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: June 30, 1999
( )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 2200
(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;
|
[x] |(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 or 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 the quarter ended June 30, 1999 could not be filed within the
Commission's prescribed time period due to the Company's inability to obtain
connectivity to the Commission's Edgar filing desk resulting from excessively
high traffic volumes that the Commission experienced on Monday, August 16, 1999.
<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 June 30, 1999 financial results were significantly changed over
the comparable period in 1998. Please refer to the Company's Consolidated
Balance Sheets as of June 30, 1999 and 1998 and Statements of Operations,
Changes in Stockholders' Equity and Cash Flows for the three and six month
periods ended June 30, 1999 and 1998 attached hereto that disclose selected
financial information.
<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: August 17, 1999 By: /s/ Martin D. Kidder
-------------------------
Martin D. Kidder
Vice President and
Controller
<PAGE>
Exhibit No. 1
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
WORLD ACCESS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<CAPTION>
June 30 December 31
1999 1998
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and equivalents $ 98,996 $ 55,176
Accounts receivable 97,342 70,485
Inventories 45,216 48,591
Deferred income taxes 33,022 37,185
Other current assets 21,907 21,381
--------- ---------
Total Current Assets 296,483 232,818
Property and equipment 62,325 63,602
Goodwill and other intangibles 309,540 298,780
Other assets 24,798 18,612
--------- ---------
Total Assets $ 693,146 $ 613,812
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term debt $ 12,285 $ 17,989
Accounts payable 58,393 36,418
Other accrued liabilities 45,744 52,825
--------- ---------
Total Current Liabilities 116,422 107,232
Long-term debt 140,728 137,864
Noncurrent liabilities 10,204 8,133
--------- ---------
Total Liabilities 267,354 253,229
--------- ---------
Stockholders' Equity
Preferred stock 1 ---
Common stock 448 441
Capital in excess of par value 544,481 472,945
Accumulated deficit (119,138) (112,803)
--------- ---------
Total Stockholders' Equity 425,792 360,583
--------- ---------
Total Liabilities and
Stockholders' Equity $ 693,146 $ 613,812
========= =========
See notes to consolidated financial statements.
1
</TABLE>
<PAGE>
<TABLE>
WORLD ACCESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<CAPTION>
Three Months Six Months
Ended June 30 Ended June 30
--------------------- ---------------------
1999 1998 1999 1998
--------- -------- --------- --------
(Unaudited)
<S> <C> <C> <C> <C>
Carrier service revenues $ 113,279 $ 718 $ 198,891 $ 1,263
Equipment sales 64,493 33,824 122,360 56,684
--------- -------- --------- --------
Total Sales 177,772 34,542 321,251 57,947
Cost of carrier services 99,611 587 175,269 1,041
Cost of services network 4,394 38 9,963 76
Cost of equipment sold 36,748 17,171 68,690 29,353
Amortization of acquired technology 1,200 --- 2,400 ---
--------- -------- --------- --------
Total Cost of Sales 141,953 17,796 256,322 30,470
--------- -------- --------- --------
Gross Profit 35,819 16,746 64,929 27,477
Research and development 4,419 1,746 8,773 2,478
Selling, general and administrative 15,032 4,013 28,939 6,798
Amortization of goodwill 3,251 833 6,369 1,475
In-process research and development --- --- --- 35,400
Restructuring and other charges --- --- --- 590
--------- -------- --------- --------
Operating Income (Loss) 13,117 10,154 20,848 (19,264)
Interest and other income 1,083 699 1,506 1,970
Interest expense (1,976) (1,515) (4,604) (2,958)
Income (Loss) From Continuing --------- -------- --------- --------
Operations Before Income Taxes
and Minority Interests 12,224 9,338 17,750 (20,252)
Income taxes 5,952 3,721 9,357 5,906
Income (Loss) From Continuing --------- -------- --------- --------
Operations Before Minority Interests 6,272 5,617 8,393 (26,158)
Minority interests in earnings of subsidiary --- 848 --- 1,532
--------- -------- --------- --------
Income (Loss) From Continuing Operations 6,272 4,769 8,393 (27,690)
Net income (loss) from discontinued operations (685) 1,702 (653) (40)
Write-down of discontinued operations
to net realizable value (13,662) --- (13,662) ---
--------- -------- --------- --------
Net Income (Loss) (8,075) 6,471 (5,922) (27,730)
Preferred stock dividends 413 --- 413 ---
Net Income (Loss) Available --------- -------- --------- --------
to Common Stockholders $ (8,488) $ 6,471 $ (6,335) $(27,730)
========= ======== ========= ========
Income (Loss) Per Common Share:
Basic:
Continuing Operations $ 0.16 $ 0.23 $ 0.22 $ (1.39)
Discontinued Operations (0.39) 0.08 (0.40) ---
--------- -------- --------- --------
Net Income (Loss) $ (0.23) $ 0.31 $ (0.18) $ (1.39)
========= ======== ========= ========
Diluted:
Continuing Operations $ 0.16 $ 0.22 $ 0.22 $ (1.39)
Discontinued Operations (0.36) 0.08 (0.37) ---
--------- -------- --------- --------
Net Income (Loss) $ (0.20) $ 0.30 $ (0.15) $ (1.39)
========= ======== ========= ========
Weighted Average Shares Outstanding:
Basic 36,375 20,576 36,232 19,960
========= ======== ========= ========
Diluted 40,296 21,822 38,446 19,960
========= ======== ========= ========
See notes to consolidated financial statements.
