<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                AMENDMENT NO. 1
                                       TO
                                    FORM 10-Q


[X]      Quarterly Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended September 30, 1999

                                       Or

[ ]      Transition Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period from _____ to _______

                        Commission File Number 000-25015

                         WORLDPORT COMMUNICATIONS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                Delaware                                     84-1127336
------------------------------------------------       ------------------------
(State or other jurisdiction of incorporation or       (IRS Employer ID Number)
              organization)

    1825 Barrett Lakes Blvd.
   Suite 100, Kennesaw, Georgia                              30144
----------------------------------------                  ----------
(Address of principal executive offices)                  (Zip Code)

                                 (770) 792-8735
               Registrant's telephone number, including area code


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              YES [X]    NO [ ]




As of November 8, 1999, the Registrant had 27,547,092 shares of Common Stock par
value $0.0001 outstanding.

















<PAGE>   2



                         WORLDPORT COMMUNICATIONS, INC.
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>
PART I - FINANCIAL INFORMATION

       Item 1.      Financial Statements

                    Condensed Consolidated Balance Sheets as of
                    September 30, 1999 (unaudited) and December 31, 1998 ...............................       3

                    Condensed Consolidated Statements of Operations
                    For the Three and Nine Months Ended September 30,
                    1999 and 1998 (unaudited) ..........................................................       4

                    Condensed Consolidated Statements of Comprehensive Income
                    For the Three and Nine Months Ended September 30,
                    1999 and 1998 (unaudited) ..........................................................       5

                    Condensed Consolidated Statements of Cash Flows for the
                    Nine Months Ended September 30, 1999 and 1998 (unaudited) ..........................       6

                    Notes to Condensed Consolidated Financial Statements (unaudited) ...................       7

       Item 2.      Management's Discussion and Analysis of
                    Financial Condition and Results of Operations ......................................      12

SIGNATURE

</TABLE>




                                       2
<PAGE>   3
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                 WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>

                                                                                             SEPTEMBER 30,        DECEMBER 31,
                                                                                                  1999                1998
                                                                                             -------------        -------------
                                     ASSETS                                                    (UNAUDITED)
<S>                                                                                            <C>                 <C>
CURRENT ASSETS:
    Cash and cash equivalents .......................................................          $   1,068           $   9,015
    Accounts receivable, net of allowance for doubtful accounts
       of $280 and $1,054, respectively .............................................              1,683              11,765
    Receivable from related party ...................................................                 --              32,500
    Prepaid expenses and other current assets .......................................                163               3,021
            Total current assets ....................................................              2,914              56,301
    PROPERTY AND EQUIPMENT, net .....................................................                901              91,226

    OTHER ASSETS:
          Goodwill, net .............................................................                 --              43,190
          Other intangibles, net ....................................................                 --              21,851
          Net assets held for sale ..................................................            104,985                  --
          Other assets, net .........................................................                198               7,887
                                                                                               ---------           ---------
                       TOTAL ASSETS .................................................          $ 108,998           $ 220,455
                                                                                               =========           =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable ...............................................................          $   8,755           $  25,335
     Accrued expenses ...............................................................              8,066              19,302
     Current portion of obligations under capital leases ............................              1,674               2,631
     Other current liabilities ......................................................                193               1,952
     Interim loan facility ..........................................................            134,934             110,926
            Total current liabilities ...............................................            153,622             160,146

Long-term obligations under capital leases, net of current portion ..................              6,051              17,539
Note payable, net of current portion ................................................                 --              12,028
Other long-term liabilities .........................................................                 19              11,375
             Total liabilities ......................................................            159,692             201,088

MINORITY INTEREST ...................................................................                 --               1,845

COMMITMENTS AND CONTINGENCIES (Note 3): .............................................                 --                  --

STOCKHOLDERS' (DEFICIT) EQUITY:
     Undesignated preferred stock, $0.0001 par value, 4,800,000 shares
        authorized,  no shares issued and outstanding ...............................                 --                  --
     Series A convertible preferred stock, $0.0001 par value, 750,000 shares
        authorized, 0 and 493,889 shares issued and outstanding in
        1999 and 1998, respectively .................................................                 --                  --
     Series B convertible preferred stock, $0.0001 par value, 3,000,000 shares
        authorized, 1,112,852 and 2,931,613 shares issued and outstanding in
        1999 and 1998, respectively .................................................                 --                  --
     Series C convertible preferred stock, $0.0001 par value, 1,450,000 shares
        authorized, 1,416,030 and 1,132,824 shares issued and outstanding in
        1999 and 1998, respectively .................................................                 --                  --
     Series D convertible preferred stock, $0.0001 par value, 650,000 shares
       authorized, 316,921 and 0 shares issued and outstanding in
       1999 and 1998, respectively ..................................................                 --                  --
     Series E convertible preferred stock, $0.0001 par value, 145,000 shares
       authorized, 141,603 and 0 shares issued and outstanding in
       1999 and 1998, respectively ..................................................                 --                  --
     Common stock, $0.0001 par value, 65,000,000 shares authorized,
        27,127,391 and 18,228,916 shares issued and outstanding in
        1999 and 1998, respectively .................................................                  3                   2
     Warrants .......................................................................             29,054              28,263
     Additional paid-in capital .....................................................            100,757              77,414
     Unearned compensation expense ..................................................               (365)               (750)
     Cumulative translation adjustment ..............................................             (4,827)             (6,747)
     Accumulated deficit ............................................................           (175,316)            (80,660)
                    Total stockholders' (deficit) equity ............................            (50,694)             17,522
                                                                                               ---------           ---------
                    TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY ............          $ 108,998           $ 220,455
                                                                                               =========           =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                       3
<PAGE>   4


                 WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (UNAUDITED, IN THOUSANDS EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED         NINE MONTHS ENDED
                                                                  SEPTEMBER 30,              SEPTEMBER 30,
                                                              1999           1998         1999          1998
                                                            --------      --------      --------      --------
<S>                                                         <C>           <C>           <C>           <C>
REVENUES ..............................................     $ 22,467      $ 11,746      $ 65,263      $ 14,410
COST OF SERVICES ......................................       14,124         8,473        44,860        10,980
                                                            --------      --------      --------      --------
     Gross margin .....................................        8,343         3,273        20,403         3,430

OPERATING EXPENSES:
     Selling, general and administrative expenses .....       15,836        14,097        41,459        20,349
     Depreciation and amortization ....................        6,096         4,281        17,127         5,778
     Asset impairment .................................       12,842            --        12,842            --
                                                            --------      --------      --------      --------
     Operating loss ...................................      (26,431)      (15,105)      (51,025)      (22,697)

