UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-19998
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, 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.
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)
|(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
[x] | 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 10-Q for March 31, 1998 could not be filed within the Commission's
prescribed time period without unreasonable effort or expense due to the
significant time and efforts required of management related to the negotiation
and execution of definitive agreements to acquire Cherry Communications,
Inc.(d/b/a Resurgens Communications Group, Inc.)and Cherry Communications U.K.
Limited.
<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 quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made:
The Company's March 31, 1998 financial results were significantly changed over
the comparable period in 1997. Please refer to the Company's April 30, 1998
press release attached hereto that discusses the improvement in results and
discloses selected financial data.
<PAGE>
SUMMARY: WORLD ACCESS, INC. REPORTS
RECORD FIRST QUARTER SALES
CONTACT: Steven A. Odom Chairman & CEO
Hensley E. West President & COO
Mark A. Gergel Exec. VP & CFO
(404) 231-2025
FOR IMMEDIATE RELEASE
Atlanta, Georgia - April 30, 1998 - WORLD ACCESS, INC. (NASDAQ: WAXS) announced
today that its first quarter 1998 sales were $35,731,045, an approximately $15.5
million or 76.4% increase over the $20,251,424 in sales during the comparable
1997 period.
For the three months ended March 31, 1998, the Company realized pre-tax income
before special charges and minority interest of $9,737,248, an approximately
$5.7 million or 142% increase over first quarter 1997 pre-tax income of
$4,018,468. Net income before special charges was approximately $5.2 million, or
$.25 per diluted share, versus $.15 per diluted share for the first three months
of 1997. Net loss after the special charges of $56.6 million was $48,801,403 or
($2.52) per share.
Special charges included $50.0 million for in-process research and development
related to the first quarter 1998 acquisitions of a 67.3% interest in NACT
Telecommunications, Inc. ("NACT"), a provider of advanced telecommunications
switching platforms with integrated applications software, and Advanced Techcom,
Inc., a manufacturer of digital microwave radio systems. Purchased in-process
research and development, which consists of the value of NACT and ATI products
in the development stage that are not considered to have reached technological
feasibility, were expensed in accordance with applicable accounting rules. The
Company expects to record an additional in-process research and development
charge of approximately $22.0 million in the second or third quarter of 1998 in
connection with the acquisition of the remaining 32.7% of NACT.
Special charges in the first quarter of 1998 also included $6.6 million for
costs related to the consolidation and integration of several operations and the
de-emphasis of the Company's contract manufacturing business. The Company's AIT
and circuit board repair operations have been consolidated into a new facility
in Orlando, Florida; manufacturing operations have moved from Orlando to a new,
state-of-the-art facility in Alpharetta, Georgia; and Westec's Scottsdale,
Arizona operations are being integrated into ATI's facility in Wilmington,
Massachusetts. The special charges include provisions for severance benefits,
lease terminations, obsolete and redundant inventories, idle equipment and other
phase-down expenses related to the consolidation and integration programs.
Steven A. Odom, Chairman and Chief Executive Officer, said "We are extremely
pleased to report record quarterly sales and gross profit for the Company during
the first quarter of 1998. With the NACT and ATI acquisitions, World Access has
significantly broadened its offering of switching, transport and access
products. We believe the Company is now extremely well positioned financially
and operationally to engineer, install and support "turnkey" telecommunications
networks and pursue the significant growth opportunities we feel are present in
today's global telecommunications markets."
World Access, Inc. develops, manufactures and markets wireline and wireless
switching, transport and access products for the global telecommunications
markets. The Company's products allow telecommunications service providers to
build and upgrade their central office and outside plant networks in order to
provide a wide array of voice, data and video services to their business and
residential customers. The Company offers digital switches, billing and network
telemanagement systems, cellular base stations, fixed wireless local loop
systems, intelligent multiplexers, microwave and millimeterwave radio systems
and other telecommunications network products. To support and complement its
product sales, the Company also provides its customers with a broad range of
design, engineering, manufacturing, testing, installation, repair and other
value-added services.
(TABLES FOLLOW)
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, as amended, for the year ended December
31, 1997, and the Company's Registration Statement on Form S-3 (No. 333-43497).
###
<PAGE>
<TABLE>
World Access, Inc. and Subsidiaries
Consolidated Balance Sheet Data
<CAPTION>
March 31 December 31
1998 1997
------------- -------------
<S> <C> <C>
(Unaudited)
ASSETS
Current Assets
Cash and equivalents $ 63,278,252 $ 118,065,045
Marketable securities 3,500,000 ---
Accounts receivable 39,708,071 20,263,971
Notes receivable 6,908,270 2,050,000
Inventories 27,834,209 22,426,918
Other current assets 7,495,047 8,873,723
------------- -------------
Total Current Assets 148,723,849 171,679,657
Property and equipment 13,940,900 5,704,585
Investment in affiliate --- 5,002,000
Goodwill 72,051,856 31,660,201
Other assets 12,165,155 11,236,298
------------- -------------
Total Assets $ 246,881,760 $ 225,282,741
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term debt $ 1,883,877 $ 81,739
Accounts payable 13,892,293 9,339,588
Accrued payroll and benefits 2,338,117 2,589,461
Purchase price payable --- 3,700,000
Other accrued liabilities 13,571,480 2,219,237
------------- -------------
Total Current Liabilities 31,685,767 17,930,025
Long-term debt 115,233,497 115,263,984
Noncurrent liabilities 1,686,026 333,802
Minority interests 11,593,650 ---
------------- -------------
Total Liabilities 160,198,940 133,527,811
------------- -------------
Stockholders' equity 86,682,820 91,754,930
------------- -------------
Total Liabilities and
Stockholders' Equity $ 246,881,760 $ 225,282,741
============= =============
###
</TABLE>
<PAGE>
<TABLE>
World Access, Inc. and Subsidiaries
Summary Consolidated Financial Data
<CAPTION>
Quarter Ended March 31
-----------------------------
1998 1997
------------ ------------
(Unaudited)
<S> <C> <C>
Sales of products $ 28,228,956 $ 15,470,050
Service revenues 7,502,089 4,781,374
------------ ------------
Total Sales 35,731,045 20,251,424
Cost of products sold 15,442,449 9,969,627
Special charges 3,360,000
Cost of services 5,397,684 4,083,481
------------ ------------
Total Cost of Sales 24,200,133 14,053,108
------------ ------------
Gross Profit 11,530,912 6,198,316
Engineering and development 788,184 316,410
Selling, general and administrative 3,255,854 1,917,563
Amortization of goodwill 863,997 284,131
In-process research and development 50,000,000 ---
Special charges 3,240,000 ---
------------ ------------
Operating Income (Loss) (46,617,123) 3,680,212
Interest and other income 1,269,284 367,186
Interest expense (1,514,913) (28,930)
------------ ------------
Income (Loss) Before Income
Taxes and Minority Interests (46,862,752) 4,018,468
Income taxes 1,255,000 1,406,000
------------ ------------
Income (Loss) Before
Minority Interests (48,117,752) 2,612,468
Minority interests in earnings
of subsidiary 683,651 ---
------------ ------------
Net Income (Loss) $(48,801,403) $ 2,612,468
============ ============
Net Income (Loss) Per Common Share:
Basic $ (2.52) $ .16
============ ============
Diluted $ (2.52) $ .15
============ ============
Weighted Average Shares Outstanding:
Basic 19,342,627 16,399,548
============ ============
Diluted 19,342,627 17,320,714
============ ============
</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: May 15, 1998 By: /s/ Martin D. Kidder
-------------------------
Martin D. Kidder
Vice President and
Controller
