-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C0oLgks9y+Vl3TrN7SB4muSg+kNm+bs/ycQw/iDpifjNl3G0Nkmvkdb284HjGCuV iksSuPICKU8D4BMJt/CK5g== 0000950144-99-004122.txt : 19990407 0000950144-99-004122.hdr.sgml : 19990407 ACCESSION NUMBER: 0000950144-99-004122 CONFORMED SUBMISSION TYPE: NT 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD ACCESS INC /NEW/ CENTRAL INDEX KEY: 0001071645 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 582398004 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K/A SEC ACT: SEC FILE NUMBER: 000-29782 FILM NUMBER: 99588093 BUSINESS ADDRESS: STREET 1: 945 EAST PACES FERRY ROAD STREET 2: SUITE 2240 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4042312025 MAIL ADDRESS: STREET 1: 945 EAST PACES FERRY ROAD STREET 2: SUITE 2240 CITY: ATLANTA STATE: GA ZIP: 30326 FORMER COMPANY: FORMER CONFORMED NAME: WAXS INC DATE OF NAME CHANGE: 19981006 NT 10-K/A 1 WORLD ACCESS, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25/A Amendment No. 1 Commission File Number 0-29782 ---------------- NOTIFICATION OF LATE FILING (Check One):[x]Form 10-K [ ]Form 11-K [ ]Form 20-F [ ]Form 10-Q [ ]Form N-SAR For Period Ended: December 31, 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 ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE. Nothing in the 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 World Access, Inc. - -------------------------------------------------------------------------------- Full name of registrant WAXS INC. - -------------------------------------------------------------------------------- Former name if applicable 945 E. Paces Ferry Road, Suite 2200 - -------------------------------------------------------------------------------- Address of principal executive office (STREET AND NUMBER) Atlanta, GA. 30326 - -------------------------------------------------------------------------------- City, state and zip code 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, 20-F, 11-K, Form N-SAR, or portion thereof will be filed on or before the 15th 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 [x] (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 the Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.) During the week preceding March 31, 1999, the date upon which the Form 10-K for World Access, Inc. (the "Company") as of and for the year ended December 31, 1998 was due to be filed, the Company informed PricewaterhouseCoopers LLP, its former independent accountants that it intended to reflect discontinued operations disclosure in its financial statements originally reported on by such former independent accountants as of December 31, 1997 and for each of the years ended December 31, 1997 and 1996 and that management of the Company wanted its former independent accountants to extend its report on the 1997 and 1996 financial statements to cover such discontinued operations information. Management of the Company determined that the measurement date for such discontinued operations occurred during the year ended December 31, 1998. In order to afford the Company's former independent accountants adequate time in which to perform the requisite procedures with respect to such discontinued operations, the Company respectfully requests a 15-day extension of time in which to file its Form 10-K as of and for the year ended December 31, 1998. 2 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 the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change 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 1998 financial results were significantly changed from the comparable periods in 1997. Please refer to the following exhibit which presents the Company's 1998 financial position and results of operations. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date April 6, 1999 By /s/ Martin D. Kidder ----------------------------- ---------------------------------------- Its Vice President and Controller INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal violations (SEE 18 U.S.C. 1001). GENERAL INSTRUCTIONS 1. This form is required by Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934. 2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. 3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. 4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amendment notification. 5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T. EX-1 2 PRESS RELEASE 1 [LOGO] WORLD ACCESS, INC.