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. 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. 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 Exhibit No. 1 PART I. FINANCIAL INFORMATION ITEM 1. Consolidated Financial Statements WORLD ACCESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) June 30 December 31 1999 1998 ----------- ----------- (Unaudited) 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 WORLD ACCESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three Months Six Months Ended June 30 Ended June 30 --------------------- --------------------- 1999 1998 1999 1998 --------- -------- --------- -------- (Unaudited) 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 WORLD ACCESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (In thousands) Capital in Preferred Common Excess of Accumulated Stock Stock Par Value Deficit Total ----------- ----------- ----------- ----------- ----------- (Unaudited) 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 WORLD ACCESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Six Months Ended June 30 1999 1998 -------------------------- (Unaudited) 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.