OTHER EXPENSE:
     Interest expense, net ............................       (9,666)       (9,360)      (44,190)      (10,202)
     Other expense, net ...............................         (230)           --        (1,286)           --
                                                            --------      --------      --------      --------

LOSS BEFORE MINORITY INTEREST AND INCOME
  TAXES ...............................................      (36,327)      (24,465)      (96,501)      (32,899)
MINORITY INTEREST .....................................           --            --         1,845            --
                                                            --------      --------      --------      --------
LOSS BEFORE INCOME TAXES ..............................      (36,327)      (24,465)      (94,656)      (32,899)
INCOME TAX PROVISION ..................................           --            --            --            --
                                                            --------      --------      --------      --------
NET LOSS ..............................................     $(36,327)     $(24,465)     $(94,656)     $(32,899)
                                                            ========      ========      ========      ========

NET LOSS PER SHARE, BASIC AND DILUTED .................     $ ( 1.51)     $  (1.38)     $  (4.26)     $  (1.95)
                                                            ========      ========      ========      ========

SHARES USED IN NET LOSS PER SHARE
     CALCULATION, BASIC AND DILUTED.....................      24,039        17,702        22,237        16,841
                                                            ========      ========      ========      ========
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.


                                       4
<PAGE>   5


                 WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                            (UNAUDITED, IN THOUSANDS)


<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED           NINE MONTHS ENDED
                                                                   SEPTEMBER 30,                SEPTEMBER 30,
                                                               1999           1998          1999          1998
                                                            -----------     --------      --------      --------
<S>                                                         <C>             <C>           <C>           <C>
Net loss ..............................................     $  (36,327)     $(24,465)     $(94,656)     $(32,899)
Other comprehensive income, net of tax:
     Foreign currency translation adjustments .........         (1,432)           --         1,920            --
                                                            -----------     --------      --------      --------

Comprehensive loss ....................................     $  (37,759)     $(24,465)     $(92,735)     $(32,899)
                                                            ===========     ========      ========      --------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                       5
<PAGE>   6


                 WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   (UNAUDITED, IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                              NINE MONTHS ENDED
                                                                                                SEPTEMBER 30,
                                                                                             1999            1998
                                                                                             -----           ----
<S>                                                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                                  $ (94,656)     $ (32,899)
Adjustments to reconcile net loss to net cash
     used in operating activities -
          Depreciation and amortization                                                      17,127          5,778
          Asset impairment                                                                   12,842             --
          Non-cash interest expense                                                          39,027          3,882
          Non-cash compensation expense                                                         385          1,419
          Minority interest                                                                  (1,845)            --
          Change in accounts receivable                                                      (6,385)        (2,194)
          Change in prepaid expenses and other assets                                        (3,394)        (1,485)
          Other                                                                               1,927             --
          Change in accounts payable, accrued expenses and other liabilities                     95         12,985
                                                                                          ---------      ---------
                    Net cash used in operating activities                                   (34,879)       (12,514)

CASH FLOWS FROM INVESTING ACTIVITIES:
          Cash paid in connection with acquisitions, net of cash acquired                        --       (113,891)
          Deposits paid in conjunction with new business alliances                               --         (1,238)
          Capital expenditures                                                              (16,228)        (7,614)
                                                                                          ---------      ---------
                    Net cash used in investing activities                                   (16,228)      (122,743)

CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds from interim financing                                                        --        120,000
          Principal payments on note payable - related party                                   (150)          (365)
          Principal payments on short-term debt                                                (192)            --
          Principal payments on obligations under capital leases                             (5,696)          (722)
          Proceeds from exercise of stock options                                             1,798             --
          Proceeds from issuance of common stock, net of offering expenses                        6            900
          Proceeds from issuance of preferred stock, net of offering expenses                47,500         12,777
                                                                                          ---------      ---------
                    Net cash provided by financing activities                                43,266        132,590

Effect of exchange rate changes on cash and cash equivalents                                    165          4,904
                                                                                          ---------      ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                         (7,676)         2,237

CASH AND CASH EQUIVALENTS, beginning of the period                                            9,015            179
                                                                                          ---------      ---------

CASH AND CASH EQUIVALENTS, end of the period                                              $   1,339      $   2,416
                                                                                          =========      =========

CASH PAID DURING THE PERIOD FOR INTEREST                                                  $   2,263      $     491
                                                                                          =========      =========

CASH PAID DURING THE PERIOD FOR INCOME TAXES                                              $      --      $      --
                                                                                          =========      =========

SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:

       Conversion of notes payable - related parties and accrued interest for
          230,627 shares of Series B preferred stock                                      $      --      $   1,236
                                                                                          =========      =========
       Issuance of 250,000 shares of Series B preferred stock for notes receivable        $      --      $   1,017
                                                                                          =========      =========
       Acquisition of assets under capital lease and other financing facilities           $  38,241      $   4,320
                                                                                          =========      =========
       Issuance of warrants in connection with Interim Loan                               $   4,797      $      --
                                                                                          =========      =========
       Conversion of obligation for 316,921 shares of Series D Preferred Stock            $   1,030
                                                                                          =========
       Stock issued in ICX and IIC acquisition                                            $      --      $   8,326
                                                                                          =========      =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                       6


<PAGE>   7



                 WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


(1)      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization and Basis of Presentation

         WorldPort Communications, Inc. (together with its subsidiaries, the
         "Company"), previously known as Sage Resources, Inc., was organized as
         a Colorado corporation on January 6, 1989, to evaluate, structure and
         complete mergers with, or acquisitions of other entities. In October
         1996, the Company changed its domicile to Delaware and changed to its
         current name. The Company is a facilities-based global
         telecommunications carrier offering voice, data and other
         telecommunications services to carriers, internet service providers
         ("ISPs"), medium and large corporations and distributors and resellers.

         The accompanying condensed consolidated financial statements have been
         prepared by the Company without audit pursuant to the rules and
         regulations of the Securities and Exchange Commission. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted in this Form 10-Q pursuant to
         such rules and regulations; however, management believes that the
         disclosures herein are adequate to make the information presented not
         misleading. The financial statements and notes thereto included in this
         Form 10-Q should be read in conjunction with the financial statements
         and notes thereto included in the Company's Annual Report on Form 10-K
         for the year ended December 31, 1998.

