-----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, B4AEmaXK8dgUM6YY8Z7uMrZtXPLmSBjXbj5FfLgmdBClgKHomXRMd+Zw4fw0LL67 DsNjYZoBuf/PHsDBBa5zJQ== 0000891092-06-003476.txt : 20061109 0000891092-06-003476.hdr.sgml : 20061109 20061109141725 ACCESSION NUMBER: 0000891092-06-003476 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061108 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061109 DATE AS OF CHANGE: 20061109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOAMERICA INC CENTRAL INDEX KEY: 0001101268 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 223693371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29359 FILM NUMBER: 061201169 BUSINESS ADDRESS: STREET 1: C/O GOAMERICA, INC. STREET 2: 433 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 2019961717 MAIL ADDRESS: STREET 1: C/O GOAMERICA STREET 2: 401 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 8-K 1 e25550_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2006 GOAMERICA, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-29359 22-3693371 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 433 HACKENSACK AVENUE, HACKENSACK, NJ 07601 ------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (201) 996-1717 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. Results of Operations and Financial Condition. On November 8, 2006, GoAmerica, Inc. issued a press release relating to its earnings for the quarter ended September 30, 2006. A copy of the press release is attached hereto as Exhibit 99.1. ITEM 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release of GoAmerica, Inc., dated November 8, 2006. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GOAMERICA, INC. By: /s/ Daniel R. Luis ----------------------- Daniel R. Luis Chief Executive Officer Dated: November 9, 2006 Exhibit Index Exhibit 99.1 Press Release of GoAmerica, Inc. dated November 8, 2006 EX-99.1 2 e25550ex99_1.txt PRESS RELEASE Exhibit 99.1 [GoAmerica letterhead] CONTACT: Investor Relations GoAmerica Voice: 201-996-1717 investors@goamerica.com GOAMERICA(R) REPORTS IMPROVED Q3 RESULTS HACKENSACK, NJ, November 8, 2006 -- GoAmerica, Inc. (NASDAQ: GOAM), a leading provider of online and wireless relay services, today announced results for the third quarter ended September 30, 2006. Third quarter results and comparisons to prior periods are presented reflecting the Company's prepaid calling card division as a discontinued operation. This sale was completed on October 2, 2006. Total revenue for the three months ended September 30, 2006 increased by 93% to approximately $4.6 million, compared to total revenue in the previous quarter of approximately $2.4 million; and an increase of 259% compared to total revenue of approximately $1.3 million in the third quarter of 2005. Third quarter revenue growth resulted from a combination of two factors: continued growth in the Company's i711(R) relay and wireless divisions, and the Company's recent certification by the Federal Communications Commission (FCC), which enabled GoAmerica to fully recognize revenues associated with its relay services. Prior to becoming certified, GoAmerica recognized only a portion of the revenue it generated through its i711 relay service because it was submitting minutes for payment through its business partner, Nordia, Inc. Nordia, which is also a certified relay provider, would submit i711 relay service minutes to the Interstate Telecommunications Relay Service (TRS) Fund on GoAmerica's behalf. Under this arrangement, Nordia received the reimbursement and paid GoAmerica its share of the revenue. Net loss for the third quarter was approximately $522,000 or $0.22 per diluted common share, compared with a net loss of $366,000, or $0.16 per diluted common share in the previous quarter, and a net loss of approximately $1.0 million, or $0.48 per diluted common share during the third quarter of 2005. The third quarter net loss includes a $371,000 loss attributable to discontinued operations. The loss from continuing operations was $151,000 for the third quarter of 2006, compared to $285,000 for the previous quarter and $653,000 for the third quarter of 2005. Earnings before interest, taxes, depreciation and amortization (EBITDA) was a loss of $93,000 in the third quarter of 2006, compared with a loss of $197,000 in the prior quarter, and a loss of $441,000 in the third quarter of 2005. Included in the EBIDTA loss for the quarters ended September 30, 2006 and June 30, 2006 were $108,000 and $106,000 of non-cash employee compensation, respectively. As of September 30, 2006, GoAmerica had approximately $3.6 million in cash and cash equivalents, compared to $3.9 million as of June 30, 2006. "During 2006 our financial results have continued to improve and we are optimistic about further improvements associated with the release of new services slated for the fourth quarter and beyond," said Dan Luis, CEO of GoAmerica. GoAmerica filed its Quarterly Report on Form 10-Q for the period ended September 30, 2006 earlier today. GoAmerica also announced today that its annual stockholders meeting for the election of directors will be held on December 21, 2006 at 10:00 a.m. at 411 Hackensack Avenue, Hackensack, New Jersey. The close of business on November 10, 2006 has been established by GoAmerica as the record date for determination of GoAmerica stockholders entitled to receive notice of and vote at the GoAmerica annual stockholders meeting. A proxy statement, together with GoAmerica's Annual Report on Form 10-K, will be mailed to stockholders of record prior to the annual meeting. Summary of Recent Developments o Former Qualcomm Executive Joins Board of Directors - On September 12, 2006, GoAmerica announced that it appointed Jan Dehesh, a former executive at Qualcomm, to its Board of Directors. o Completes Sale of Prepaid Calling Card Business - On October 4, 2006, GoAmerica announced that it completed the sale of its prepaid calling card operations to Next Carrier Telecom, Inc, a New York based provider of telecommunications services. About GoAmerica GoAmerica provides a wide range of wireless and relay communications services, customized for people who are deaf, hard-of-hearing or speech impaired. The Company's vision is to improve the quality of life of its customers by being their premier provider of innovative communication services. For more information on the Company or its services, visit http://www.goamerica.com or contact GoAmerica directly at TTY 201-527-1520, voice 201-996-1717 or via Internet relay by visiting http://www.i711.com. Safe Harbor The statements contained in this news release that are not based on