SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25 ---------------
SEC FILE NUMBER
0-8505
NOTIFICATION OF LATE FILING ---------------
CUSIP NUMBER
667822 10 0
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(Check One): [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 1997
[ ] 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: ________________
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Read Attached Instruction Sheet 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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Full Name of Registrant
Northwest Teleproductions, Inc.
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
4000 West 76th Street
City, State and Zip Code
Minneapolis, Minnesota 55435
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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 reasonable 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
[X] 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 prescribed
due date; or the subject quarterly report of 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.
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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 Form 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)
Following the end of the Registrant's fiscal year, the
Registrant negotiated and completed a major refinancing of its bank borrowings.
In light of the staff and time required to complete such financing, additional
time is now required to provide for adequate preparation and review of the
Registrant's year-end report.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Phillip A. Staden 612 835-6450
(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 press release issued July 1, 1997.
Northwest Teleproductions, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date July 1, 1997 By /s/ Phillip A. Staden
Phillip A. Staden, Chief Financial Officer
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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulations S-T (ss. 232.201 or ss. 232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss. 232.13(b) of this chapter). 551906
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NEWS RELEASE
CONTACT: Phillip A. Staden, CPA Minneapolis, Minnesota
Chief Financial Officer July 1, 1997
Northwest Teleproductions, Inc. (Nasdaq: "NWTL") reports sales of
$2,762,017 and a net loss of $1,081,364 or $.80 per share for the
fourth quarter ended March 31, 1997. This compares with sales of
$2,686,923 and a net loss of $2,252,173 or $1.62 per share for the
fourth quarter of the prior year.
Sales for the fiscal year ended March 31, 1997 of $11,852,758 resulted
in a net loss of $1,455,823 or $1.07 per share. Results for the prior
year were sales of $12,509,041 and a net loss of $2,415,977 or $1.73
per share.
Sales for the fiscal year ended March 31, 1997 decreased 5% from the
fiscal year ended March 31, 1996. Cost of products and services sold
equaled 97% of total sales in fiscal 1997 as compared to 86% of total
sales in fiscal 1996. The increase in the cost of sales rate in fiscal
1997 results from a 5% decline in sales along with a shift in the
sales mix to full service production which is characterized with
higher direct job costs. Also affecting the increased costs of sales
rate in fiscal 1997 was the one-time write-off of capitalized lease
deposits, capitalized consultants fees, capitalized costs associated
with proprietary programming and infomercials along with a write down
of obsolete inventory. The total for these charges was $544,500.
Operating results for fiscal 1997 include severance and other charges
of $161,834. Operating results for fiscal 1996 included a goodwill
impairment charge of $1,060,300, settlement and litigation costs of
$100,000 and severance and other charges of $443,000.
"While these results are disappointing, we look forward to improved
results in the near future," said John McGrath, President and CEO of
Northwest Teleproductions, Inc. "With an entirely new management team
and a focus on returning the Company's core competencies to
profitability, we are confident of better days ahead. Many changes
have been put into place and there is a continuing effort to reduce
overhead. We have reduced payroll related expenses and the effect on
fiscal 1998 operating results is an estimated $625,000. Hidden in
these year-end results is quite a bit of good news. We have in excess
of $6,000,000 in order backlog in our Cable and Government Services
Divisions. Both divisions are now well aimed at growing markets. In
April we completed our refinancing with NationsCredit which provides
for an $8,500,000 line of credit. Now that the refinancing is complete
and the organization has been streamlined we can begin the process of
identifying growth opportunities in the marketplace. Growth is what
this is all about. All of these actions make me feel very optimistic
about the future. We thank our stakeholders for their continued
patience during this turnaround."
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<TABLE>
<CAPTION>
RESULTS OF OPERATIONS
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Three Months Ended Twelve Months Ended
March 31 March 31
1997 1996 1997 1996
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<S> <C> <C> <C> <C>
NET SALES $2,762,017 $2,686,923 $11,852,758 $12,509,041
COSTS AND EXPENSES
Costs of Products and services sole $3,578,779 $2,870,728 $11,518,677 $10,733,791
Selling, general and administrative $434,152 $891,991 $1,855,691 $2,707,709
Goodwill impairment charge $1,060,330 $1,060,330
Cost of litigation other settlements $100,000
Severance and other charges $161,834 $443,000 $161,834 $443,000
Interest $124,944 $123,273 $489,953 $487,770
---------- ---------- ----------- -----------
$4,299,709 $5,389,322 $14,026,155 $15,532,600
---------- ---------- ----------- -----------
($1,537,692) ($2,702,399) ($2,173,397) ($3,023,559)
---------- ---------- ----------- -----------
OTHER INCOME ($1,032) $11,226 $10,574 $58,582
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INCOME BEFORE INCOME TAX (CREDIT) EXPENSE ($1,538,724) ($2,691,173) ($2,162,823) ($2,964,977)
INCOME TAX (CREDIT) EXPENSE ($457,380) ($439,000) ($707,000) ($549,000)
NET INCOME (LOSS) ($1,081,364) ($2,252,173) ($1,455,823) ($2,415,977)
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NET INCOME (LOSS) PER SHARE ($0.80) ($1.62) ($1.07) ($1.73)
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