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: March 31, 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: Restor Industries, Inc.
Former Name if Applicable:
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;
(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 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:
The Form 10Q for March 31, 1996 could not be filed within the Commission's
prescribed time period without unreasonable effort or expense due to the
significant time and efforts required related to numerous accounting issues
resulting from the acquisition of Comtech Sunrise, Inc.
<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 quntitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made:
The Company's first quarter 1996 financial results were significantly improved
over the comparable periods in 1995. Please refer to the Company's May 8, 1996
press release attached hereto that discusses the improvement in results and
discloses selected financial data.
<PAGE>
[GRAPHIC OMITTED]RESTOR NEWS RELEASE
INDUSTRIES, INC.
SUMMARY: RESTOR INDUSTRIES, INC. REPORTS
FIRST 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 -- MAY 8, 1996 -- RESTOR INDUSTRIES, INC. (NASDAQ:REST),
announced today that its first quarter 1996 revenues were $12,393,245, a 168
percent increase over the $4,619,655 in revenues during the comparable 1995
period. For the three months ended March 31, 1996, the Company realized net
income of $1,210,318 or $.09 per share versus net income of $10,766 in the first
quarter of 1995.
Steven A. Odom, Chairman and Chief Executive Officer, said "The approximately
$7.8 million increase in revenues and the significant improvement in net income
over the first quarter of 1995 relate primarily to the performance of the
Company's three recent business acquisitions and the shipment of approximately
$3.5 million in DSC access products under a new distribution agreement entered
into with DSC Communications Corporation during the fourth quarter of 1995. The
acquisitions and the distribution agreement are a direct result of our strategy
to expand Restor's product offerings and position the Company to aggressively
participate in the rapidly growing worldwide communications markets".
"We will continue to aggressively pursue acquisitions, technology licensing
agreements and other strategic alliances in 1996 and the future that are
accretive to our stockholders and that bring advanced technology and new
products into the Company. 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 CATV 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 performance
during 1996. All three of these businesses have begun to benefit from Restor's
financial strength, large telecommunications customer base, growing inventory of
telecommunications products and broad range of circuit board repair services."
"In addition to the growth in our revenues base, we were also very successful in
the first quarter of 1996 in further strengthening the Company's balance sheet.
Approximately $3.9 million in interest-bearing notes due from stockholders as a
result of an October 1995 warrant exercise program were collected in full during
the quarter. In late March, the Company executed a new $10 million credit
facility with its primary lender. The new facility consists of a $6 million line
of credit and a $4 million term loan to be repaid in graduated quarterly payment
through the year 2001."
Mr. Odom added, "We believe the Company is now well positioned financially and
operationally to pursue additional internal and external growth opportunities in
the worldwide telecommunications marketplace. The switching equipment business
and expertise brought to the Company by AIT and Comtech Sunrise, sixteen years
of wireless technology experience contributed by Westec, traditional repair,
refurbishment and electronic manufacturing services of Restor, a solid balance
sheet and a highly experienced board of directors and management team will allow
us to offer low-cost, high quality, comprehensive product and service solutions
to an increasing number of U.S. and international companies providing
telecommunications, data and video services."
Restor Industries, Inc. is a value-added provider of low cost, high quality
systems, products and services to the global communications marketplace. The
Company's products and services include the sale of telephone switching systems
and related intelligent access products such as T1 multiplexors and digital loop
carriers; manufacture, sale, installation and repair of wireless data and video
communications systems and equipment; refurbishment, repair and upgrade of
telecommunications equipment and the sale of related parts; and contract
manufacturing of circuit boards and electro-mechanical assemblies. The Company
conducts its operations from facilities in Orlando, Florida; Lakeland, Florida;
Dallas, Texas; Scottsdale, Arizona; Livermore, California and South Bend,
Indiana.
<PAGE>
<TABLE>
Restor Industries, Inc. and Subsidiaries
Balance Sheet Information
<CAPTION>
March 31, December 31,
1996 1996
--------------------- -------------------
<S> <C> <C>
(Unaudited)
ASSETS
Current Assets
Cash and equivalents $ 2,083,293 $ 1,886,819
Accounts receivable 10,081,971 9,648,817
Inventories 6,832,668 4,549,721
Notes receivable from stockholders --- 3,879,728
Unbilled revenue under customer contract 379,333 379,333
Prepaid expenses and other current assets 385,214 309,034
--------------------- ------------------
Total Current Assets 19,762,479 20,653,452
Property and equipment 2,292,594 2,062,749
Intangible assets 6,418,735 5,084,184
Other assets 884,980 714,848
--------------------- ------------------
Total Assets $ 29,358,788 $ 28,515,233
===================== ==================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Short-term debt $ 2,406,933 $ 5,385,220
Accounts payable 3,764,365 3,648,734
Accrued payroll and benefits 897,078 731,659
Other accrued liabilities 962,986 665,585
--------------------- ------------------
Total Current Liabilities 8,031,362 10,431,198
Long-term debt 3,600,000 3,750,000
--------------------- ------------------
Total Liabilities 11,631,362 14,181,198
--------------------- ------------------
Stockholders' Equity 17,727,426 14,334,035
--------------------- ------------------
Total Liabilities and Stockholders' Equity $ 29,358,788 $ 28,515,233
==================== =================
</TABLE>
<PAGE>
<TABLE>
RESTOR INDUSTRIES, INC. and SUBSIDIARIES
Summary Financial Information
(Unaudited)
<CAPTION>
Quarter Ended March 31
1996 1995
----------------- -----------------
<S> <C> <C>
Product revenues $ 8,354,310 $ 1,555,810
Service revenues 4,038,935 3,063,845
----------------- -----------------
Total Revenues 12,393,245 4,619,655
Cost of products sold 6,188,321 1,071,351
Cost of services 3,265,709 2,500,383
Engineering and development 173,395 138,884
Selling, general and administrative 1,245,656 532,310
Depreciation and amortization 309,632 246,195
----------------- -----------------
Total Costs and Expenses 11,182,713 4,489,123
----------------- -----------------
Operating Income 1,210,532 130,532
Net interest expense 16,679 119,766
Other income (16,465) ---
------------------ -----------------
Net Income $ 1,210,318 $ 10,766
================= =================
Net Income Per Common Share $ .09 $ ---
================= =================
Weighted Average Shares Outstanding 13,548,727 6,277,385
================= =================
</TABLE>
<PAGE>
Restor Industries, 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: May 15, 1996 By: /s/ Mark A. Gergel
