UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-19998
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, 1997
( )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 10K for December 31, 1997 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 to complete the
acquisition of Advanced TechCom, Inc. on January 29, 1998, the acquisition of
a majority interest in NACT Telecommunications, Inc. ("NACT") on February 27,
1998, the negotiation and execution of a definitive merger agreement to acquire
the remaining minority interest in NACT and negotiation related to the proposed
acquisition of Cherry Communications, Inc.(d/b/a Resurgens Communications Group,
Inc.), which is still in progress.
<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 1997 financial results were significantly improved over the
comparable periods in 1996. Please refer to the Company's March 5, 1998 press
release attached hereto that discusses the improvement in results and discloses
selected financial data.
<PAGE>
SUMMARY: WORLD ACCESS, INC. REPORTS RECORD
FINANCIAL RESULTS FOR 1997
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 - March 5, 1998 - WORLD ACCESS, INC. (NASDAQ: WAXS) announced
today that its fourth quarter 1997 sales were $21,263,847, an approximately $6.6
million or 45% increase over the $14,624,673 in sales during the comparable 1996
period. For the three months ended December 31, 1997, the Company realized
pre-tax income of $4,272,562, an approximately $1.5 million or 53% increase over
the fourth quarter 1996 pre-tax income of $2,794,173. Net income for the fourth
quarters of 1997 and 1996 was $.14 and $.15 per share, respectively, on a
diluted basis, as weighted average shares outstanding increased in 1997 by
approximately 2.5 million shares or 15% and income tax expense was recorded at
full rates during the 1997 quarter as compared to approximately 10% in 1996.
In mid-February, the Company announced that it had signed a letter of intent to
acquire Cherry Communications Incorporated (d/b/a Resurgens Communications
Group). As a result, approximately $9.4 million in sales and $3.6 million in
pre-tax profits related to shipments of switching equipment to Resurgens in
December was not recognized in the Company's fourth quarter 1997 financial
results. If the Resurgens sales had been recognized, fourth quarter sales,
pre-tax income, net income and net income per diluted share would have been
approximately $30.7 million, $7.9 million, 5.0 million and $.26, respectively.
Total sales for 1997 were $92,984,482, an approximately $42.0 million or 82%
increase over the $51,000,202 in total sales for 1996. Pre-tax income for 1997
was $20,670,103, an approximately $13.2 million or 175% increase over 1996
pre-tax income of $7,523,611. Net income for 1997 was $.70 per diluted share
versus $.46 in 1996, despite the recording of income tax expense at full rates
in 1997 and a 4.2 million or 29% increase in weighted average shares
outstanding.
Steven A. Odom, Chairman and Chief Executive Officer, said "We are extremely
pleased to report record sales and net income for World Access during 1997. Of
the $42.0 million increase in total sales, approximately $28.2 million was
contributed by the Company's two business acquisitions this year, Cellular
Infrastructure Supply, Inc. ("CIS") and Galaxy Personal Communications Services,
Inc. ("Galaxy"). CIS is a provider of equipment and related installation and
technical support services to cellular, PCS and other wireless
telecommunications service companies. Galaxy is a group of approximately 40 RF
engineers that provides system design, implementation, optimization and other
value-added radio engineering and consulting services to the same end-user
customer base."
"The remaining $13.8 million in incremental sales was a result of new World
Access proprietary product sales and continued growth within the Company's
remanufactured equipment and service businesses. During the second half of 1997,
the Company sold approximately $6.5 million of its two new international
products, the Compact Digital Exchange(TM) switch ("CDX") and Wireless Local
Loop-2000(TM) system. Based on the strength of several new contracts, we expect
the sales of these new products to continue to increase during 1998."
"As a result of increased product sales, the first volume shipments of new
international products, the CIS and Galaxy acquisitions and improved
efficiencies in the Company's operations, the Company's overall gross profit
margins increased from 29.4% in 1996 to 34.6% in 1997. The gross profit margin
realized on product sales only in 1997 was 38.6%. The Company expects that
product sales, which represented approximately 77% of total sales during the
year, will comprise a larger percentage of total sales over the next 12 to 18
months as newly acquired, licensed and/or internally developed products are
successfully introduced to World Access customers. For this reason, as well as
general economies of scale associated with forecasted sales growth and improved
utilization of the Company's manufacturing facility, further improvements in
gross profit margins are expected for the Company's core equipment business
during this time frame."
Mr. Odom added, "In addition to the continued growth in the Company's sales and
profits and the first significant shipments of new proprietary products, we were
also very successful during 1997 in substantially upgrading World Access'
service infrastructure and significantly strengthening the Company's balance
sheet. Both of these are key ingredients to the successful implementation of the
Company's long-term strategic plans."
"The acquisition of Galaxy was in line with the Company's strategy to offer its
customers "turnkey" telecommunications network solutions for emerging
telecommunications markets. The management of Galaxy consists of individuals
with extensive backgrounds in wireless network design and management. This
background and experience, supported by a group of experienced RF engineers,
will now be available to World Access customers as they build new and/or upgrade
existing telecommunications networks throughout the world. In addition to the
infrastructure benefits, Galaxy has established a solid track record of sales
growth and profitability. This is best evidenced by the increase in gross profit
margins for the Company's service revenues, i.e. 21.2% in 1997 versus 12.5% in
the previous year."