         In the opinion of the Company's management, the accompanying condensed
         consolidated financial statements contain all adjustments necessary to
         present fairly the Company's financial position as of September 30,
         1999, and the results of operations for the three and nine months ended
         September 30, 1999 and 1998 and cash flows for the nine months ended
         September 30, 1999 and 1998. The results of operations for the three
         and nine months ended September 30, 1999 and 1998 are not necessarily
         indicative of the operating results for the full year.

         Financial Condition

         The Company is subject to various risks in connection with the
         operation of its business including, among other things, (i) an
         inability to repay the Interim Loan Facility due November 18, 1999,
         (ii) changes in external competitive market factors, (iii) termination
         of certain operating agreements or inability to enter into additional
         operating agreements, (iv) inability to satisfy anticipated working
         capital or other cash requirements, (v) changes in or developments
         under domestic or foreign laws, regulations, licensing requirements or
         telecommunications standards, (vi) changes in the availability of
         transmission facilities, (vii) changes in the Company's business
         strategy or an inability to execute its strategy due to unanticipated
         changes in the market, (viii) various competitive factors that may
         prevent the Company from competing successfully in the marketplace, and
         (ix) the Company's lack of liquidity and its ability to raise
         additional capital. The Company has incurred losses since inception,
         expects to continue to incur operating losses in the near future, and
         has an accumulated deficit of approximately $175.3 million as of
         September 30, 1999 as well as a working capital deficit of
         approximately $150.1 million. Funding of the Company's working capital
         deficit, current and future operating losses and investment in
         additional telecommunications assets will require substantial
         continuing capital investment. The Company's strategy has been to fund
         these cash requirements through debt facilities and additional equity
         financing. The Company is also seeking to finance its cash requirements
         through the sale of some or all of its present operating assets. On
         November 11, 1999, the Company entered into a series of agreements for
         the purchase by Energis p/l ("Energis") of 100% of WorldPort
         Communications Europe Holdings, B.V. ("WorldPort Communications
         Europe") for an estimated aggregate value of $570 million. The Company
         owns 85% of the outstanding capital stock of WorldPort Communications
         Europe which is the parent of EnerTel. As part of the transaction the
         Company is selling to Energis certain additional assets, including its
         switch operations in London and New York. It is expected that this sale
         will be consummated by the end of the first quarter of the year 2000.
         Following the repayment of the Company's outstanding indebtedness
         (including the Interim Loan) and accounts payable, the assumption by
         Energis of certain contractual obligations of the Company and the
         payment of applicable taxes and transaction costs, the Company expects
         to receive between $200 to $215 million of net cash proceeds from this
         sale. It is expected that the Company will consider a new strategic
         focus following this sale utilizing the remaining net proceeds.


                                       7
<PAGE>   8


         The Company's Interim Loan facility, which originally matured on June
         23, 1999 and has been extended until November 18, 1999, is secured by a
         lien on substantially all of the Company's assets and certain of its
         subsidiaries and a pledge of the capital stock of certain of the
         Company's subsidiaries. It is contemplated that the proceeds from the
         sale of EnerTel will be used to repay the Interim Loan. In the event
         that the Interim Loan is not repaid by its current maturity date (or
         any further extended maturity date, as the case may be), the Interim
         Loan holders have an agreement with the Company and certain of the
         Company's stockholders pursuant to which the Company and such
         stockholders will be obligated to support and use their respective best
         efforts to achieve any transaction or series of transactions involving
         the sale of all or any part of the Company or any subsidiary or any of
         their assets which is proposed by the Interim Loan holders.

         Although the Company has been able to arrange debt facilities or equity
         financing to date, there can be no assurance that sufficient debt or
         equity financing will continue to be available in the future or that it
         will be available on terms acceptable to the Company. Failure to
         complete the sale of EnerTel or failure to obtain sufficient capital
         will materially affect the Company's operations. As a result of the
         aforementioned factors and related uncertainties, there is substantial
         doubt about the Company's ability to continue as a going concern.

         In August 1999, the Company announced that it was closing its U.S.
         carrier operations and initiated the process of disposing of certain
         assets and subsidiaries, including Telenational Communications, Inc.
         ("TNC") and International InterConnect, Inc. ("IIC"). The Company is
         currently negotiating the sale of these operations, but to date does
         not have any definitive sale arrangements. The Company has taken an
         asset impairment charge of approximately $5.4 million, $6.5 million and
         $1 million in connection with the pending sale of TNC, IIC and other
         U.S. based assets, respectively, to write the net investments down to
         their anticipated net realizable value. Additionally, the balance sheet
         accounts of EnerTel, TNC and IIC have been collapsed in the
         accompanying financial statements, and are reflected as net assets held
         for sale in "Other Assets". The following table summarizes the net
         assets prior to collapsing the balance sheet accounts and the net
         realizable asset write-down (in thousands):

<TABLE>
<CAPTION>

                                            TNC         IIC          Other       EnerTel          Total
                                         -------      -------      -------      ---------      ---------
         <S>                             <C>          <C>          <C>          <C>            <C>
         Working capital                 $   791      $   504      $    --      $ (15,501)     $ (14,206)
         Property, plant & equipment         939          487        3,954        110,860        116,240
         Other assets                         --          144           --         14,842         14,986
         Non current liabilities             (64)      (2,853)          --        (56,120)       (59,037)
         Intangible assets                 5,050        8,524           --         46,270         59,844
         Impairment loss                  (5,366)      (6,476)      (1,000)            --        (12,842)
                                         -------      -------      -------      ---------      ---------
           Net assets held for sale      $ 1,350      $   330      $ 2,954      $ 100,351      $ 104,985
</TABLE>

         Consolidation

         The accompanying consolidated financial statements include the accounts
         of the Company and its wholly owned subsidiaries. All significant
         intercompany accounts and transactions have been eliminated.

         Loss per Share

         For all periods presented, basic and diluted earnings per share are the
         same as any dilutive securities had an antidilutive effect on earnings
         per share.

(2)      SEGMENT DISCLOSURES

         In June 1997, the FASB issued SFAS No. 131, Disclosures about Segments
         of an Enterprise and Related Information. SFAS No. 131 requires the
         reporting of profit and loss, specific revenue and expense items and
         assets for reportable segments. It also requires the reconciliation of
         total segment revenues, total


                                       8
<PAGE>   9

         segment profit or loss, total segment assets, and other amounts
         disclosed for segments to the corresponding amounts in the general
         purpose financial statements. The Company adopted SFAS No. 131 during
         the year ended December 31, 1998.