historical fact are "forward-looking statements" that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terminology such as "may", "will", "expect", "estimate", "anticipate", "continue", or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve risks and uncertainties, including, but not limited to those of GoAmerica including: (i) our limited operating history; (ii) our ability to respond to the rapid technological change of the wireless data industry and offer new services; (iii) our dependence on wireless carrier networks; (iv) our ability to respond to increased competition in the wireless data industry; (v) our ability to integrate acquired businesses and technologies; (vi) our ability to generate revenue growth; (vii) our ability to increase or maintain gross margins, profitability, liquidity and capital resources; and (viii) difficulties inherent in predicting the outcome of regulatory processes. Such risks and others are more fully described in the Risk Factors set forth in our filings with the Securities and Exchange Commission. Our actual results could differ materially from the results expressed in, or implied by, such forward-looking statements. GoAmerica is not obligated to update and does not undertake to update any of its forward looking statements made in this press release. Each reference in this news release to "GoAmerica", the "Company" or "We", or any variation thereof, is a reference to GoAmerica, Inc. and its subsidiaries. "GoAmerica", the "GoAmerica" logo, "i711", and the "i711.com" logo are registered trademarks of GoAmerica. "i711.com", "i711 Wireless", "ClickRelay", "Relay and Beyond", and "Clear Mobile" are trademarks and service marks of GoAmerica. Other names may be trademarks of their respective owners. GOAMERICA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) September 30, December 31, 2006 2005 ------------- ------------ (Unaudited) Assets Current assets: Cash and cash equivalents ................... $ 3,646 $ 4,804 Accounts receivable, net .................... 1,733 931 Merchandise inventories, net ................ 412 161 Prepaid expenses and other current assets ... 708 110 Assets of discontinued operations ........... 147 378 ------- ------- Total current assets ............................. 6,646 6,384 Other assets ..................................... 6,682 7,691 ------- ------- Total assets ..................................... $13,328 $14,075 ======= ======= Liabilities and stockholders' equity Current liabilities: Accounts payable ............................ $ 1,043 $ 765 Accrued expenses ............................ 1,103 554 Deferred revenue ............................ 89 66 Other current liabilities ................... 62 19 Liabilities of discontinued operations ...... 92 173 ------- ------- Total current liabilities ........................ 2,389 1,577 Other liabilities ................................ 86 -- Stockholders' equity ............................. 10,853 12,498 ------- ------- $13,328 $14,075 ======= ======= GOAMERICA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) (Unaudited)
Three Months Ended September 30, Nine Months Ended September 30, ---------------------------------------------------------------------- 2006 2005 2006 2005 ---------------------------------------------------------------------- Revenues: Subscriber ........................................ $ 328 $ 548 $ 934 $ 1,967 Relay services .................................... 3,497 329 5,325 774 Commissions ....................................... 559 255 2,045 549 Equipment ......................................... 165 120 266 297 Other ............................................. 2 15 5 127 ----------- ----------- ----------- ----------- 4,551 1,267 8,575 3,714 Costs and expenses: Cost of subscriber airtime ........................ 265 208 569 727 Cost of equipment revenue ......................... 178 138 380 382 Cost of network operations ........................ 27 35 81 152 Cost of relay services ............................ 2,342 -- 3,034 -- Sales and marketing ............................... 689 320 1,709 773 General and administrative ........................ 1,105 911 3,267 2,973 Research and development .......................... 38 96 271 255 Depreciation and amortization ..................... 104 119 374 375 Amortization of other intangibles ................. -- 122 -- 564 ----------- ----------- ----------- ----------- 4,748 1,949 9,685 6,201 ----------- ----------- ----------- ----------- Loss from operations ................................... (197) (682) (1,110) (2,487) Other income (expense): Terminated merger costs .......................... -- -- (431) -- Interest income (expense), net ................... 46 29 146 105 ----------- ----------- ----------- ----------- Total other income (expense), net ...................... 46 29 (285) 105 ----------- ----------- ----------- ----------- Loss from continuing operations ........................ (151) (653) (1,395) (2,382) Loss from discontinued operations ...................... (371) (341) (571) (655) ----------- ----------- ----------- ----------- Net loss ............................................... $ (522) $ (994) $ (1,966) $ (3,037) =========== =========== =========== =========== Loss per share-Basic and Diluted: Loss from continuing operations ................... $ (0.07) $ (0.32) $ (0.60) $ (1.14) Loss from discontinued operations ................. (0.15) (0.16) (0.24) (0.31) ----------- ----------- ----------- ----------- Basic and Diluted net loss per share ................... $ (0.22) $ (0.48) $ (0.84) $ (1.45) =========== =========== =========== =========== Weighted average shares used in computation of basic and diluted net loss per share ............... 2,338,451 2,093,451 2,338,451 2,093,445
GOAMERICA, INC. RECONCILIATION OF LOSS FROM CONTINUING OPERATIONS TO ADJUSTED EBITDA (In thousands) (Unaudited)
Three Months Ended September 30, Nine Months Ended September 30, ---------------------------------------------------------------------- 2006 2005 2006 2005 ---------------------------------------------------------------------- Loss from continuing operations ........................ (151) (653) (1,395) (2,382) Adjustments: Total other (income) expense, net ................. (46) (29) 285 (105) Depreciation and amortization ..................... 104 119 374 375 Amortization of other intangibles ................. -- 122 -- 564 ------- ------- ------- ------- Adjusted EBITDA ........................................ $ (93) $ (441) $ (736) $(1,548) ======= ======= ======= =======
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