2
</TABLE>
<PAGE>
<TABLE>
WORLD ACCESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands)
<CAPTION>
Capital in
Preferred Common Excess of Accumulated
Stock Stock Par Value Deficit Total
----------- ----------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1999 $ --- $ 441 $ 472,945 $ (112,803) $ 360,583
Net and comprehensive net loss (5,922) (5,922)
Issuance of preferred shares
in private offering 1 47,750 47,751
Issuance of preferred shares
for acquisition of business 18,539 18,539
Dividends on preferred stock (413) (413)
Release of escrowed shares
for acquisitions 1 2,824 2,825
Issuance of shares for
technology licenses 5 1,705 1,710
Issuance of shares for
options and warrants 1 479 480
Tax benefit from option
and warrant exercises 54 54
Issuance of shares
to 401K plan 185 185
----------- ----------- ----------- ----------- -----------
Balance at June 30, 1999 $ 1 $ 448 $ 544,481 $ (119,138) $ 425,792
=========== =========== =========== =========== ===========
See notes to consolidated financial statements.
3
</TABLE>
<PAGE>
<TABLE>
WORLD ACCESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<CAPTION>
Six Months Ended June 30
1999 1998
--------------------------
(Unaudited)
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss $ (5,922) $ (27,731)
Adjustments to reconcile net
loss to net cash from
operating activities:
Depreciation and amortization 15,123 3,194
Write-down of discontinued
operations to net realizable value 13,662 ---
Income tax benefit from stock
warrants and options 54 4,222
Special charges --- 40,434
Minority interests in earnings
of subsidiary --- 1,532
Provision for inventory reserves 680 144
Provision for bad debts 1,453 316
Stock contributed to employee
benefit plan 185 92
Changes in operating assets and
liabilities, net of effects
from businesses acquired:
Accounts receivable (23,121) (13,088)
Inventories (10,236) (9,294)
Accounts payable 13,909 9,101
Other assets and liabilities (1,499) (5,970)
---------- ----------
Net Cash From Operating Activities 4,288 2,952
---------- ----------
Cash Flows From Investing Activities:
Acquisitions of businesses, net
of cash acquired (2,241) (62,084)
Proceeds from sales of assets 4,754 ---
Capitalization of software
development costs (2,452) (1,831)
Expenditures for property and equipment (4,163) (5,859)
---------- ----------
Net Cash Used By Investing Activities (4,102) (69,774)
---------- ----------
Cash Flows From Financing Activities:
Net proceeds from sale
of preferred stock 47,788 ---
Short-term borrowings 1,200 4,297
Principal payments under
capital lease obligations (1,626) ---
Repayment of industrial revenue bond (4,072) ---
Proceeds from exercise of stock
warrants and options 480 3,080
Long-term debt repayments --- (967)
Debt issuance costs (136) ---
---------- ----------
Net Cash From Financing Activities 43,634 6,410
---------- ----------
Decrease in Cash and Equivalents 43,820 (60,412)
Cash and Equivalents at Beginning of Period 55,176 118,065
---------- ----------
Cash and Equivalents at End of Period $ 98,996 $ 57,653
========== ==========
Supplemental Schedule of Noncash Financing and
Investing Activities:
Issuance of common stock for
businesses acquired $ 2,825 $ 33,397
Issuance of preferred stock for
business acquired 18,539 ---
Issuance of common stock for
technology license agreements 1,710 ---
Issuance of stock options for
businesses acquired --- 8,360
Conversion of note receivable
to investment in ATI --- 4,485
See notes to consolidated financial statements.
</TABLE>