         The Company views itself as participating in one business segment -
         facilities-based global telecommunications. Its operations can be
         viewed as European and North American. Intersegment revenues are not
         material. Financial data by geographic area for the three months ended
         September 30, 1999 and 1998, and the nine months ended September 30,
         1999 are as follows (in thousands):

         Three months ended September 30, 1999:

<TABLE>
<CAPTION>
                                               European      North American (1)      Total
                                               --------      ------------------      -----
         <S>                                   <C>           <C>                    <C>
         Revenues                               $16,639           $ 5,828           $22,467
         Depreciation and amortization            4,089             2,007             6,096
         Operating loss                          (3,585)          (22,846)          (26,431)
         Interest expense, net                   (8,843)             (823)           (9,666)
         Net loss                               (12,427)          (23,900)          (36,327)
</TABLE>

         Three months ended September 30, 1998:

<TABLE>
<CAPTION>
                                               European      North American (1)      Total
                                               --------      ------------------      -----
         <S>                                   <C>           <C>                    <C>
         Revenues                               $ 8,003           $ 3,743           $11,746
         Depreciation and amortization            3,371               910             4,281
         Operating loss                          (8,608)           (6,497)          (15,105)
         Interest expense, net                   (9,435)               75            (9,360)
         Net loss                               (18,044)           (6,421)          (24,465)
</TABLE>

         Nine months ended September 30, 1999:

<TABLE>
<CAPTION>
                                               European      North American (1)      Total
                                               --------      ------------------      -----
         <S>                                   <C>           <C>                    <C>
         Revenues                               $49,320           $15,943           $65,263
         Depreciation and amortization           12,389             4,738            17,127
         Operating loss                         (12,544)          (38,481)          (51,025)
         Interest expense, net                  (42,279)           (1,911)          (44,190)
         Net loss                               (52,974)          (41,682)          (94,656)

</TABLE>

         (1)  Includes all corporate overhead costs.

         The Company acquired its European operations in June 1998. Prior to
         that, all of its operations were North American based.

         The Company is in the process of selling certain assets and
         subsidiaries. Accordingly, at September 30, 1999 the balance sheet
         accounts of these assets and subsidiaries have been collapsed into net
         assets held for sale (see footnote 1 for additional information).


(3)      COMMITMENTS AND CONTINGENCIES

         Interim Loan Facility

         To finance the EnerTel acquisition, the Company entered into a $120
         million Interim Loan facility with a consortium of lenders effective
         June 23, 1998, the terms of which also included the issuance of
         warrants.


                                       9
<PAGE>   10

         The Interim Loan, which originally matured on June 23, 1999 and has
         been extended until November 18, 1999, includes certain negative and
         affirmative covenants and is secured by a lien on substantially all of
         the assets of the Company and certain of its subsidiaries and a pledge
         of the capital stock of certain of the Company's subsidiaries. In order
         to secure the extension until November 18, 1999, the Company has agreed
         to pay the Lenders an amendment fee of $600,000 at the maturity date.
         The amendment fee has been recorded as interest expense in the
         accompanying financial statements. The Interim Loan bears interest at
         LIBOR (as defined in the credit agreement related to the Interim Loan)
         plus 6% per annum (13.5% at September 30, 1999) increasing by 0.5% per
         annum at the end of each period of three consecutive months after June
         23, 1998; provided, that such interest rate shall not exceed 16% per
         annum if paid in cash or 18% per annum if capitalized. As of September
         30, 1999, the Interim Loan holders, in aggregate, have received
         warrants exercisable for 4,069,904 shares of Common Stock at a price
         per share of $0.01. In addition to the warrants which the Interim Loan
         holders had received as of September 30, 1999, such holders are
         entitled to receive additional warrants on the date the Interim Loan is
         repaid in full, so that all warrants issued to such holders represent
         11% of the Company's fully-diluted outstanding Common Stock on the date
         of such repayment. As of September 30, 1999, the warrants issued and to
         be issued in connection with the Interim Loan were valued at an
         aggregate of approximately $29.1 million. It is contemplated that the
         proceeds from the sale of EnerTel will be used to repay the Interim
         Loan.

         Capacity Commitments

         The Company has entered into agreements with a vendor for the purchase
         of STM-1's of capacity on the AC-1 cable system or STM-1 level capacity
         on additional undersea and terrestrial cable systems under development
         by this vendor. In 1998, the Company made a deposit of $2 million with
         this vendor which will be applied against the Company's aggregate $66
         million purchase commitment over the next 3 years under this agreement.
         In 1999, the Company purchased undersea cable capacity from the vendor
         by converting its deposit and paying an additional $5.1 million as
         down-payment, and obtaining vendor financing for the remaining $15.8
         million purchase price. This vendor financing bears interest at a rate
         of 11.5% and requires quarterly principal payments of $1.2 million
         beginning on the earlier of the Company having received aggregate
         proceeds from debt or equity issuances (other than vendor financing) of
         at least $150 million, or March 1, 2000 and ending March 2002. The
         Company has not yet made any principal payments on this vendor
         financing. The Company intends to sell all or a portion of this
         capacity in conjunction with other asset sale activities now under
         consideration.

         In February 1999, the Company entered into an agreement with a
         telecommunication carrier to sell to such carrier transmission capacity
         throughout various points of presence in Europe for approximately $8
         million, payable upon acceptance of the circuits by the carrier. The
         contract provides the purchaser with an indefeasible right of use of
         this capacity for a period of 20 years. The Company has entered into a
         separate agreement with a European telecommunications company which
         gives the Company the right to purchase capacity through these points
         of presence. This contract provides for indefeasible rights of use for
         a period of 10 years. The Company is pursuing means to satisfy the
         capacity commitment to the Company's customer for the remaining 10
         years of that contract. During the second quarter of 1999, the Company
         recorded revenue under the contract of $2.1 million and costs,
         including an estimate of future costs for years 11-20 based on an
         independent third party's estimate, of $2.5 million. This represents
         management's best estimate of the present value of such future costs to
         provide these services. Management will monitor this estimate and
         adjust as necessary when, and if, additional information is available.
         The initial transaction under the contract was negotiated in
         anticipation of future profitable revenues from the customer.

         Legal

         The Company's common stock is now quoted and traded on the OTC Bulletin
         Board under the symbol "WRDP.OB" after having been delisted from the
         Nasdaq SmallCap Market as of the close of business on August 4, 1999.

