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 the Period Ended: December 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: World Access, Inc.
Former Name if Applicable: Restor Industries, Inc.
Address of Principal Executive Office
(Street and Number): 945 E. Paces Ferry Road., Suite 2240
(City, State and Zip Code): Atlanta, GA 30326
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 10K for December 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 resulting from the acquisition of Cellular
Infrastructure Supply, Inc. which was completed on March 27, 1997.
<PAGE>
PART IV- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mark A. Gergel (404) 231-2025
(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 fourth quarter 1996 financial results were significantly improved
over the comparable periods in 1995. Please refer to the Company's January 28,
1997 press release attached hereto that discusses the improvement in results
and discloses selected financial data.
<PAGE>
SUMMARY: WORLD ACCESS, INC. REPORTS
RECORD FOURTH QUARTER RESULTS
CONTACT: Steven A. Odom Chairman & CEO
Hensley E. West President & COO
Mark A. Gergel Executive VP & CFO
(404) 231-2025
FOR IMMEDIATE RELEASE
ATLANTA, GEORGIA -- JANUARY 28,1997 -- WORLD ACCESS, INC. (NASDAQ:WAXS),
announced today that its fourth quarter 1996 sales were $14,624,673 as compared
to $14,100,040 in the comparable 1995 period. Excluding a $5.8 million sale of
distributed products to one customer in the fourth quarter of 1995, the
Company's fourth quarter 1996 sales increased by approximately $6.3 million, or
75 %.
For the three months ended December 31, 1996, the Company realized net income of
$2,507,134, a 79% increase over the $1,402,706 in net income for the comparable
1995 period. Net income for both periods was $.15 per share. Weighted average
shares outstanding were approximately 17.0 million in the fourth quarter of 1996
as compared to 11.7 million in the fourth quarter of 1995.
Total sales for 1996 were $51,000,202, a 69.2 % increase over the $30,138,489 in
total sales for 1995. Net income for 1996 was $6,778,542, an approximately $5.6
million or 478 % increase over 1995 net income of $1,172,443. The Company's 1996
net income was $.46 per share versus $.12 per share for 1995, despite a 5.3
million increase in weighted average shares outstanding and the recording of
income tax expense during 1996.
Steven A. Odom, Chairman and Chief Executive Officer, said "We are extremely
pleased to report record sales and net income for World Access for the fourth
quarter of 1996 and the year ended December 31, 1996. The $20.9 million increase
in total sales during 1996 is a result of both acquisitions (approximately 57 %
of the increase) and internal growth initiatives (43 % of the increase). The
Company has acquired three businesses since mid-1995 to broaden its line of
switching, transmission and access products, enhance its product development
capabilities and strengthen its technical base. AIT, a full service provider of
switching systems and related equipment, Westec Communications, a manufacturer,
installer and repair agent for wireless cable television and telecommunications
products and Sunrise Sierra, a manufacturer of intelligent telecommunications
access products, have all benefited from the Company's broad range of
complementary support services, extensive customer base and ability to provide
working capital. In turn, each of these acquisitions have significantly
contributed to the Company's sales growth and improved financial performance."
"As a result of increased product sales, a reduced dependency upon distributed
products sold and improved efficiencies in the Company's operations, the
Company's overall gross profit margins increased from 21.1 % in 1995 to 29.4 %
in 1996. The gross profit margin realized on product sales only in the fourth
quarter of 1996 was 42.8 %. The Company expects that product sales, which
represented approximately 70% of total sales during the fourth quarter, will
comprise a larger percentage of total sales over the next 12 to 18 months as new
products are acquired, licensed and/or internally developed. For this reason, as
well as general economies of scale associated with forecasted sales growth and
improved utilization of the Company's Orlando, Florida manufacturing facility,
further improvements in gross profit margins are expected during 1997."
"On the product development front during 1996, we were successful in executing
two significant long-term technology license agreements that grant the Company
the right to engineer, manufacture, market and sell a new modular, digital
central office switch and a number of complementary CDMA-based wireless
communications products, most notably our recently introduced fixed wireless
local loop product line. The switch, which will be marketed as the World Access
Compact Digital Exchange(TM) ("CDX"), has been designed using advanced
microprocessor based technology which permits the provision of complete
telephony services including local, tandem and/or toll applications. The current
CDX configuration supports applications up to 4,000 subscriber lines and will be
expandable to larger applications through future software enhancements. The
Company's local loop product is a low cost, fixed wireless point-to-multipoint
system that allows two way voice and data transmission utilizing proprietary
CDMA radio technology."
"The CDX switch and the fixed wireless local loop product for the first time
provide World Access with an integrated family of proprietary switching and
wireless access products. Our initial targeted market for these products is
Latin America and the Caribbean Basin, where there is significant pent-up demand
for low cost, modular, next generation technology products such as compact,
modular digital central office switches and fixed wireless local loop systems.
Both of the new World Access products were specifically designed to be
compatible with international standards and meet unique customer requirements
such as flexible programming, modular design, small physical size and tolerance
of a wide range of environmental conditions. World Access has been aggressively
marketing telecommunications products and services into these markets during the
past several years, which we are optimistic will streamline the successful
deployment of these new products and technology during 1997."
Mr. Odom added, "In addition to the growth in our sales and profits, we were
also successful during 1996 in significantly strengthening the Company's balance
sheet. In October, World Access received a net $25.3 million in new capital from
a secondary public offering of its common stock underwritten by The
Robinson-Humphrey Company, Inc., Wheat First Butcher Singer and
Interstate/Johnson Lane Corporation. The first $3.9 million of these funds was
immediately used to pay off all the Company's outstanding bank debt. As of
December 31, 1996, the Company has approximately $22.5 million in cash and a new
$10 million revolving line of credit available to support the Company's future
internal and external growth initiatives."
