-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MmlKB/xnxAkdquOUxNcQvao69e7tMtpX/psvlafeAelKkfBAh7/TX3rNusDx36Il 5JQzWqv5DoM0RiK3k2nazw== 0000313518-99-000014.txt : 19991117 0000313518-99-000014.hdr.sgml : 19991117 ACCESSION NUMBER: 0000313518-99-000014 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NBI INC CENTRAL INDEX KEY: 0000313518 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 840645110 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: SEC FILE NUMBER: 001-08232 FILM NUMBER: 99759032 BUSINESS ADDRESS: STREET 1: 1880 INDUSTRIAL CIRCLE STREET 2: SUITE F CITY: LONGMONT STATE: CO ZIP: 80501 BUSINESS PHONE: 3036842700 MAIL ADDRESS: STREET 1: 1880 INDUSTRIAL CIRCLE STREET 2: SUITE F CITY: LONGMONT STATE: CO ZIP: 80501 NT 10-Q 1 FORM 12B-25 FOR SEPTEMBER 30, 1999 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. - -------------------------- Former Name if Applicable N/A - ---------------------------- Address of Principal Executive Office (Street and Number) 1880 Industrial Circle, Suite F - ---------------------------------------------------------------- City, State and Zip Code Longmont, CO 80501 - ---------------------------- 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. 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 ------------------------- ------- ------------------ (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). Part IV The following shows NBI Inc.'s preliminary results of operations that is expected for the quarter ended September 30, 1999.
NBI, INC. PRELIMINARY CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in Thousands Except Per Share Data) (Unaudited) Three Months Ended September 30, 1999 1998 Revenues: Sales $3,848 $3,898 ------- ------- Costs and expenses: Cost of sales 2,696 2,682 Marketing, general and administrative 745 686 ------- ------- 3,441 3,368 ------- ------- Income from operations 407 530 Other income (expense): Net gain on investments 48 -- Other income and expenses, net 3 12 Interest expense (48) (51) ------- ------- 3 (39) ------- ------- Income from continuing operations before provision for income taxes 410 491 Provision for income taxes (28) (57) ------- ------- 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) ------- ------- Net income $ 410 $ 433 Dividend requirement on preferred stock (126) -- ------- ------- Income attributable to common stock $ 284 $ 433 ======= ======= Income per common share - basic and diluted: Income before discontinued operations $ .03 $ .05 Income (loss) from discontinued operations .01 -- ------- ------- Net income $ .04 $ .05 ======= ======= Weighted average number of common shares outstanding 8,100 8,088 ======= ======= 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.
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