         Since July 14, 1999, the Company and certain of its former officers
         have been named as defendants in


                                       10
<PAGE>   11

         multiple shareholder class action lawsuits filed in the United States
         District Court for the Northern District of Georgia. The plaintiffs in
         these lawsuits seek to represent a class of individuals who purchased
         or otherwise acquired the Company's common stock from as early as
         December 31, 1998 through June 25, 1999. Among other things, the
         plaintiffs allege the defendants spoke positively about financing the
         Company obtained from The Heico Companies, LLC without disclosing the
         risk that the financing might cause the Company to be delisted from
         Nasdaq. The plaintiffs further allege the truth was purportedly
         revealed on June 28, 1999 when the Company announced that it was under
         review by Nasdaq and the disclosure that the Company might be delisted
         from Nasdaq adversely affected the value of the Company's common stock.
         The plaintiffs allege violations of Sections 10(b) and 20(a) of the
         Securities Exchange Act of 1934. The Company intends to defend these
         lawsuits vigorously, but due to inherent uncertainties of the
         litigation process and the judicial system, the Company is unable to
         predict the outcome of this litigation. If the outcome of this
         litigation is adverse to the Company, it would have a material adverse
         effect on the Company's business, financial condition and results of
         operations.



                                       11
<PAGE>   12


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

NOTE ON "FORWARD-LOOKING" STATEMENTS

         The information set forth in Management's Discussion and Analysis of
         Financial Condition and Results of Operations ("MD&A") contains certain
         "forward-looking statements" within the meaning of Section 27A of the
         Securities Act of 1933, as amended, Section 21E of the Securities
         Exchange Act of 1934, as amended, and the Private Securities Litigation
         Reform Act of 1995, including, among others (i) expected changes in the
         Company's revenues and profitability, (ii) prospective business
         opportunities and (iii) the Company's strategy for financing its
         business. Forward-looking statements are statements other than
         historical information or statements of current condition. Some
         forward-looking statements may be identified by use of terms such as
         "believes", "anticipates", "intends" or "expects". These
         forward-looking statements relate to the plans, objectives and
         expectations of the Company for future operations. Although the Company
         believes that its expectations with respect to the forward-looking
         statements are based upon reasonable assumptions within the bounds of
         its knowledge of its business and operations, in light of the risks and
         uncertainties inherent in all future projections, the inclusion of
         forward-looking statements in this report should not be regarded as a
         representation by the Company or any other person that the objectives
         or plans of the Company will be achieved.

         The Company's revenues and results of operations could differ
         materially from those projected in the forward-looking statements as a
         result of numerous factors, including, but not limited to, the
         following: (i) an inability to repay the Interim Loan Facility due
         November 18, 1999, (ii) changes in external competitive market factors,
         (iii) termination of certain operating agreements or inability to enter
         into additional operating agreements, (iv) inability to satisfy
         anticipated working capital or other cash requirements, (v) changes in
         or developments under domestic or foreign laws, regulations, licensing
         requirements or telecommunications standards, (vi) changes in the
         availability of transmission facilities, (vii) changes in the Company's
         business strategy or an inability to execute its strategy due to
         unanticipated changes in the market, (viii) various competitive factors
         that may prevent the Company from competing successfully in the
         marketplace, and (ix) the Company's lack of liquidity and its ability
         to raise additional capital. In light of these risks and uncertainties,
         there can be no assurance that actual results, performance or
         achievements of the Company will not differ materially from any future
         results, performance or achievements expressed or implied by such
         forward-looking statements. The foregoing review of important factors
         should not be construed as exhaustive. The Company undertakes no
         obligation to release publicly the results of any future revisions it
         may make to forward-looking statements to reflect events or
         circumstances after the date hereof or to reflect the occurrence of
         unanticipated events.

         The following discussion should be read in conjunction with the
         Condensed Consolidated Financial Statements and Notes thereto included
         under Item 1 of this Form 10-Q. In addition, reference should be made
         to the Financial Statements and Notes thereto and related Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations included in the Company's Annual Report on Form 10-K for the
         year ended December 31, 1998.

OVERVIEW

         The Company is a facilities-based global telecommunications carrier
         offering voice, data and other telecommunications services to carriers,
         internet service providers ("ISPs"), medium and large corporations and
         distributors and resellers. In order to meet its obligations under the
         Interim Loan Facility due November 18, 1999, the Company is currently
         exploring the sale of some or all of its assets. On November 11, 1999,
         the Company entered into a series of agreements for the purchase by
         Energis of 100% of WorldPort Communications Europe for an estimated
         aggregate value of $570 million. The Company owns 85% of the
         outstanding capital stock of WorldPort Communications Europe which is
         the parent of EnerTel. As part of the transaction, the Company is
         selling to Energis certain additional assets, including its switch
         operations in London and New York. It is expected that this sale will
         be consummated by the end of the first quarter of the year 2000.
         Following the repayment of the Company's outstanding indebtedness
         (including the Interim Loan) and accounts payable, the assumption by
         Energis of certain contractual obligations of the Company and the
         payment of applicable taxes and transaction costs, the Company expects
         to receive between $200 to $215 million of net cash proceeds from this
         sale. It is expected that the Company will consider a new strategic
         focus following this sale utilizing the remaining net proceeds.

         The Company's growth to date has occurred principally through
         acquisitions, most notably its acquisition



                                       12
<PAGE>   13

         of EnerTel, a national provider of telecommunications services in the
         Netherlands. The Company acquired EnerTel in June 1998, for
         consideration consisting of approximately $92 million and the payment
         of certain EnerTel indebtedness of approximately $17 million. In
         November 1998 the Company sold a 15% interest in the direct parent of
         EnerTel to former shareholders of EnerTel for approximately $14.8
         million, of which approximately $2.8 million was an equity investment
         in the subsidiary and approximately $12 million was in the form of a
         shareholder note. The principal on this shareholder note is payable ten
         years after the Company's repayment of the Interim Loan, which financed
         the Company's acquisition of EnerTel.

         In addition to the Company's EnerTel operations, during 1998 the
         Company acquired Intercontinental Exchange, Inc. ("ICX") and
         International InterConnect, Inc. ("IIC") which serve distributors and
         resellers focused on international calling card and private line
         services. Formerly based in the San Francisco Bay area, ICX provides
         telecommunication services principally through a network of agents and
         distributors in Japan and other Asian countries. During the first
         quarter of 1999, ICX's operations were integrated with the Company's
         Omaha, Nebraska based calling card operation and its traffic was
         migrated to the Company's Omaha switch. The Company acquired the assets
         and operations of ICX in April 1998, in exchange for 400,000 shares of
         Common Stock.