(TM) WORLD ACCESS REPORTS RECORD FINANCIAL RESULTS FOR 1998 ATLANTA, GEORGIA - February 11, 1999 - World Access, Inc. (Nasdaq: WAXS) announced today that its total sales from continuing operations in 1998 were $152.1 million, a $103.5 million or 213% increase over the $48.6 million in total sales from continuing operations for 1997. Excluding special charges, which were primarily related to the Company's four acquisitions during 1998, pre-tax income from continuing operations was approximately $27.8 million versus $13.1 million in 1997 and net income was $.59 per diluted share versus $.45 per diluted share in 1997. Including special charges and the results of discontinued operations, the Company reported net losses of $84.6 million or ($3.12) per share and $119.9 million or ($5.43) per share for the three and twelve months ended December 31, 1998. As a result of the Company's recent announcement that it has engaged an investment banking firm to assist in the sale of all its non-core businesses, the Company is now reporting its financial results for continuing operations separately. The financial results for non-core businesses, which consist of the resale of Nortel and other OEM wireline switching equipment, third party repair of telecom equipment and pay telephone refurbishment, are being reported as discontinued operations. Trade sales for these businesses for the three and twelve months ended December 31, 1998 were approximately $16.0 million and $59.0 million, respectively. John D. Phillips, President and Chief Executive Officer, said, "Excluding the one-time charges, World Access enjoyed a record year in 1998 for both trade sales and earnings per share. The Company began 1998 with an annual revenue base of approximately $50.0 million from proprietary products and services. With our recent acquisitions, we believe that the Company is now poised to generate more than $725 million in revenues from its core operations during 1999. The Company enters 1999 with a solid cash position, a strong balance sheet, a streamlined organization structure and a management team motivated to efficiently pursue continued sales and earnings growth." "During the fourth quarter of 1998, we completed three significant acquisitions that have positioned World Access to provide its customers with a unique, comprehensive and value-added telecommunications network solution incorporating both international carrier services and the proprietary equipment required to switch and transport related local and long distance traffic. Our management team is now completely focused on the integration of these core businesses and the realization of the tremendous synergies that 2 are now available to the Company as a result of these acquisitions and the aggressive build-out of equipment and service infrastructure projected for the global telecommunications markets. We have taken decisive action in the last 60 days to implement the restructuring initiatives necessary to ensure these synergies are realized in 1999." The Company recorded approximately $92.6 million in special charges for continuing operations during the fourth quarter of 1998, including $50.3 million of in-process research and development costs related to the November 1998 merger with Telco Systems, Inc. ("Telco"), $6.2 million of impaired goodwill related to the Company's Westec and Sunrise operations, and $36.1 million of costs associated with facilities consolidation, the outsourcing of manufacturing requirements, product rationalization and other strategic initiatives undertaken to integrate the Company's fourth quarter 1998 acquisitions of Telco, NACT Telecommunications, Inc. ("NACT") and Resurgens Communications Group. The Company had originally projected that fourth quarter charges for in-process research and development costs related to the NACT and Telco acquisitions would be in excess of $90.0 million. These calculations were completed in October 1998 and were based on established industry practice, current interpretations of generally accepted accounting principles and independent third party studies. The projected charges were reviewed in detail by the Company's independent accountants and the Securities and Exchange Commission ("SEC") prior to the approval and mailing of NACT and Telco proxy materials. Recently, the SEC has expressed views on the valuation of in-process research and development that differ from prior industry practice. These new views have dramatically reduced the valuations of in-process research and development and have been the subject of considerable criticism from U.S. industry, particularly technology companies. After considerable discussion with the SEC and its independent accountants, the Company elected to modify its valuation methods to meet current SEC interpretations rather than risk the possibility of restating financial results in the future. Additional goodwill amortization expense caused by the above and related intangible asset valuation issues impacted fourth quarter 1998 earnings by $.02 per share and will impact 1999 earnings by approximately $.16 per share. Special charges in the fourth quarter also included costs associated with the consolidation and integration of the Company's wireless radio business in Wilmington, Massachusetts into Telco's operations in Norwood, Massachusetts, the pending sale of the Company's internal manufacturing operations in Alpharetta, Georgia to an established electronics contract manufacturer, severance benefits related to reductions in work force and other restructuring activities. In line with our recent decision to integrate the Class 5 functionality of the CDX switch and the Class 4 functionality of NACT's STX switch into a next generation technology platform, reserves for potential doubtful accounts and potential inventory obsolescence were established to minimize the Company's balance sheet exposure related to the CDX switch, a relatively new international product. 