U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[ ] Form 10-K [ ] Form 20F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For the Period Ended September 30, 2002.
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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 _____________________________
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: Private Business Inc.
Address of Principal 9020 Overlook Blvd.
Executive Office: Brentwood, TN 37027
Part II - RULES 12-b-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) [Section 23, 047],
the following should be completed. (Check the 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;
[ ] (b) (i) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed due date;
or
[X] (ii) 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.
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25 (c) has been attached if applicable.
PART III - NARRATIVE
The Registrant is currently in the process of obtaining a waiver letter
and amendment to its credit facility as a result of an event of non-compliance
with certain financial covenants contained in the credit agreement as of
September 30, 2002 and expected future events of non-compliance. The Registrant
expects to have these instruments executed in time to file its Form 10-Q for the
period September 30, 2002 on November 19, 2002.
PART IV - OTHER INFORMATION
(1) Name and address of person to contact in regard to this
notification:
Thomas L. Black
9020 Overlook Blvd.
Brentwood, TN 37027
(615) 221-8400
(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 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 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.
In the first nine months of 2002 the Company reported revenues of $42.4
million, compared with revenues of $39.6 million during the corresponding period
of the previous year. Results for the first nine months of 2002 included
approximately $10.5 million in revenue from Towne Services, Inc. ("Towne"),
which was acquired in August 2001, whereas Towne contributed approximately $2.7
million to Private Business' revenues in the first nine months of 2001. Net
income available to common shareholders increased to $2.9 million, or $0.21 per
diluted share, compared with a net loss of ($1.3 million), or ($0.12) per
diluted share, in the first nine months of the previous year.
In the third quarter of 2002 the Company reported revenues of $13.2
million, compared with revenues of $15.2 million in the third quarter of 2001.
In the third quarter
Towne contributed $3.2 million compared with a $2.7 million revenue contribution
from Towne in the prior-year quarter. Net income available to common
shareholders improved to $662,000, or $0.05 per diluted share, compared with a
net loss of $(1.6 million), or ($0.14) per diluted share in the third quarter of
2001.
Private Business Inc. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: 11/13/02 /s/ Thomas L. Black
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Thomas L. Black
Chief Executive Officer