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: December 31, 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
[X] fifteenth calendar day following the 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 February
attending to various financial issues and researching financial statement
disclosures required.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notifica-
tion:
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 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.
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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: February 15, 2000 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 December 31, 1999.
NBI, INC.
PRELIMINARY CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues:
Sales $3,113 $4,331 $6,961 $8,229
------- ------- ------- -------
Costs and expenses:
Cost of sales 2,471 2,942 5,167 5,624
Marketing, general and administrative 734 741 1,479 1,427
------- ------- ------- -------
3,205 3,683 6,646 7,051
------- ------- ------- -------
Income (loss) from operations (92) 648 315 1,178
Other income (expense):
Net gain on investments 9 -- 57 --
Other income and expenses, net 7 2 10 14
Interest expense (49) (45) (97) (96)
------- ------- ------- -------
(33) (43) (30) (82)
------- ------- ------- -------
Income (loss) from continuing operations before
income taxes (125) 605 285 1,096
Income tax benefit (provision) 7 (169) (21) (228)
------- ------- ------- -------
Income (loss) before discontinued operations (118) 436 264 868
Income (loss) from discontinued operations,
net of income tax benefit (provision) of $(3),
$95, $(24) and $89, respectively 5 (185) 33 (184)
------- ------- ------- -------
Net income (loss) (113) 251 297 684
Dividend requirement on preferred stock (126) -- (252) --
------- ------- ------- -------
Income (loss) attributable to common stock $ (239) $ 251 $ 45 $ 684
======= ======= ======= =======
Income (loss) per common share - basic:
Income (loss) before discontinued operations $ (.03) $ .05 $ -- $ .11
Income (loss) from discontinued operations -- (.02) .01 (.03)
------- ------- ------- -------
Net income (loss) $ (.03) $ .03 $ .01 $ .08
======= ======= ======= =======
Income (loss) per common share - diluted:
Income (loss) before discontinued operations $ (.03) $ .05 $ -- $ .10
Income (loss) from discontinued operations -- (.02) .01 (.02)
------- ------- ------- -------
Net income (loss) $ (.03) $ .03 $ .01 $ .08
======= ======= ======= =======
Weighted average number of common
shares outstanding 8,103 8,088 8,102 8,088
======= ======= ======= =======
<FN>
The Company expects a substantial decline in income attributable to common stock for the three
and six months ended December 31, 1999 compared to the same periods in the prior fiscal year,
primarily due to a decline of $1.0 million in revenues from L.E. Smith Glass Company's largest
customer during the second quarter of fiscal 2000 compared to the same period in the prior
fiscal year, as well as the dividend requirement on its preferred stock for fiscal 2000
related to preferred stock issued on December 31, 1998. In addition, the lower revenue volume
caused unfavorable absorption of fixed manufacturing costs. These declines were partially
offset by the absence of a loss on the disposal of a discontinued operation, as recorded
during the second quarter of fiscal 1999.
On December 30, 1999, the Company paid the IRS $400,000 of the $1,778,000 that was due on or
before December 31, 1999. No further payments have been made since that date. The Company is
currently in discussions with the IRS in an effort to obtain an extension on the remaining
balance of $1,378,000, or to satisfy its IRS obligations. However, there can be no assurance
that the Company will be able to obtain an extension or satisfy its IRS obligations.
</TABLE>