3 Mr. Phillips, added, "The restructuring initiatives undertaken have been designed to simplify the Company's organization structure, redeploy capital tied up with internal manufacturing, leverage its customer base and reduce operating costs. Instead of a large number of small divisions, the Equipment Group is now structured whereby all of the Company's switching products are managed and supported by NACT's team based in Provo, Utah and all transport and access products are managed and supported by Telco's team based in Norwood, Massachusetts. The Company's wireless radios complement Telco's product line extremely well and will now be sold through Telco's proven sales force and distribution channels. Selling the Company's manufacturing operations in place to an experienced, full service contract manufacturer eliminates the Company's need to invest significant capital in facilities, equipment and inventories and reduces the risk of operating losses during periods of low production. U.S. Assemblies, Inc. is expected to purchase these operations and hire all of World Access' manufacturing employees on or about March 1, 1999. Telco partnered with U.S Assemblies in a similar program in 1997 that has been extremely successful in increasing customer satisfaction, reducing product costs, improving product quality and generating free cash flow." World Access, Inc. provides international long distance voice and data services and proprietary network equipment to the global telecommunications markets. The World Access Telecommunications Group provides wholesale international long distance service to over 200 foreign countries through a combination of its own international network facilities, various international termination relationships and resale arrangements with other international long distance service providers. The World Access Equipment Group develops, manufactures and markets digital switches, billing and network telemanagement systems, cellular base stations, fixed wireless local loop systems, intelligent multiplexers, digital microwave radio systems and other telecommunications network products. 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 REPORTS ON FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1998, JUNE 30, 1998, AND SEPTEMBER 30, 1998, AND THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 333-43497). WORLD ACCESS CONTACT: NANCY L. DE JONGE (404-231-2025) DIRECTOR OF INVESTOR RELATIONS http://www.waxs.com (Tables Follow) 4 WORLD ACCESS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL DATA
QUARTER ENDED DECEMBER 31 YEAR ENDED DECEMBER 31 ------------------------------- -------------------------------- 1998 1997 1998 1997 ------------ ------------ ------------- ------------ (Unaudited) (Unaudited) Equipment sales $ 46,687,303 $ 13,035,171 $ 138,989,934 $ 48,614,439 Carrier service revenues 11,250,427 -- 13,142,888 -- ------------ ------------ ------------- ------------ Total sales 57,937,730 13,035,171 152,132,822 48,614,439 Cost of equipment sales 27,019,696 7,967,485 74,307,335 27,527,416 Write-down of inventories 8,812,000 -- 9,272,000 -- Cost of carrier services 10,777,134 -- 12,522,279 -- ------------ ------------ ------------- ------------ Total cost of sales 46,608,830 7,967,485 96,101,614 27,527,416 ------------ ------------ ------------- ------------ Gross profit 11,328,900 5,067,686 56,031,208 21,087,023 Engineering and development 2,586,524 456,063 6,842,155 1,647,192 Selling, general and administrative 8,491,059 1,576,749 19,984,367 6,565,151 Amortization of goodwill 1,852,203 384,104 4,254,725 1,109,693 In-process research and development 50,300,000 -- 100,300,000 -- Goodwill impairment 6,200,000 -- 6,200,000 -- Provision for doubtful accounts 10,922,432 -- 11,332,448 48,736 Restructuring and other charges 16,650,000 -- 17,240,000 -- ------------ ------------ ------------- ------------ Operating income (loss) (85,673,318) 2,650,770 (110,122,487) 11,716,251 Interest and other income 591,366 1,669,610 3,418,672 2,465,661 Interest expense (2,231,505) (1,228,842) (6,831,327) (1,040,303) ------------ ------------ ------------- ------------ Income (loss) from