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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-29782
(Check one) _Form 10-K _Form 20-F _Form 11-K [X] Form 10-Q _Form N-SAR
For the Period Ended: March 31, 2000
( )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 March 31, 2000 could not be filed within the
Commission's prescribed time period primarily due to (i) difficulties
encountered in obtaining required financial information from the European
subsidiaries of Long Distance International, Inc., substantially all of the
assets of which World Access acquired in February 2000; (ii) financial and legal
management time and effort associated with World Access' sale of Telco Systems,
Inc. in April 2000; and (iii) financial and legal management time and effort
associated with the pending mergers with STAR Telecommunications, Inc. and
Communication TeleSystems International d/b/a WORLDxCHANGE Communications.
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PART IV- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mr. 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, 2000 financial results were significantly changed over
the comparable period in 1999. Please refer to the Company's press release dated
May 10, 2000 which contains the Consolidated Balance Sheets as of March 31, 2000
and December 31, 1999 and Statements of Operations, for the three months ended
March 31, 2000 and March 31, 1999, attached hereto, that disclose selected
financial information.
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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 16, 2000 By: /s/ Martin D. Kidder
-------------------------
Martin D. Kidder
Vice President and
Controller
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Exhibit No. 1
[GRAPHIC OMITTED]
WORLD ACCESS REPORTS STRONG FIRST QUARTER RESULTS
Record Revenue and Strong Showing in Europe Validate Strategy
EBITDA and Cash EPS Results Exceed Consensus Estimates
Pro Forma Revenue up $70 million, and EBITDA up $18.5 Million, Year-over-Year
Atlanta, Georgia - May 10, 2000 - WORLD ACCESS, INC. (NASDAQ: WAXS)
announced today that its first quarter revenue from continuing operations was a
record $255.5 million, an increase of $170.4 million or 200% over revenue
realized in the first quarter of 1999. For the three months ended March 31,
2000, the Company realized earnings before interest, foreign exchange gains or
losses, taxes, depreciation and amortization ("EBITDA") from continuing
operations of $7.9 million, or $0.09 per diluted share, compared to $1.2
million, or $0.03 per diluted share, in the year-ago period.
The net loss from continuing operations was $17.8 million for the first
quarter, which includes $17.8 million of depreciation and amortization expense,
and $11.4 million in net interest expense and foreign exchange gains. This
compares to a net loss of $2.5 million in the first quarter of 1999. The net
loss per share for the quarter was $0.33, compared to $0.07 in the comparable
1999 period. Cash earnings per share, which adds back the amortization expense
associated with goodwill, was a loss of $0.11, compared to a loss of $0.04 in
the first quarter of 1999.
The first quarter results include a full quarter of FaciliCom
International, Inc., which was acquired in December 1999, and the results of the
NETnet operations from February 11, 2000, the date on which these operations
were acquired from Long Distance International, Inc. As a consequence of the
acquisitions, the Company realized nearly 40% of its total revenue from European
originated traffic, of which approximately 17% came from European retail
customers.
Comparing first quarter results with pro forma results for the first
quarter of 1999, assuming the acquisitions of FaciliCom and NETnet had occurred
as of January 1, 1999, revenues increased approximately $70 million or 35%, and
EBITDA improved from approximately ($10.5) million to $7.9 million.
John D. Phillips, Chairman and Chief Executive Officer, said, "We are
pleased to have met our business plan objectives and exceeded the market's
expectations with the first quarter results. In addition, we have begun showing
considerable progress toward our European strategy, by exhibiting the impact of
the NETnet and Facilicom acquisitions on our changing mix of business. We expect
to see European revenue and retail revenue continue to increase as a percentage
of total revenue."
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"During the quarter, we completed the integration of FaciliCom and made
substantial progress in integrating the NETnet operations into World Access,"
Mr. Phillips continued. "We expect to continue to see benefits in NETnet margins
as we migrate the retail traffic onto our own network. This is expected to be
completed during the second quarter."
World Access' balance sheet was strengthened during the first quarter
by a private equity placement and by the liquidation of substantially all of the
assets of the CIS division. In addition, the Company reached agreements during
the first quarter to sell its Telco Systems and Wireless Local Loop divisions.
Both transactions were completed in early April, further enhancing the Company's
cash position.
Mr. Phillips commented, "We have made tremendous progress on our
divestiture plan which we announced in December. The Company has successfully
divested itself of all of its Equipment Group assets except for our NACT
Switching division. The monetization of these assets has so far generated in
excess of $440 million in gross proceeds. While we have not yet received an
offer for NACT which we believe appropriately values its operating performance,
R&D initiatives and growth prospects, we will continue to profitably manage NACT
until such time as an acceptable offer is presented to us. Lindsay Wallace,
President of our Equipment Group, is in the process of relocating to Utah to
assume the role of President of NACT.
"We are extremely optimistic about our strategic development,"
Mr. Phillips added. "We believe that we have the management and financial
resources, as well as the scale and critical mass, to successfully pursue our
consolidation strategy in the European SME market. Our pending acquisitions of
WorldxChange Communications and STAR Telecom will position us as one of the
leading independent telecom providers in Europe."
