-----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, Mo7t7E2oE5fR2na31ma4V1yQ9SsDgTFQTFJW8EERt3r7nXeBs5tdwazMpT5im+ds /gnDcKBsZz8AkfQ/kpY8sQ== 0000891092-07-003565.txt : 20070815 0000891092-07-003565.hdr.sgml : 20070815 20070814191428 ACCESSION NUMBER: 0000891092-07-003565 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070814 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070815 DATE AS OF CHANGE: 20070814 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: 071057628 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 e28291_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): August 14, 2007 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) |X| 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 August 14, 2007, GoAmerica, Inc. issued a press release relating to its earnings for the quarter ended June 30, 2007. 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 August 14, 2007. 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/ Wayne D. Smith ---------------------------------- Wayne D. Smith Executive Vice President, General Counsel and Secretary Dated: August 15, 2007 Exhibit Index Exhibit 99.1 Press Release of GoAmerica, Inc. dated August 15, 2007 EX-99.1 2 e28291ex99_1.txt PRESS RELEASE Exhibit 99.1 [GoAmerica letterhead] CONTACT: Investor Relations GoAmerica Voice: 201-996-1717 investors@goamerica.com GOAMERICA(R) REPORTS SECOND QUARTER 2007 RESULTS Integration Planning Underway in Anticipation of GoAmerica's Planned Acquisition of Verizon's Telecommunications Relay Services Division HACKENSACK, NJ, August 14, 2007 -- GoAmerica, Inc. (NASDAQ: GOAM), a provider of relay and wireless communications services for deaf, hard-of-hearing, and speech-impaired persons, today announced results for the second quarter ended June 30, 2007. Second 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 June 30, 2007 was approximately $4.3 million, which approximated total revenue in the previous quarter, and was an increase of 80.3% compared to total revenue of approximately $2.4 million in the second quarter of 2006. Net loss from continuing operations for the second quarter was approximately $786,000 or $0.36 per diluted common share, compared with a net loss from continuing operations of $765,000, or $0.35 per diluted common share, in the first quarter of 2007. The change in year over year revenue comparisons resulted from a combination of two factors: the Company's mid-2006 certification by the Federal Communications Commission (FCC), which enabled GoAmerica to recognize the full revenues associated with its relay services, and continued growth in the Company's i711(R) relay divisions. 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. Included in the loss from continuing operations for the quarters ended June 30, 2007 and March 31, 2007 were non-cash charges of $245,000 and $301,000 respectively, reflecting depreciation, amortization, and non-cash employee compensation charges for those periods. The first quarter net loss for 2007 also includes a $162,000 settlement loss related to the settlement of the Hands On litigation. The net loss from continuing operations in the second quarter of 2006 was $366,000, or $0.17 per diluted share, and included approximately $12,000 in terminated merger costs related to the termination of the merger with Hands On. As of June 30, 2007, GoAmerica had approximately $3.1 million in cash and cash equivalents, compared to $3.4 million as of March 31, 2007. "As stated in our first quarter release, we continue to take steps to accelerate the pace of our revenue growth, which includes broadening our distribution channels, expanding our product portfolio and strengthening the sales force. Additionally, we announced the Verizon TRS acquisition, which will significantly increase the scale of GoAmerica's relay businesses. Upon close of the transaction, we believe we will have a broader and more financially sound platform for growth," said Dan Luis, chief executive officer of GoAmerica. "Further, our recent expansion of i711 VRS for videophones provides an important access point for users and should continue to drive new revenue to our business." GoAmerica filed its Quarterly Report on Form 10-Q for the period ended June 30, 2007 earlier today. Summary of Recent Developments o Verizon Relay Asset Purchase. On August 2, 2007, the Company announced that it had entered a definitive agreement to purchase Verizon's telecommunications relay service (TRS) assets, accelerating GoAmerica's strategy to expand its presence in the relay market. Subject to regulatory and stockholder approval, the deal also stands to strengthen the Company's financial platform for growth. o New Financing and Financing Commitments. On August 2, 2007, in connection with the announced Verizon transaction, the Company entered into certain equity and debt funding arrangements with Clearlake Capital Group. Upon the signing of the asset purchase agreement with Verizon, Clearlake purchased 290,135 shares of a newly created GoAmerica Series A preferred stock at a price of $5.17 per share and agreed to purchase an additional 6,479,691 shares of Series A preferred stock at $5.17 per share, subject to certain conditions, upon consummation of the Verizon transaction. Additionally, Clearlake provided GoAmerica $1 million pursuant to a bridge loan commitment that may increase up to $3.5 million, and committed to $30 million of senior debt financing at the closing of the Verizon transaction. GoAmerica and Clearlake also agreed to a time-specific commitment for up to an additional $55 million for mutually agreed upon investments, acquisitions, or combinations approved by September 14, 2007. The details of the Verizon transaction and the new financing arrangements are contained in GoAmerica's Current Report on Form 8-K filed on August 7, 2007. o i711 VRS for Videophone. On June 27, 2007, the Company introduced i711 VRS for videophone users. This service enables users of D-Link(TM) i2eye or Sorenson Communications(TM) VP-100(TM)/VP-200(TM) videophones to add "i711.tv" to their Speed Dial or Contacts list. Once i711.tv has been added, users can begin placing videophone calls through the i711 VRS service. Visit www.i711.com/vp for more information. o Channel i (TM) Vlog. On June 19, 2007, the Company introduced Channel i, a weekly video blog ("vlog") featuring news and information for the deaf community presented in American Sign Language. Channel i is designed to increase traffic to i711.com as well as underscore the Company's commitment to the deaf community. Visit www.i711.com/vlogs for more information. 