"We believe the Company is now well positioned financially and operationally to
pursue additional business opportunities in the worldwide telecommunications
marketplace. The switching and access equipment business and expertise brought
to the Company by AIT and Sunrise Sierra, sixteen years of wireless technology
experience contributed by Westec, traditional repair, refurbishment and
electronic manufacturing services of our Restor Industries Division, 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."
"Finally, in an effort to support the Company's goal to maximize profitability
and further align management and shareholder long-term interests, a voluntary
salary investment program was recently implemented, whereby 75 salaried
employees have voluntarily agreed to invest approximately $900,000, or an
average 17 %, of their 1997 salaries. In exchange for this foregone
compensation, employees received stock options to purchase World Access common
stock at current market prices. The uniqueness of this program is that the stock
options vest only if specific financial and operational objectives are met by
the Company in 1997. The employees may also be repaid a portion of the salary
invested, but only if World Access achieves pre-tax income for 1997 in excess of
$13 million, an approximately 73 % increase over the pre-tax income realized in
1996."
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, fixed wireless local loop systems, 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 is headquartered in Atlanta,
Georgia and conducts its operations from facilities in Orlando, Florida;
Lakeland, Florida; Dallas, Texas; Scottsdale, Arizona; Livermore, California and
South Bend, Indiana.
(TABLE FOLLOWS)
Except for any historical information contained herein, the matters
discussed in this press release contain forward-looking statements that
involve risks and uncertainties which are described in the Company's
SEC reports, including the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, the Company's Quarterly Reports on Form
10-Q, as amended, for the periods ended March 31, 1996, June 30, 1996
and September 30, 1996, and the Company's Registration Statement on
Form S-3 (No. 333-07087).
<PAGE>
<TABLE>
"World Access, Inc. and Subsidiaries"
Consolidated Balance Sheets
<CAPTION>
December 31 December 31
1996 1995
------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and equivalents $ 22,480,082 $ 1,886,819
Accounts receivable 9,651,884 9,648,817
Inventories 10,657,412 4,549,721
Notes receivable
from stockholders --- 3,879,728
Other current assets 2,281,580 688,367
------------- -------------
Total Current Assets 45,070,958 20,653,452
Property and equipment 2,657,661 2,062,749
Technology licenses 907,489 ---
Intangible assets 9,654,342 5,084,184
Other assets 1,321,683 714,848
------------- -------------
Total Assets $ 59,612,133 $ 28,515,233
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term debt $ --- $ 5,385,220
Accounts payable 3,756,722 3,648,734
Accrued payroll and benefits 1,605,840 731,659
Other accrued liabilities 1,747,152 665,585
------------- -------------
Total Current Liabilities 7,109,714 10,431,198
Long-term debt --- 3,750,000
------------- -------------
Total Liabilities 7,109,714 14,181,198
------------- -------------
Stockholders' Equity 52,502,419 14,334,035
------------- -------------
Total Liabilities and
Stockholders' Equity $ 59,612,133 $ 28,515,233
============= =============
</TABLE>
<PAGE>
<TABLE>
"World Access, Inc. and Subsidiaries"
Summary Consolidated Financial Data
<CAPTION>
Quarter Ended December 31 Year Ended December 31
------------- ------------- ------------- -------------
1996 1995 1996 1995
------------- ------------- ------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Sales of products $ 10,249,314 $ 10,522,020 $ 34,411,079 $ 17,383,904
Service revenues 4,375,359 3,578,020 16,589,123 12,754,585
------------- ------------- ------------- -------------
Total Sales 14,624,673 14,100,040 51,000,202 30,138,489
Cost of products sold 5,863,765 8,419,524 21,485,696 12,657,218
Cost of services 3,972,236 2,996,299 14,519,917 11,118,411
------------- ------------- ------------- -------------
Total Cost of Sales 9,836,001 11,415,823 36,005,613 23,775,629
------------- ------------- ------------- -------------
Gross Profit 4,788,672 2,684,217 14,994,589 6,362,860
Engineering and development 273,958 125,558 891,959 577,299
Selling, general
and administrative 1,841,959 1,017,727 6,210,324 3,124,559
Amortization of goodwill 169,613 90,558 533,919 157,394
------------- ------------- ------------- -------------
Operating Income Before
Special Charges 2,503,142 1,450,374 7,358,387 2,503,608
Special Charges --- --- --- 980,000
------------- ------------- ------------- -------------
Operating Income 2,503,142 1,450,374 7,358,387 1,523,608
Net interest income (expense) 269,182 (51,377) 100,346 (370,977)
Other income 21,849 3,709 64,878 19,812
------------- ------------- ------------- -------------
Income Before Income Taxes 2,794,173 1,402,706 7,523,611 1,172,443
Income taxes 287,039 --- 745,069 ---
------------- ------------- ------------- -------------
Net Income $ 2,507,134 $ 1,402,706 $ 6,778,542 $ 1,172,443
============= ============= ============= =============
Net Income Per Common Share $ .15 $ .15 $ .46 $ .12
============= ============= ============= =============
Weighted Average
Shares Outstanding 16,967,420 11,701,717 14,423,840 9,083,260
============= ============= ============= =============
</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: March 31, 1997 By: /s/ Mark A. Gergel
-------------------------
Mark A. Gergel
Executive Vice President and
Chief Financial Officer
