UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one) _Form 10-K _Form 20-F _Form 11-K X Form 10-Q _Form N-SAR
For the Period Ended: June 30, 1996
( )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.
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: World Access, Inc.
Former Name if Applicable: Restor Industries, Inc.
Address of Principal Executive Office
(Street and Number): 4501 Vineland Road
(City, State and Zip Code): Orlando, FL 32811
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, Form 20-F, 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 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 Rule12b-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:
The Registrant is unable to file its quarterly report on Form 10-Q within the
prescribed time period because the Registrant's personnel primarily responsible
for the preparation of the report have been required to devote significant time
and effort to the Company's proposed public offering and have been unable to
devote sufficient time to preparing and finalizing the Registrant's financial
reports which have become more complex in light of the Registrant's significant
acquisitions completed within the last 18 months.
<PAGE>
PART IV- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mark A. Gergel (407) 843-7031
(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 changes 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:
The Company's second quarter 1996 financial results were significantly improved
over the comparable periods in 1995. Please refer to the Company's July 23, 1996
press release attached hereto that discusses the improvement in results and
discloses selected financial data.
<PAGE>
(GRAPHIC OMITTED) NEWS RELEASE
SUMMARY: WORLD ACCESS, INC. REPORTS SECOND
QUARTER FINANCIAL RESULTS
CONTACT: Steven A. Odom Chairman & CEO
Hensley E. West President & COO
Mark A. Gergel Vice President & CFO
(407) 843-7031
FOR IMMEDIATE RELEASE
ORLANDO, FLORIDA -- JULY 23, 1996 -- WORLD ACCESS, INC. (NASDAQ:WAXS), announced
today that its second quarter 1996 sales were $11,562,918, a 143 percent
increase over the $4,758,282 during the comparable 1995 period. For the three
months ended June 30, 1996, the Company realized net income of $1,417,753, or
$.10 per share, versus a net loss of ($867,683), or ($.13) per share, in the
second quarter of 1995. The prior year results included a $980,000 special
charge, primarily for the write-down of certain fixed assets used in the
Company's repair operations.
For the six months ended June 30, 1996, the Company's sales were $23,956,163, a
155 percent increase over the $9,377,937 during the comparable 1995 period. Net
income in 1996 was $2,628,071, or $.19 per share, versus a net loss of
($856,917), or ($.13) per share, during the first half of 1995.
Steven A. Odom, Chairman and Chief Executive Officer, said "The significant
improvement in second quarter 1996 sales and net income over the prior year
results relates primarily to the Company's three recent business acquisitions.
AIT, a full service provider of Northern Telecom switching systems and related
equipment acquired in mid-1995, Westec Communications, a manufacturer, installer
and repair agent for wireless cable television and telecommunications products
acquired in October 1995 and Comtech Sunrise, a manufacturer of intelligent
telecommunications access products acquired in the first quarter of 1996, all
contributed to the Company's improved operating and financial performance."
"During the second quarter of 1996, the Company was successful in increasing its
bottom line results despite a slight reduction in total sales from the first
quarter of this year and the recognition of approximately $225,000 in income tax
expenses. The sales decline related entirely to sales of distributed DSC access
products, which were $1.1 million in the second quarter versus $3.5 million in
the first quarter. As the Company improved its sales mix to a higher
concentration of internally produced products and services, gross profit margin
improved to 29.6%, as compared to 22.4% in the first quarter of 1996, and
operating income margin improved to 14.6%, as compared to 9.8% in the first
quarter."
World Access, Inc. develops, manufactures and markets wireline and wireless
switching, transmission and access products primarily for the United States,
Caribbean Basin and Latin American telecommunications markets. The Company
offers digital switches, intelligent multiplexers, protection switching
equipment, digital loop carriers, microwave and millimeterwave radio equipment
and other wireless communications products. To support and complement its
product sales, the Company also provides its customers with a broad range of
design, manufacturing, testing, installation, repair and other value-added
services. The Company conducts its operations from facilities in Orlando,
Florida; Lakeland, Florida; Dallas, Texas; Scottsdale, Arizona; Livermore,
California and South Bend, Indiana.