continuing operations before income taxes and minority interests (87,313,457) 3,091,538 (113,535,142) 13,141,609 Income taxes (10,765,249) 1,119,000 (1,387,000) 4,791,227 ------------ ------------ ------------- ------------ Income (loss) from continuing operations before minority interests (76,548,208) 1,972,538 (112,148,142) 8,350,382 Minority interests in earnings (loss) of subsidiary (126,088) -- 2,496,826 -- ------------ ------------ ------------- ------------ Net income (loss) from continuing operations (76,422,120) 1,972,538 (114,644,968) 8,350,382 Net income (loss) from discontinued operations (4,678,975) 750,024 (1,757,161) 4,783,721 Write-down of discontinued operations to net realizable value (3,500,000) -- (3,500,000) -- ------------ ------------ ------------- ------------ Net income (loss) $(84,601,095) $ 2,722,562 $(119,902,129) $ 13,134,103 ============ ============ ============= ============ Net income (loss) per common share: Basic: Continuing operations before special charges $ .08 $ .11 $ .59 $ .48 Special charges (2.90) -- (5.78) -- Discontinued operations (.30) .04 (.24) .28 ------------ ------------ ------------- ------------ Net income (loss) $ (3.12) $ .15 $ (5.43) $ .76 ============ ============ ============= ============ Diluted: Continuing operations before special charges(1) $ .08 $ .10 $ .59 $ .45 Special charges (2.90) -- (5.78) -- Discontinued operations (.30) .04 (.24) .25 ------------ ------------ ------------- ------------ Net income (loss) $ (3.12) $ .14 $ (5.43) $ .70 ============ ============ ============= ============ Weighted average shares outstanding: Basic 27,123,430 18,180,059 22,072,793 17,242,405 ============ ============ ============= ============ Diluted 27,123,430 19,496,701 22,072,793 18,707,781 ============ ============ ============= ============
5 (1) RECONCILIATION OF NET INCOME FROM CONTINUING OPERATIONS:
QUARTER ENDED DECEMBER 31 YEAR ENDED DECEMBER 31 ------------------------------ ------------------------------- 1998 1997 1998 1997 ------------ ----------- ------------- ----------- Net income (loss) from continuing operations $(76,422,120) $ 1,972,538 $(114,644,968) $ 8,350,382 Write-down of inventories (a) 5,400,000 -- 5,600,000 -- In-process research and development 50,300,000 -- 100,300,000 -- Goodwill impairment 6,200,000 -- 6,200,000 -- Provision for doubtful accounts (b) 6,500,000 -- 5,100,000 -- Restructuring and other charges (a) 10,200,000 -- 10,500,000 -- ------------ ----------- ------------- ----------- Net income from continuing operations before special charges $ 2,177,880 $ 1,972,538 $ 13,055,032 $ 8,350,382 ============ =========== ============= =========== Diluted shares outstanding 27,123,430 19,496,701 22,072,793 18,707,781 ============ =========== ============= =========== Per diluted share $ .08 $ .10 $ .59 $ .45 ============ =========== ============= ===========
(a) Tax effected at 39%. (b) Add back expense unrelated to fourth quarter or 1998 sales, tax effected at 39%. CONSOLIDATED BALANCE SHEET DATA
DECEMBER 31 DECEMBER 31 1998 1997 ------------ ------------ ASSETS Current Assets Cash and equivalents $ 55,176,932 $118,065,045 Accounts receivable 71,035,102 20,263,971 Inventories 48,590,656 22,426,918 Deferred taxes 26,684,987 1,088,883 Other current assets 27,790,646 9,834,840 ------------ ------------ Total Current Assets 229,278,323 171,679,657 Property and equipment 70,387,140 6,064,585 Goodwill and other intangibles 287,444,696 32,513,987 Other assets 30,938,263 15,024,512 ------------ ------------ Total Assets $618,048,422 $225,282,741 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-term debt $ 13,826,490 $ 81,739 Accounts payable 36,417,880 9,339,588 Other accrued liabilities 59,869,741 8,508,698 ------------ ------------ Total Current Liabilities 110,114,111 17,930,025 Long-term debt 145,664,951 115,263,984 Noncurrent liabilities 1,050,863 333,802 ------------ ------------ Total Liabilities 256,829,925 133,527,811 ------------ ------------ Stockholders' equity 361,218,497 91,754,930 ------------ ------------ Total Liabilities and Stockholders' Equity $618,048,422 $225,282,741 ============ ============
# # # EX-2 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 2 April 1, 1999 Martin D. Kidder V.P. and Controller World Access, Inc., 945 East Paces Ferry Road Suite 2200 Atlanta, GA 30326 Dear Mr. Kidder: We are in agreement with the comments under Part III of this Form 12b-25 with respect to the reasons why we are unable to furnish our report on the financial statements of World Access, Inc. as of December 31, 1997 and for each of the years ended December 31, 1997 and 1996 on or before the date the Form 10-K of World Access, Inc. for the year ended December 31, 1998 was required to be filed. Yours very truly, PricewaterhouseCoopers LLP -----END PRIVACY-ENHANCED MESSAGE-----