"In October 1997, the Company received $111.0 million in net cash proceeds from
the sale of $115.0 million in aggregate principal amount of convertible
subordinated notes under Rule 144A of the Securities Act of 1933. The notes bear
interest at the rate of 4.5% per annum, are convertible into common stock of the
Company at an initial price of approximately $37.03 per share and will be due on
October 1, 2002. The Company may not call the notes prior to October 1, 2000.
This transaction brought the Company's cash balances to in excess of $118
million at year-end."
"With the first quarter 1998 acquisitions of a majority interest in NACT
Telecommunications, Inc., a provider of advanced telecommunications switching
platforms with integrated applications software, and Advanced TechCom, Inc., a
manufacturer of digital microwave radio systems for short and long haul
applications, World Access continues to broaden 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 worldwide 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 wireless communications 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 for the year ended December 31, 1996, the
Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997,
June 30, 1997 and September 30, 1997 and the Company's Registration Statement on
Form S-3 (No. 333-43497).
###
<PAGE>
<TABLE>
World Access, Inc. and Subsidiaries
Consolidated Balance Sheets
<CAPTION>
December 31,
-------------------------------
1997 1996
------------- -------------
<S> <C> <C>
ASSETS
Current Assets
Cash and equivalents $ 118,065,045 $ 22,480,082
Accounts receivable 20,263,971 9,651,884
Inventories 22,426,918 10,657,412
Other current assets 10,923,723 3,533,615
------------- -------------
Total Current Assets 171,679,657 46,322,993
Property and equipment 5,704,585 2,657,661
Investment in affiliate 5,002,000 ---
Goodwill 31,660,201 9,526,140
Other assets 11,236,298 2,229,172
------------- -------------
Total Assets $ 225,282,741 $ 60,735,966
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term debt $ 81,739 $ ---
Accounts payable 9,339,588 3,756,722
Accrued payroll and benefits 2,589,461 1,605,840
Purchase price payable 3,700,000 ---
Other accrued liabilities 2,219,237 2,999,187
------------- -------------
Total Current Liabilities 17,930,025 8,361,749
Other liabilities 333,802 ---
Long-term debt 115,263,984 ---
------------- -------------
Total Liabilities 133,527,811 8,361,749
------------- -------------
Stockholders' Equity
Common stock, $.01 par value,
40,000,000 shares authorized,
19,306,235 and 16,328,513 issued and
outstanding at December 31, 1997
and 1996, respectively 193,062 163,285
Capital in excess of par value 84,162,478 58,517,279
Note receivable from affiliate --- (571,634)
Retained earnings (deficit) 7,399,390 (5,734,713)
------------- -------------
Total Stockholders' Equity 91,754,930 52,374,217
------------- -------------
Total Liabilities and
Stockholders' Equity $ 225,282,741 $ 60,735,966
============= =============
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
World Access, Inc. and Subsidiaries
Consolidated Statements of Operations
<CAPTION>
Year Ended December 31,
----------------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Sales of products $ 71,391,688 $ 34,411,079 $ 17,383,904
Service revenues 21,592,794 16,589,123 12,754,585
------------ ------------ ------------
Total Sales 92,984,482 51,000,202 30,138,489
Cost of products sold 43,827,123 21,485,696 12,657,218
Cost of services 17,017,674 14,519,917 11,118,411
------------ ------------ ------------
Total Cost of Sales 60,844,797 36,005,613 23,775,629
------------ ------------ ------------
Gross Profit 32,139,685 14,994,589 6,362,860
Engineering and development 1,861,734 891,959 577,299
Selling, general
and administrative 8,999,931 6,210,324 3,124,559
Amortization of goodwill 1,755,798 533,919 157,394
Special charges --- --- 980,000
------------ ------------ ------------
Operating Income 19,522,222 7,358,387 1,523,608
Interest and other income 2,503,318 484,211 142,632
Interest expense (1,355,437) (318,987) (493,797)
------------ ------------ ------------
Income Before Income Taxes 20,670,103 7,523,611 1,172,443
Income taxes 7,536,000 745,069 ---
------------ ------------ ------------
Net Income $ 13,134,103 $ 6,778,542 $ 1,172,443
============ ============ ============
Net Income Per Common Share:
Basic $ .76 $ .52 $ .15
============ ============ ============
Diluted $ .70 $ .46 $ .12
============ ============ ============
Weighted Average Shares Outstanding:
Basic 17,242,405 13,044,432 7,858,954
============ ============ ============
Diluted 18,707,781 14,529,994 9,083,260
============ ============ ============
The accompanying notes are an integral part of these consolidated financial statements.
</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, 1998 By: /s/ Mark A. Gergel
-------------------------
Mark A. Gergel
Executive Vice President and
Chief Financial Officer
