-----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, PoAP9tAfuBdRYvQ1p+HsLF+5EV1swFZxIha1GDvZ8Aon0jczACwghXFC/64W1PoX b6XkwI2iZwL9oDJ1/wR8gw== 0001047469-99-013259.txt : 19990403 0001047469-99-013259.hdr.sgml : 19990403 ACCESSION NUMBER: 0001047469-99-013259 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATIONAL INSIGHTS INC CENTRAL INDEX KEY: 0000919570 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 952392545 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 000-23606 FILM NUMBER: 99585483 BUSINESS ADDRESS: STREET 1: 19560 S RANCHO WAY CITY: DOMINGUEZ HILLS STATE: CA ZIP: 90220 BUSINESS PHONE: 3108841931 MAIL ADDRESS: STREET 1: 16941 KEEGAN AVENUE CITY: CARSON STATE: CA ZIP: 90746 NT 10-K 1 NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): /X/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR For Period Ended: December 31, 1998 -------------------------------------------- / / 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 INSTRUCTION (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. 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 EDUCATIONAL INSIGHTS, INC. - ------------------------------------------------------------------------------- Full Name of Registrant - ------------------------------------------------------------------------------- Former Name if Applicable 16941 Keegan Avenue - ------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Carson, California 90746 - ------------------------------------------------------------------------------- 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) (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 Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, /X/ 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. PART III -- NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period: At December 31, 1998, Educational Insights, Inc. (the Company) was in violation of certain of its loan covenants for which the Company obtained waivers at year-end. However, due to the nature of said covenants, the Company anticipates being in default during 1999 which would result in the long-term debt becoming callable during the year. Because of this, the Company is currently in negotiation with Union Bank of California (the Bank) to waive certain loan covenants or amend the agreement betweeen the Bank and the Company to cure such defaults. The Company hopes to obtain a favorable resolution within the extension period thereby obviating the necessity of reclassifying its long-term debt as a current liability in this 10-K filing. (ATTACH EXTRA SHEETS IF NEEDED) SEC 1344 (6/94) PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Rober M. Steinberg (310) 785-5322 ---------------------------------- ----------------- ---------------------- (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 the Company press release dated March 5, 1999 attached as Exhibit 99(a) - ------------------------------------------------------------------------------- Educational Insights, 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 March 31, 1999 By /s/ Stephen E. Billis --------------------------------------- ---------------------------- Stephen E. Billis Chief Financial Officer (Principal 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 O-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 Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter). EX-99.(A) 2 EXHIBIT 99(A) 16941 KEEGAN AVENUE [LOGO] CARSON, CA 90746 PHONE: (310) 884-2000 FAX: (310) 884-2013 FOR IMMEDIATE RELEASE CONTACTS: Stephen E. Billis, Controller, or Theodore J. Eischeid, Chief Executive Officer (310) 884-2000 EDUCATIONAL INSIGHTS REPORTS FOURTH QUARTER AND YEAR-END RESULTS Carson, CA -- March 5, 1999 -- Educational Insights, Inc. (NASDAQ:EDIN) announced today that consolidated revenue was $12,354,000 for the quarter ended December 31, 1998, compared to $12,722,000 for the same period one year ago, a decrease of 2.9%. Consolidated revenue was $39,235,000 for the fiscal year ended December 31, 1998 an increase of 2.1% or $793,000 compared to $38,442,000 for the prior fiscal year. The Company incurred a net loss of $1,679,000 or $0.24 per share -- diluted for the quarter ended December 31, 1998 compared to net income of $547,000 or $0.08 per share -- diluted for the same period in 1997. The net loss for the year ended December 31, 1998 was $2,284,000 or $0.32 per share -- diluted compared to net income of $65,000 or $0.01 per share -- diluted for 1997. The Company stated that the decline in income was due primarily to a series of charges against income in the quarter ended December 31, 1998. The charges, totaling approximately $2,600,000 (before taxes), principally relate to excess inventory and recent decisions to discontinue certain low volume product lines as well as charges relating to certain organizational changes. Included in the above are approximately $500,000 in charges relating to the Big Talk project that was recently cancelled due to unresolved technical problems and is being completely redesigned. Gross profit as a percentage of sales decreased 7.9 percentage points to 42.3% in 1998 from 50.2% in 1997. This reduction was primarily due to the write-off of certain inventory considered excess or obsolete and to an increase in the proportion of lower margin sales in the Company's ExploraToy division where sales increased by approximately 69%. Combined operating expenses including sales and marketing, warehousing and distribution, research and development and general and administrative expense increased $879,000 to $19,944,000 for the year ended December 31, 1998 from $19,065,000 for the year ended December 31, 1997. The increase in these expenses was due primarily to an increase in research and development expenses resulting from the charges relating to the aforementioned Big Talk project as well as an increase in general and administrative expenses, primarily compensation expenses, relating to severance costs associated with the aforementioned organizational changes and costs associated with the recruitment and employment of the Company's new Chief Executive Officer. Ted Eischeid, the Company's President and CEO stated "We are obviously in a period of transition but we have already made a number of changes that I am confident will enhance the Company's performance." Educational Insights, Inc. designs, develops and markets a variety of educational products, including electronic learning aids, electronic games, activity books, science kits, board games and other materials for use in both schools and homes. The Company's product line, including its most popular product, GeoSafari, appeals to children as well as students ranging from pre-kindergarten to adult and is designed to make learning fun. Except for the historical information in this press release, the above statements contain forward-looking statements that involve a number of risks and uncertainties included, but not limited to, continued successful development and acceptance of new products, dependence on off-shore contract manufacturers, competitive factors, dependence on new distribution channels, dependence on education funding by Federal, State and local governments, dependence on key development and marketing personnel, general economic conditions and the risk factors listed from time-to-time in the Company's filings with the SEC. -----END PRIVACY-ENHANCED MESSAGE-----