         In August 1998, the Company acquired the assets and operations of IIC.
         The purchase consideration was 879,442 shares of Common Stock and
         $750,000 in cash. Based in Rockledge, Florida, IIC specializes in
         providing international long distance services primarily in Latin
         America. IIC's customer base consists primarily of resellers,
         multinational corporations, foreign embassies, and other businesses.

         In February 1998, the Company commenced operations in the Netherlands
         through the acquisition of MathComp B.V., whose name was changed to
         WorldPort Communications Europe, B.V. ("WorldPort Europe"). In
         connection with this acquisition, the Company issued 150,000 shares of
         Common Stock and paid $250,000 in cash. The former shareholder of
         WorldPort Europe is eligible to earn an additional 2,350,000 shares of
         Common Stock contingent upon the attainment of certain revenue and
         gross margin requirements during the first and second quarters of 1999.
         Following the acquisition of EnerTel, the Company recorded charges of
         approximately $5.2 million in the fourth quarter of 1998 for the wind
         down of the WorldPort Europe operations in 1999. See "Legal
         Proceedings."

         As of November 8, 1999, the Company had 27,160,014 shares of Common
         Stock outstanding, or 59,907,057 shares on a fully diluted basis. The
         number of shares outstanding on a fully-diluted basis takes into
         account (i) all outstanding shares of Common Stock, (ii) all
         outstanding shares of the Company's convertible preferred stock,
         together with all options to acquire such stock, (iii) all outstanding
         warrants to acquire the Company's Common Stock, together with such
         number of additional warrants which the Company would have been
         required to issue to the Interim Loan holders had the Interim Loan been
         repaid on November 8, 1999 so that such holders would hold warrants
         exercisable into 11% of the fully-diluted outstanding Common Stock on
         such date (as contemplated by the Interim Loan facility), and (iv) all
         outstanding options which had vested as of November 8, 1999 and which
         had an exercise price at or below the market price on such date.

         Capacity Commitments

         The Company has entered into agreements with a vendor for the purchase
         of STM-1's of capacity on the AC-1 cable system or STM-1 level capacity
         on additional undersea or terrestrial cable systems under development
         by this vendor. In 1998, the Company made a deposit of $2 million with
         this vendor which will be applied against the Company's aggregate $66
         million commitment over the next 3 years under this agreement. In March
         1999, the Company purchased undersea cable capacity from the vendor by
         converting its deposit and paying an additional $5.1 million as
         down-payment, and obtaining vendor financing for the remaining $15.8
         million purchase price. This vendor financing bears interest at a rate
         of 11.5% and requires quarterly principal payments beginning on the
         earlier of the Company having received aggregate proceeds from debt or
         equity issuances (other than Vendor financing) of at least $150
         million, or March 1, 2000 and ending in March 2002. The Company has not
         yet made any principal payments on this




                                       13
<PAGE>   14

         vendor financing. The Company intends to sell all or a portion of this
         capacity in conjunction with other asset sale activities now under
         consideration.

         In February 1999, the Company entered into an agreement with a
         telecommunication carrier to sell to such carrier transmission capacity
         throughout various points of presence in Europe for approximately $8
         million, payable upon acceptance of the circuits by the carrier. The
         contract provides the purchaser with an indefeasible right of use of
         this capacity for a period of 20 years. The Company has entered into a
         separate agreement with a European telecommunications company which
         gives the Company the right to purchase capacity through these points
         of presence. This contract provides for indefeasible right of use for a
         period of 10 years. The Company is pursuing means to satisfy the
         capacity commitment to the Company's customer for the remaining 10
         years of that contract. During the second quarter of 1999, the Company
         recorded revenue under the contract of $2.1 million and costs,
         including an estimate of future costs for years 11-20 based on an
         independent third party's estimate, of $2.5 million. This represents
         management's best estimate of the present value of such future costs to
         provide these services. Management will monitor this estimate and
         adjust as necessary when, and if, additional information is available.
         The initial transaction under the contract was negotiated in
         anticipation of future profitable revenues from the customer.

RESULTS OF OPERATIONS

         During the three months and nine months ended September 30, 1999, the
         Company incurred losses of $36.3 million and $94.7 million,
         respectively, compared to losses of $24.5 million and $32.9 million
         during the same periods in 1998. Included in the losses incurred during
         the three and nine months ended September 30, 1999 are the operating
         results of EnerTel, IIC and ICX, including amortization of the
         purchased intangibles and recording of financing costs related to the
         Company's acquisition of EnerTel, as well as general expenses related
         to the Company's worldwide business development and financing
         activities. The operating results for ICX and IIC did not have a
         material impact on the losses incurred by the Company in 1999. To
         address and remedy historical operating losses and to increase its
         competitiveness, revenues and gross margins, the Company has taken
         various steps to improve each subsidiary's operating efficiency,
         network capability and carrier cost structure. In August 1999, the
         Company took steps to terminate its U.S. wholesale carrier operations
         and significantly reduce its U.S. staffing related to those wholesale
         operations. It also announced plans to explore strategic alternatives,
         including the sale of assets. On November 11, 1999, the Company entered
         into a series of agreements for the purchase by Energis of 100% of
         WorldPort Communications Europe for an estimated aggregate value of
         $570 million. The Company owns 85% of the outstanding capital stock of
         WorldPort Communications Europe which is the parent of EnerTel. As part
         of the transaction, the Company is selling to Energis certain
         additional assets, including its switch operations in London and New
         York. It is expected that this sale will be consummated by the end of
         the first quarter of the year 2000. Following the repayment of the
         Company's outstanding indebtedness (including the Interim Loan) and
         accounts payable, the assumption by Energis of certain contractual
         obligations of the Company and the payment of applicable taxes and
         transaction costs, the Company expects to receive between $200 to $215
         million of net cash proceeds from this sale. It is expected that the
         Company will consider a new strategic focus following this sale
         utilizing the remaining net proceeds. Failure to complete the sale of
         EnerTel or failure to obtain sufficient capital will materially affect
         the Company's operations. As a result of the aforementioned factors and
         related uncertainties, there is substantial doubt about the Company's
         ability to continue as a going concern.

