--------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 16, 1999 By: /s/ Marjorie A. Cogan
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).
<PAGE>
Part IV
The following shows NBI Inc.'s preliminary results of operations that is
expected for the quarter ended September 30, 1999.
<TABLE>
<CAPTION>
NBI, INC.
PRELIMINARY CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands Except Per Share Data)
(Unaudited)
Three Months Ended
September 30,
1999 1998
<S> <C> <C>
Revenues:
Sales $3,848 $3,898
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Costs and expenses:
Cost of sales 2,696 2,682
Marketing, general and administrative 745 686
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3,441 3,368
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Income from operations 407 530
Other income (expense):
Net gain on investments 48 --
Other income and expenses, net 3 12
Interest expense (48) (51)
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3 (39)
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Income from continuing operations before provision for income taxes 410 491
Provision for income taxes (28) (57)
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Income before discontinued operations 382 434
Income (loss) from discontinued operations, net of
income tax benefit of $21 and expense of $8, respectively 28 (1)
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Net income $ 410 $ 433
Dividend requirement on preferred stock (126) --
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Income attributable to common stock $ 284 $ 433
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Income per common share - basic and diluted:
Income before discontinued operations $ .03 $ .05
Income (loss) from discontinued operations .01 --
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Net income $ .04 $ .05
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Weighted average number of common shares outstanding 8,100 8,088
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<FN>
The Company expects a decline of $149,000 in income attributable to common stock for the first quarter
of fiscal 2000 compared to the same quarter of the prior fiscal year, primarily due to the dividend
requirement on its preferred stock for the quarter ended September 30, 1999, related to preferred stock
issued on December 31, 1998. In addition, the Company had a small decline in gross margin and
significantly higher sales commissions in the first quarter of fiscal 2000, due to the sales mix. This
was partially offset by a net gain on investments of $48,000 recorded in the first quarter of fiscal
2000 compared to no gain or loss for the same quarter of the prior fiscal year.
</TABLE>
