UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-29782
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: September 30, 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: WAXS 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 September 30, 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 preparation
of merger proxy documents regarding the Company's pending acquisitions of Cherry
Communications, Inc.(d/b/a Resurgens Communications Group, Inc.)and Cherry
Communications U.K. Limited and Telco Systems, Inc. and the recently completed
acquisition of the minority interest of NACT Telecommunications, Inc.
<PAGE>
PART IV- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Martin D. Kidder (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 September 30, 1998 financial results were significantly changed
over the comparable period in 1997. Please refer to the Company's October 26,
1998 press release attached hereto that discusses the improvement in results and
discloses selected financial data.
<PAGE>
News Release
SUMMARY: WORLD ACCESS, INC. REPORTS RECORD THIRD QUARTER RESULTS
FOR IMMEDIATE RELEASE
Atlanta, Georgia - October 26, 1998 - WORLD ACCESS, INC. (NASDAQ: WAXS)
announced today that its third quarter 1998 sales were $53,860,427, an
approximate $26.4 million or 96% increase over the $27,453,133 in sales during
the comparable 1997 period.
For the three months ended September 30, 1998, the Company realized net income
of $7,029,665, an approximate $2.7 million or 60% increase over third quarter
1997 net income of $4,370,863. Net income for the quarter was $.32 per diluted
share versus $.22 per diluted share for the third quarter of 1997.
Total sales for the first nine months of 1998 were $137,098,550, an approximate
$65.4 million or 91% increase over the $71,720,635 in total sales during the
comparable 1997 period. Net income before special charges for the first nine
months of 1998 was $18,658,966 or $.87 per diluted share versus $10,411,541 or
$.55 per diluted share for the first nine months of 1997. Net loss for 1998
following special charges of $56.6 million was $35,301,034 or $1.74 per share.
Special charges in the first quarter of 1998 included $50.0 million for
in-process research and development related to the acquisitions of a 67.3%
interest in NACT Telecommunications, Inc. (NASDAQ: NACT), a provider of advanced
telecommunications switching platforms with integrated applications software,
and Advanced Techcom, Inc., ("ATI") a manufacturer of digital microwave radio
systems. Special charges 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.
Steven A. Odom, Chairman and Chief Executive Officer, said "Strong performances
by our NACT, ATI and cellular equipment businesses paved the way for record
sales and earnings during the third quarter of 1998. The outlook for World
Access continues to be strong as we concentrate our product and service
offerings and related sales efforts on deregulating markets through
telecommunications service providers that are well positioned to expand their
network infrastructure. We also continue to see significant demand for our
wireless products, especially in international markets. International sales
accounted for approximately 17% of the Company's third quarter sales as compared
to 13% in the second quarter of 1998."
Mr. Odom added, "Earlier this year, we significantly strengthened the
competitive position of World Access in the global telecommunications markets by
executing definitive agreements to merge with NACT, Resurgens Communications
Group, a facilities-based provider of international network access, and Telco
Systems, Inc. (NASDAQ: TELC), a leading manufacturer of high-speed multiplexers
and integrated access systems employed at the edge of the network. The merger
with NACT is expected to close on October 28th, with the Telco and Resurgens
mergers scheduled to be consummated in the late November to early December
timeframe."
"The combination of World Access, NACT, Resurgens and Telco Systems will
significantly enhance our ability to support and service our collective
customers as they build new and/or upgrade existing telecommunications networks.
The tandem switch and integrated billing platform of NACT, international network
access services of Resurgens and the network access systems of Telco Systems are
all critical elements of new and expanded networks currently being planned or
implemented by many World Access customers."
<PAGE>
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.
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, the Company's Quarterly
Report on Form 10-Q for the three months ended March 31, 1998 and the
Company's Registration Statement on Form S-3 (No. 333-43497).