About World Access
World Access is focused on being a leading provider of bundled voice,
data and Internet services to retail and carrier customers located throughout
Europe. Located strategically throughout the United States and 13 European
countries, World Access provides end-to-end international communication services
over an advanced asynchronous transfer mode internal network that includes
gateway and tandem switches, an extensive fiber network encompassing tens of
millions of circuit miles and satellite facilities. For additional information
regarding World Access, please refer to the Company's website at www.waxs.com.
This press release may contain financial projections or other
forward-looking statements made pursuant to the safe harbor provisions
of the Securities Reform Act of 1995. Such statements involve risks and
uncertainties which may cause actual results to differ materially.
These risks include: potential inability to identify, complete and
integrate acquisitions; difficulties in expanding into new business
activities; delays in new service offerings; the potential termination
of certain service agreements or the inability to enter into additional
service agreements; and other risks described in the Company's SEC
filings, including the Company's Annual Report on Form 10-K for the
year ended December 31, 1999 and the Company's Registration Statement
on Form S-3 (No. 333-79097), both of which are incorporated by
reference into this press release.
World Access Contact: Michael F. Mies
(404-231-2025) Senior V.P. of Finance
http://www.waxs.com
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World Access, Inc. and Subsidiaries
Summary Consolidated Financial Data
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended March 31
2000 1999
---------------------------
(Unaudited)
<S> <C> <C>
Statement of Operations Data:
Carrier services $ 239,256 $ 85,098
Retail services 16,285 ---
--------- ---------
Total Revenue 255,541 85,098
Cost of services 223,855 80,154
Selling, general and administrative 21,861 3,419
Depreciation and network amortization 5,551 1,259
Goodwill amortization 12,208 978
Provision for doubtful accounts 1,915 350
--------- ---------
Total Operating Expenses 265,390 86,160
--------- ---------
Operating Loss (9,849) (1,062)
Interest and other income 2,619 183
Interest expense 14,545 2,339
Foreign exchange gain 532 ---
--------- ---------
Loss From Continuing Operations
Before Income Taxes (21,243) (3,218)
Income tax benefit 3,460 762
--------- ---------
Loss From Continuing Operations (17,783) (2,456)
Net income (loss) from
discontinued operations (6,374) 4,609
--------- ---------
Net Income (Loss) (24,157) 2,153
Preferred stock dividends 632 ---
--------- ---------
Net Income (Loss) Available to
Common Stockholders $ (24,789) $ 2,153
========= =========
</TABLE>
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World Access, Inc. and Subsidiaries
Summary Consolidated Financial Data
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended March 31
2000 1999
---------------------------
(Unaudited)
<S> <C> <C>
Statement of Operations Data:
Income (Loss) Per Common Share:
Basic:
Continuing Operations $ (0.33) $ (0.07)
Discontinued Operations (0.12) 0.13
--------- - -------
Net Income (Loss) $ (0.45) $ 0.06
========= =========
Diluted:
Continuing Operations(a) $ (0.33) $ (0.07)
Discontinued Operations(a) (0.12) 0.13
--------- ---------
Net Income (Loss)(a) $ (0.45) $ 0.06
========= =========
Weighted Average Shares Outstanding:
Basic 55,189 36,089
========= =========
Diluted 88,153 39,547
========= =========
Other Financial Data for Continuing Operations:
EBITDA $ 7,910 $ 1,175
========= =========
EBITDA Per Diluted Share $ 0.09 $ 0.03
========= =========
Cash Earnings (Loss) (b) $ (6,207) $ (1,478)
========= =========
Cash Earnings (Loss) Per
Fully Diluted Share (a) $ (0.11) $ (0.04)
========= =========
</TABLE>
(a) For purposes of reporting loss amounts per diluted share, potential common
shares consisting of shares subject to stock options and warrants,
convertible notes and convertible preferred stock are excluded as their
effect would be anti-dilutive. Therefore, the basic weighted average
shares were used in the computation of loss amounts per diluted share.
(b) Cash earnings (loss) represents earnings (loss) from continuing operations
less preferred stock dividends and plus goodwill amortization expense.
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World Access, Inc. and Subsidiaries
Consolidated Balance Sheet Data
(In thousands)
<TABLE>
<CAPTION>
March 31 December 31
2000 1999
------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and investments $ 189,269 $ 147,432
Restricted cash 30,847 32,243
Accounts receivable 276,637 164,768
Other current assets 54,835 24,547
Net assets held for sale 238,405 244,388
----------- -----------
Total Current Assets 789,993 613,378
Property and equipment 154,250 136,033
Goodwill 1,081,172 830,234
Restricted cash 1,195 14,958
Other assets 38,659 35,201
----------- -----------
Total Assets $ 2,065,269 $ 1,629,804
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term debt $ 74,722 $ 83,837
Accounts payable 245,305 182,107
Other accrued liabilities 101,730 57,590
----------- -----------
Total Current Liabilities 421,757 323,534
Long-term debt 413,989 408,338
Noncurrent liabilities 652 633
----------- -----------
Total Liabilities 836,398 732,505
----------- -----------
Stockholders' Equity 1,228,871 897,299
----------- -----------
Total Liabilities and
Stockholders' Equity $ 2,065,269 $ 1,629,804
=========== ===========
</TABLE>
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