         Revenues

         Revenues for the three and nine months ended September 30, 1999 were
         $22.5 million and $65.3 million, respectively, compared to $11.7
         million and $14.4 million for the three and nine months ended September
         30, 1998. The increase in revenues is primarily attributed to the
         inclusion of the results of operations of EnerTel, acquired in June
         1998 and the commencement of the Company's U.S. wholesale carrier
         operations during 1999. EnerTel's revenues were $15.5 million and $45.8
         million, respectively, during the three and nine months ended September
         30, 1999. The U.S. wholesale carrier operations, which the Company
         terminated in the third quarter of 1999, contributed revenues of $3.5
         million and $6.8 million during the three and nine months ended
         September 30, 1999, respectively. Also contributing to the increase
         over the prior year is the inclusion of IIC acquired in July 1998. This
         entity contributed approximately $1.6 million and $5.3 million in total
         revenues during the three and nine months ended September 30, 1999.
         Results for the nine months ended September 30, 1999 also include
         revenue of $2.1 million from the




                                       14
<PAGE>   15

         sale of transmission capacity under an agreement between the Company
         and a telecommunication carrier.

         EnerTel primarily generates revenue from the transmission of both
         domestic and international switched minutes in the Netherlands. EnerTel
         also derives revenues from the fixed monthly rental of private line
         circuits. The growth in EnerTel's revenues during 1998 and the first
         nine months of 1999 included growth in all EnerTel product lines
         including virtual point of presence (VPOP) internet access; the
         Kennisnet national data network for the Dutch school system, direct
         access local, national and international switched services; and 800/900
         products as well as the wholesale portion of the Bel 1600 business, a
         residential services business which the Company sold in 1998.

         Gross Margin

         Gross margin for the three and nine months ended September 30, 1999 was
         $8.3 million and $20.4 million, respectively, compared to $3.3 million
         and $3.4 million for the three and nine months ended September 30,
         1998. The increase in gross margin was primarily due to the inclusion
         of the results of operations of EnerTel. The Company's primary costs of
         sales are its cost of terminating switched minutes through third
         parties, as well as its cost of access circuits used to connect its
         customers in the Netherlands.

         Selling, General and Administrative Expenses

         Selling, general and administrative expenses increased to $15.8 million
         from $14.1 million and to $41.5 million from $20.3 million for the
         three and nine months ended September 30, 1999 and 1998, respectively.
         The increase is primarily due to (i) the inclusion of the selling,
         general and administrative expenses associated with the operation of
         EnerTel, the U.S. wholesale carrier operations and IIC, (ii) increased
         business development and expansion activity, and (iii) costs incurred
         in connection with the termination of the Company's U.S. wholesale
         carrier operations and the reduction in the U.S. corporate headquarters
         staff.

         Depreciation and Amortization

         Depreciation and amortization expense for the three and nine months
         ended September 30, 1999 was $6.1 million and $17.1 million,
         respectively, compared to $4.3 million and $5.8 million for the three
         and nine months ended September 30, 1998. The increase was due to (i)
         depreciation on the assets acquired in connection with the EnerTel and
         IIC acquisitions, (ii) amortization of goodwill and other intangible
         assets associated with the EnerTel and IIC acquisitions, and (iii)
         depreciation on additional switching and network equipment acquired
         during 1998 and 1999.

         Asset Impairment

         In the quarter ended September 30, 1999, the Company recorded
         nonrecurring charges totaling approximately $12.8 million in connection
         with its decision to close and/or sell certain U.S. operations.
         Included in these nonrecurring charges are charges totaling
         approximately $11.8 million to write-down the Company's investment in
         TNC and IIC to their estimated net realizable value and an asset
         impairment charge of $1 million to reduce certain U.S. based
         telecommunications equipment to their estimated resale values.

         Other Income (Expense)

         Interest expense, net was $9.7 million compared to $9.4 million for the
         three months ended September 30, 1999 and 1998, respectively. For the
         nine months ended September 30, 1999 interest expense, net was $44.2
         million compared to $10.2 million during the same period in 1998. The
         increase in interest expense is due primarily to the Interim Loan
         issued on June 23, 1998. Interest expense also included interest for
         the debt the Company assumed in connection with the EnerTel and IIC
         acquisitions, and the acquisition of switching equipment subject to
         capital lease.


                                       15
<PAGE>   16

         Other expense, net for the three and nine months ended September 30,
         1999 was $.2 million and $1.3 million. This amount mainly consists of
         costs incurred to exit certain commitments.

LIQUIDITY AND CAPITAL RESOURCES

         The Company is an emerging international telecommunications service
         provider executing a business plan that requires substantial capital.
         The Company currently has a working capital deficit and has operated at
         a loss since its inception. Funding of the working capital deficit,
         current and future operating losses, expansion of the Company's global
         network, and repayment of the Interim Loan facility will require
         substantial continuing capital investment.

         As of September 30, 1999 and December 31, 1998 the Company had a
         working capital deficit of $150.7 million and $103.8 million,
         respectively. The working capital deficit at September 30, 1999 is due
         to (i) the Interim Loan, (ii) the acquisition of additional switching
         and peripheral equipment and transatlantic capacity, the majority of
         which is being financed pursuant to capital leases and vendor
         financing, and (iii) the operating losses of the Company.

         Operations used $34.9 million during the nine months ended September
         30, 1999 due primarily to the (i) operating losses, and (ii) increased
         business development activity.

         Investing activities used $16.2 million during the nine months ended
         September 30, 1999. Investing activities during the nine-month period
         consisted entirely of capital spending.

         Financing activities provided $43.3 million during the nine months
         ended September 30, 1999. Financing activities during the nine months
         ended September 30, 1999 consisted primarily of proceeds from the
         issuance of 920,419 shares of the Series C convertible preferred stock
         in January 1999, the exercise of an option to purchase 283,206 shares
         of the Series C convertible preferred stock in July 1999, the issuance
         of 141,603 shares of the Series E convertible preferred stock in July
         1999, and the exercise of employee stock options, reduced by principal
         payments on capital leases and notes payable.

         To finance the EnerTel acquisition, the Company entered into a $120
         million Interim Loan facility with a consortium of lenders effective
         June 23, 1998, the terms of which also included the issuance of
         warrants. The Interim Loan, which originally matured on June 23, 1999
         and has been extended until November 18, 1999, includes certain
         negative and affirmative covenants and is secured by a lien on
         substantially all of the assets of the Company and certain of its
         subsidiaries and a pledge of the capital stock of certain of the
         Company's subsidiaries. In order to secure the extension until November
         18, 1999, the Company has agreed to pay the Lenders an amendment fee of
         $600,000 at the maturity date. The amendment fee has been recorded as
         interest expense in the accompanying financial statements. The Interim
         Loan bears interest at LIBOR (as defined in the credit agreement
         related to the Interim Loan) plus 6% per annum (13.5% at September 30,
         1999) increasing by 0.5% per annum at the end of each period of three
         consecutive months after June 23, 1998; provided, that such interest
         rate shall not exceed 16% per annum if paid in cash or 18% per annum if
         capitalized. As of September 30, 1999, the Interim Loan holders, in
         aggregate, have received warrants exercisable for 4,069,904 shares of
         Common Stock at a price per share of $0.01. In addition to the warrants
         which the Interim Loan holders had received as of September 30, 1999,
         such holders are entitled to receive additional warrants on the date
         the Interim Loan is repaid in full, so that all warrants issued to such
         holders represent 11% of the Company's fully-diluted outstanding Common
         Stock on the date of such repayment. As of September 30, 1999, the
         warrants were valued at an aggregate of approximately $29.1 million.
         The Company intends to apply a portion of the net proceeds to be
         realized from this sale to repay all existing debt, including the
         Interim Loan, trade credit and other liabilities. It is expected that
         the Company will consider a new strategic focus following this sale
         utilizing the remaining net proceeds.