(TABLES FOLLOW)
Company Contact: Nancy L. de Jonge
(404-231-2025) Director of Investor Relations
###
<PAGE>
<TABLE>
World Access, Inc. and Subsidiaries
Consolidated Balance Sheet Data
<CAPTION>
September 30 December 31
1998 1997
------------- -------------
<S> <C> <C>
(Unaudited)
ASSETS
Current Assets
Cash and equivalents $ 61,992,471 $ 118,065,045
Accounts receivable 46,683,986 20,263,971
Inventories 47,324,555 22,426,918
Other current assets 18,495,438 10,923,723
------------- -------------
Total Current Assets 174,496,450 171,679,657
Property and equipment 19,126,900 5,704,585
Goodwill 75,617,804 31,660,201
Other assets 37,167,277 16,238,298
------------- -------------
Total Assets $ 306,408,431 $ 225,282,741
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term debt $ 2,506,964 $ 81,739
Accounts payable 31,612,547 9,339,588
Other accrued liabilities 14,095,946 8,508,698
------------- -------------
Total Current Liabilities 48,215,457 17,930,025
Long-term debt 122,557,513 115,263,984
Noncurrent liabilities 1,831,783 333,802
Minority interests 13,532,913 ---
------------- -------------
Total Liabilities 186,137,666 133,527,811
------------- -------------
Stockholders' equity 120,270,765 91,754,930
------------- -------------
Total Liabilities and
Stockholders' Equity $ 306,408,431 $ 225,282,741
============= =============
###
</TABLE>
<PAGE>
<TABLE>
World Access, Inc. and Subsidiaries
Summary Consolidated Financial Data
<CAPTION>
Three Months Ended September 30 Six Months Ended September 30
------------------------------ -------------------------------
1998 1997 1998 1997
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
(Unaudited) (Unaudited)
Sales of products $ 46,140,852 $ 21,184,617 $ 115,970,662 $ 56,098,923
Service revenues 7,719,575 6,268,516 21,127,888 15,621,712
------------ ------------ ------------- ------------
Total Sales 53,860,427 27,453,133 137,098,550 71,720,635
Cost of products sold 25,019,016 12,315,911 64,030,736 33,810,721
Cost of services 5,868,210 4,742,527 18,057,408 12,831,790
------------ ------------ ------------- ------------
Total Cost of Sales 30,887,226 17,058,438 82,088,144 46,642,511
------------ ------------ ------------- ------------
Gross Profit 22,973,201 10,394,695 55,010,406 25,078,124
Engineering and
development 1,797,728 605,220 4,379,655 1,350,225
Selling, general and
administrative 5,797,180 2,507,714 13,733,448 6,860,228
Amortization of goodwill 1,130,394 545,632 3,012,765 1,210,167
In-process research
and development --- --- 50,000,000 ---
Special charges --- --- 3,240,000 ---
------------ ------------ ------------- ------------
Operating Income (Loss) 14,247,899 6,736,129 (19,355,462) 15,657,504
Interest and other income 905,696 246,049 2,876,434 834,595
Interest expense (1,620,354) (45,315) (4,650,843) (94,558)
------------ ------------ ------------- ------------
Income (Loss) Before
Income Taxes and
Minority Interests 13,533,241 6,936,863 (21,129,871) 16,397,541
Income taxes 5,413,000 2,566,000 11,548,249 5,986,000
------------ ------------ ------------- ------------
Income (Loss) Before
Minority Interests 8,120,241 4,370,863 (32,678,120) 10,411,541
Minority interests in
earnings of subsidiary 1,090,576 --- 2,622,914 ---
------------ ------------ ------------- ------------
Net Income (Loss) $ 7,029,665 $ 4,370,863 $ (35,301,034) $ 10,411,541
============ ============ ============= ============
Net Income (Loss) Per
Common Share:
Basic $ .33 $ .22 $ (1.74) $ .56
============ ============ ============== ============
Diluted(A) $ .32 $ .22 $ (1.74) $ .55
============ ============ ============== ============
Weighted Average
Shares Outstanding:
Basic 21,248,665 19,599,538 20,345,894 18,561,230
============ ============ ============== ============
Diluted(A) 25,144,413 20,224,016 20,345,894 19,075,743
============ ============ ============== ============
<FN>
(A) The calculation of diluted net income per share for the three months ended
September 30, 1998, assumes the conversion of the $115.0 million convertible
subordinated notes into 3,105,485 additional potential common shares and the
related increase in net income of $900,000 available to common stockholders
related to the reduction of interest expense.
</FN>
</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: November 16, 1998 By: /s/ Martin D. Kidder
-------------------------
Martin D. Kidder
Vice President and
Controller