<PAGE>
<TABLE>
World Access, Inc. and Subsidiaries
Summary Consolidated Financial Data
(Unaudited)
<CAPTION>
Quarter Ended June 30 Six Months Ended June 30
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Sales of products $ 7,681,988 $ 1,913,728 $ 16,036,298 $ 3,469,538
Service revenues 3,880,930 2,844,554 7,919,865 5,908,399
---------- ---------- ---------- ----------
Total Sales 11,562,918 4,758,282 23,956,163 9,377,937
Cost of products sold 4,596,917 1,239,190 10,811,761 2,313,101
Cost of services 3,541,134 2,519,086 6,944,275 5,230,221
---------- ---------- ---------- ----------
Total Cost of Sales 8,138,051 3,758,276 17,756,036 7,543,322
---------- ---------- ---------- ----------
Gross Profit 3,424,867 1,000,006 6,200,127 1,834,615
Engineering and development 193,403 144,170 369,898 286,504
Selling, general and admin. 1,429,506 610,915 2,706,567 1,167,846
Amortization of goodwill 111,172 17,912 222,344 22,724
---------- ---------- ---------- ----------
Operating Income (Loss) before
Special Charges 1,690,786 227,009 2,901,318 357,541
Special Charge --- 980,000 --- 980,000
---------- ---------- ---------- ----------
Operating Income (Loss) 1,690,786 (752,991) 2,901,318 (622,459)
Net interest expense 72,937 117,565 89,616 237,331
Other income (24,004) (2,873) (40,469) (2,873)
---------- ---------- ---------- ----------
Income (Loss) before
Income Taxes 1,641,853 (867,683) 2,852,171 (856,917)
Income taxes 224,100 --- 224,100 ---
---------- ---------- ---------- ----------
Net Income (Loss) $ 1,417,753 $ (867,683) $ 2,628,071 $ (856,917)
========== ========== ========== ==========
Net Income (Loss)
Per Common Share $ .10 $ (.13) $ .19 $ (.13)
========== ========== ========== ==========
Weighted Average
Shares Outstanding 13,768,455 6,663,899 13,733,282 6,471,710
========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
World Access, Inc. and Subsidiaries
Consolidated Balance Sheets
<CAPTION>
June 30 December 31
1996 1995
------------- ------------
<S> <C> <C>
(Unaudited)
ASSETS
Current Assets
Cash and equivalents $ 1,392,545 $ 1,886,819
Accounts receivable 7,518,374 9,648,817
Inventories 8,224,837 4,549,721
Notes receivable from stockholders --- 3,879,728
Other current assets 904,566 688,367
---------- ----------
Total Current Assets 18,040,322 20,653,452
Property and equipment 2,611,058 2,062,749
Notes receivable 570,495 ---
Technology licensing agreement 562,458 ---
Intangible assets 8,032,752 5,084,184
Other assets 765,402 714,848
---------- ----------
Total Assets $ 30,582,487 $ 28,515,233
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term debt $ 550,000 $ 5,385,220
Accounts payable 3,768,014 3,648,734
Accrued payroll and benefits 1,168,435 731,659
Other accrued liabilities 622,790 665,585
---------- ----------
Total Current Liabilities 6,109,239 10,431,198
Long-term debt 3,450,000 3,750,000
---------- ----------
Total Liabilities 9,559,239 14,181,198
---------- ----------
Stockholders' Equity 21,023,248 14,334,035
---------- ----------
Total Liabilities and
Stockholders' Equity $ 30,582,487 $ 28,515,233
========== ==========
</TABLE>
<PAGE>
World Access, 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: August 14, 1996 By: /s/ Mark A. Gergel