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 - including statements regarding the potential for growth in revenues, TRS services and other aspects of its business, projected revenues and market position - constitute "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: (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", and "Channel i" are trademarks and service marks of GoAmerica. Other names may be trademarks of their respective owners. IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT: In connection with the proposed acquisition of the assets of Verizon's TRS Division and the proposed equity financings referred to herein, GoAmerica will file a proxy statement with the Securities and Exchange Commission (the "SEC"). INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES TO THE PROPOSED TRANSACTIONS. Investors and stockholders may obtain a free copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at www.sec.gov. GoAmerica's stockholders and other interested parties will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail to the Company at 433 Hackensack Avenue, Hackensack, New Jersey 07601, or by telephone to (201) 996-1717. GoAmerica and its directors and officers may be deemed to be participants in the solicitation of proxies from GoAmerica's stockholders with respect to the proposed transactions. Information about GoAmerica's directors and officers and their ownership of GoAmerica common stock is set forth in the GoAmerica proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and will be set forth in the proxy statement relating to the proposed transactions when it becomes available. GOAMERICA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
June 30, December 31, 2007 2006 ----------------------------------- (Unaudited) Assets Current assets: Cash and cash equivalents ..................................................... $ 3,053 $ 3,870 Accounts receivable, net ...................................................... 1,829 1,891 Other receivables, net ........................................................ 20 48 Merchandise inventories, net .................................................. 196 329 Prepaid expenses and other current assets ..................................... 209 185 ------- ------- Total current assets ............................................................... 5,307 6,323 Other assets ....................................................................... 7,942 7,556 ------- ------- Total assets ....................................................................... $13,249 $13,879 ======= ======= Liabilities and stockholders' equity Current liabilities: Accounts payable .............................................................. $ 421 $ 559 Accrued expenses .............................................................. 2,668 1,982 Deferred revenue .............................................................. 102 100 Other current liabilities ..................................................... 83 65 ------- ------- Total current liabilities .......................................................... 3,274 2,706 Other liabilities .................................................................. 82 112 Stockholders' equity ............................................................... 9,893 11,061 ------- ------- $13,249 $13,879 ======= =======
GOAMERICA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) (Unaudited)
Three Months Ended June 30, Six Months Ended June 30, -------------------------------------------------------------------- 2007 2006 2007 2006 -------------------------------------------------------------------- Revenues: Relay services .................................... $ 3,834 $ 1,361 $ 7,494 $ 1,828 Subscriber ........................................ 284 316 600 606 Commissions ....................................... 74 659 261 1,486 Equipment ......................................... 111 51 217 101 Other ............................................. 2 1 40 3 ----------- ----------- ----------- ----------- 4,305 2,388 8,612 4,024 Costs and expenses: Cost of relay services ............................ 2,670 647 5,075 692 Cost of subscriber airtime ........................ 257 166 567 305 Cost of equipment revenue ......................... 190 122 324 202 Cost of network operations ........................ 29 19 58 46 Sales and marketing ............................... 479 479 1,003 1,021 General and administrative ........................ 1,257 1,057 2,613 2,168 Research and development .......................... 143 100 257 233 Depreciation and amortization ..................... 90 126 163 270 ----------- ----------- ----------- ----------- 5,115 2,716 10,060 4,937 ----------- ----------- ----------- ----------- Loss from operations ................................... (810) (328) (1,448) (913) Other income (expense): Settlement losses ................................ -- -- (162) -- Terminated merger costs .......................... -- (12) -- (431) Interest income (expense), net ................... 24 55 59 100 ----------- ----------- ----------- ----------- Total other income (expense), net ...................... 24 43 (103) (331) ----------- ----------- ----------- ----------- Loss from continuing operations ........................ (786) (285) (1,551) (1,244) Loss from discontinued operations ...................... -- (81) -- (200) ----------- ----------- ----------- ----------- Net loss ............................................... $ (786) $ (366) $ (1,551) $ (1,444) =========== =========== =========== =========== Loss per share-Basic and Diluted: Loss from continuing operations ................... $ (0.36) $ (0.13) $ (0.70) $ (0.59) Loss from discontinued operations ................. -- (0.04) -- (0.10) ----------- ----------- ----------- ----------- Basic and Diluted net loss per share ................... $ (0.36) $ (0.17) $ (0.70) $ (0.69) =========== =========== =========== =========== Weighted average shares used in computation of basic and diluted net loss per share ............... 2,204,097 2,093,451 2,203,793 2,093,451
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