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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-21802
Cusip Number: 62944W207
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 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:
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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:_____
PART I - REGISTRANT INFORMATION
N-Viro International Corporation
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Full Name of Registrant
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Former Name if Applicable
3450 W. Central Avenue, Suite 328
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Address of Principal Executive Office (Street and Number)
Toledo, Ohio 43606
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City, State and Zip Code
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.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the 15th 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
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[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached of applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10K, 11-K, 10-Q,
N-SAR, or the transitional report or portion thereof could not be filed within
the prescribed time period.
The Company's final audited financial statement required to be included
in the Form 10-K for the year ended December 31, 1998, has not been received as
of the date hereof.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
James K. McHugh Chief Financial Officer (419) 535-6374
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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 have been filed? If
the 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 earning 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 Attachment A hereto.
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N-Viro International Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: 3/31/99 By /s/ James K. McHugh
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Name: James K. McHugh
Title: Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by an 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 office), 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. 25049, 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.
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ATTACHMENT A
N-Viro International Corporation (the "Company") expects to report on
Form 10-K, when filed, that consolidated revenues amounted to approximately $3.9
million for the year ended December 31, 1998, compared to $4.1 million for the
year ended December 31, 1997.
The Company anticipates a net loss of $364,000 for the year ended
December 31, 1998 compared to net income of $534,000 for the year ended December
31, 1997. The decrease in net income was principally due to: decreases in
royalty and alkaline admixture revenue, increases in product shipping and
storage cost of sales, increases in personnel-related, shareholder relations and
legal expense, and the recognition of a redeemable stock guarantee expense.
The Company expects working capital to be approximately $413,000 as of
December 31, 1998, compared to $420,000 as of December 31, 1997. The decrease in
working capital was principally due to restructuring of certain debt to equity
which was offset by the operating loss for the year.
The Company expects stockholders' equity to amount to $2.3 million as
of December 31, 1998, compared to $2.8 million as of December 31, 1997. The
decrease in stockholders' equity was principally due to the payment by and
restructuring of certain debt to equity, offset by the recognition and
reclassification out of equity of a redeemable stock guarantee expense and the
operating loss for the year.
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