         Funding of the Company's working capital deficit, current and future
         operating losses and any investment in additional telecommunication
         assets will require substantial continuing capital investment. The
         Company's strategy has been to fund these cash requirements through
         debt facilities and additional equity financing. The Company is also
         seeking to finance its cash requirements through the sale of some or
         all of




                                       16
<PAGE>   17
         its present operating assets. On November 11, 1999, the Company entered
         into a series of agreements for the purchase by Energis of 100% of
         WorldPort Communications Europe for an estimated aggregate
         value of $570 million. The Company owns 85% of the outstanding capital
         stock of WorldPort Communications Europe which is the parent of
         EnerTel. As part of the transaction, the Company is selling to Energis
         certain additional assets, including its switch operations in London
         and New York. It is expected that this sale will be consummated by the
         end or the first quarter of the Year 2000. Following the repayment of
         the Company's outstanding indebtedness (including the Interim Loan) and
         accounts payable, the assumption by Energis of certain contractual
         obligations of the Company and the payment of applicable taxes and
         transaction costs, the Company expects to receive between $200 to $215
         million of net cash proceeds from this sale. It is expected that the
         Company will consider a new strategic focus following this sale
         utilizing the remaining net proceeds.

         The Company's Interim Loan facility, which matures on November 18,
         1999, is secured by a lien on substantially all of the Company's assets
         and certain of its subsidiaries and a pledge of the capital stock of
         certain of the Company's subsidiaries. In the event that the Interim
         Loan is not repaid by its current maturity date (or any further
         extended maturity date, as the case may be), the Interim Loan holders
         have an agreement with the Company and certain of the Company's
         stockholders pursuant to which the Company and such stockholders will
         be obligated to support and use their respective best efforts to
         achieve any transaction or series of transactions involving the sale of
         all or any part of the Company or any subsidiary or any of their assets
         which is proposed by the Interim Loan holders.

         Although the Company has been able to arrange debt facilities or equity
         financing to date, there can be no assurance that sufficient debt or
         equity financing will continue to be available in the future or that it
         will be available on terms acceptable to the Company. Failure to
         complete the sale of EnerTel or failure to obtain sufficient capital
         will materially affect the Company's operations. As a result of the
         aforementioned factors and related uncertainties, there is substantial
         doubt about the Company's ability to continue as a going concern.

YEAR 2000 ISSUE

         The efficient operation of the Company's business is dependent in part
         on computer software programs and operating systems. These programs and
         systems are used in network trafficking, call origination and
         termination, pricing, sales, billing and financial reporting, as well
         as various administrative functions. Recognizing the importance and
         need for an integrated information systems solution, the Company has
         developed an implementation plan for upgrading its systems
         architecture. This plan also addresses the functionality of its systems
         beyond December 31, 1999 ("Year 2000 compliance"). Typically the
         Company's upgrades made for additional functionality also remedy any
         Year 2000 deficiencies in the related software.

         The Company does not anticipate additional material expenditures for
         Year 2000 compliance issues. As WorldPort is a relatively new company,
         commencing operations in late 1997, Year 2000 compliance has been a
         requirement in all system related procurement. In circumstances where
         acquired subsidiaries' systems are not compliant, remediation via
         upgrades or system change-out is on-going. The Company's new systems
         implementation is expected to be completed by December 15, 1999.
         Management believes that the Company's remaining information technology
         ("IT") systems and other non IT systems are currently Year 2000
         compliant or will be compliant by December 15, 1999 after applying
         vendor supplied upgrades to these systems. The cost of the upgrades are
         not considered to be material.

         The Company has obtained documentation from its suppliers, customers,
         financial institutions and others as to the status of their Year 2000
         compliance programs and the possibility of any interface difficulties
         relating to Year 2000 compliance that may affect the Company. While few
         significant concerns were identified, each has been addressed with a
         program of remediation. All programs are targeted for completion by
         December 15, 1999. However, Year 2000-related operating problems or
         expenses may arise in connection with the Company's computer systems
         and software or in connection with the Company's interface with the
         computer systems and software of its suppliers, customers, financial
         institutions and others. Because such third-party systems or software
         may not be Year 2000 compliant, the Company has developed contingency
         plans to address Year 2000 failures of the entities with which it
         interfaces. The Company could be required to incur unanticipated
         expenses to remedy any problems, which could have a material adverse
         effect on its business, results of operation and financial conditions.

         The Company's worst case scenario does not contemplate a major business
         disruption from internal systems. The Company believes that it has
         exercised reasonable diligence to assess whether external



                                       17
<PAGE>   18

         systems and interfaces are adequately prepared.

NEW ACCOUNTING PRONOUNCEMENTS

         In June 1998, the FASB issued Statement of Financial Accounting
         Standards No. 133, Accounting for Derivative Instruments and Hedging
         Activities, which is effective for fiscal years beginning after June
         15, 1999. In June 1999, the FASB issued Statement No. 137, Accounting
         for Derivative Instruments and Hedging Activities - Deferral of the
         Effective Date of FASB Statement No. 133, which amends Statement 133 to
         be effective for all fiscal quarters of all fiscal years beginning
         after June 15, 2000 (that is, January 1, 2001 for companies with
         calendar-year fiscal years). SFAS No. 133 establishes accounting and
         reporting standards for derivative instruments and transactions
         involving hedge accounting. The Company has not yet determined the
         impact this statement will have on its consolidated financial
         statements.



                           PART II. OTHER INFORMATION





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                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to its report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                 WORLDPORT COMMUNICATIONS, INC.




Date:  November 17, 1999         By:  /s/ John T. Hanson
                                     ------------------------------------
                                     John T. Hanson
                                     Chief Financial Officer












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