-----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, QUVKUGiXsA4re74j2jDi1K2cr3cES5diJT8DyRaO7wRAqpx1xIzwOs4ioBo5PSNY W6VJ7msQrusHxF7AoCkKyw== 0001144204-04-006767.txt : 20040517 0001144204-04-006767.hdr.sgml : 20040517 20040517102553 ACCESSION NUMBER: 0001144204-04-006767 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040512 ITEM INFORMATION: FILED AS OF DATE: 20040517 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: 04810173 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 v03365.txt 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): May 12, 2004 GOAMERICA, INC. (Exact Name of Registrant as Specified in 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 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On May 12, 2004, the Company issued a press release regarding results for the three months ended March 31, 2004. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. This Current Report on Form 8-K and the press release attached hereto are being furnished by the Company inasmuch as they disclose historical information regarding the Company's results of operations for the three months ended March 31, 2004 and the Company's financial condition as of March 31, 2004. In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 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: May 14, 2004 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ---------- ------------ 99.1 Press Release of GoAmerica, Inc. dated May 12, 2004. EX-99 2 v03365_ex99.txt EXHIBIT 99.1 [GoAmerica letterhead ] CONTACTS: Investor Relations 201-996-1717 investors@goamerica.net GOAMERICA ANNOUNCES RESULTS FOR THE FIRST QUARTER OF 2004 * * * Significantly Improved Balance Sheet Positions Company For Expansion Into New Services Hackensack, NJ--May 12, 2004--GoAmerica, Inc. (NASDAQ: GOAM) today announced results for the first quarter ended March 31, 2004 and the completion of the Company's restructuring. Total revenue for the three months ended March 31, 2004 was approximately $1.9 million, compared to total revenue in the previous quarter of approximately $2.3 million and total revenue of approximately $3.1 million in the first quarter of 2003. As in past quarters, the sequential decrease in total revenue was due in part to declining use of the Company's historical Go.Web services and continuing efforts to improve the payment profile of its subscriber base by eliminating those subscribers with poor payment performance. The Company's balance sheet has been significantly enhanced due to relief from debt in excess of $2 million during the first quarter of 2004 while successfully completing a private placement equity financing of $14.5 million. As a result, the Company received approximately $12.7 million in net proceeds; approximately $1.2 million was used to pay certain creditors, professional expenses, registration and listing fees, with an additional $600,000 used to support a letter of credit with one of the Company's network providers for its wireless services. Overall, approximately $625,000 of the $2.4 million in cash used during the first quarter was directly attributable to ongoing operations. With its restructuring complete, the Company is focusing on building its portfolio of telecommunications relay services, such as the new wireless relay services recently announced with Sprint, and other value-added services. At the Company's first quarter Special Stockholder Meeting during which stockholders approved the $14.5 million financing, GoAmerica stockholders also authorized the Company's Board of Directors to effect a reverse stock split at one of five specified ratios by May 31, 2004 if necessary to maintain the Company's listing on the Nasdaq SmallCap Market. To that end, the Company also announced that its Board of Directors has approved the implementation of a one-for-10 reverse stock split, which is expected to be effective as of 5:00 p.m. on May 14, 2004. The Company's Common Stock is expected to begin trading on a split-adjusted basis when trading opens on May 17, 2004. Total cash equivalents, including restricted cash, on hand as of March 31, 2004 was $11.4 million, compared to $568,000 in the previous quarter and $2.8 million as of March 31, 2003. In addition, as of March 31, 2004, the Company had working capital of $11.2 million, compared to a working capital deficit of $2.7 million as of December 31, 2003 and a working capital deficit of $2.6 million as of March 31, 2003. During the first quarter, GoAmerica also took steps to reduce further the Company's cost structure by closing its New York and California network operations centers and moving those operations to a lower cost, third party provider. Additionally, as of April 30, 2004, the Company has successfully transferred and merged all of Wynd's California-based operations with GoAmerica's operations at the Company's headquarters location in New Jersey. Net loss for the first quarter was approximately $1.1 million, or $0.01 per basic and diluted common share, compared with a net loss of $1.4 million, or $0.03 per basic and diluted common share, during the previous quarter, and a net loss of approximately $3.0 million, or $0.05 per basic and diluted common share, during the first quarter of 2003. As a result of closing the balance of the financing in March 2004, the Company believes it has sufficient funds to execute its new business plan, which focuses on providing differentiated communication services to people with hearing loss. ABOUT GOAMERICA GoAmerica(R) is a leading provider of wireless telecommunications services for people with hearing loss. The Company's vision is to improve the quality of life for people who are deaf or hard of hearing by being their premier provider of innovative communication services. WyndTell(R)--a GoAmerica service--is the wireless service of choice for thousands of deaf consumers across the U. S., and was recognized for Excellence in Universal Design and Technology, by the California Governor's Committee for the Employment of Disabled Persons. For more information, visit www.goamerica.com or contact GoAmerica directly at TTY 201-527-1520, voice 201-996-1717. The statements contained in this news release (including our estimate regarding the availability and sufficiency of cash resources) that are not based on historical fact are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. 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 successfully manage our strategic alliance with EarthLink; (iii) our dependence on EarthLink to provide billing, customer and technical support to certain of our subscribers; (iv) our ability to respond to the rapid technological change of the wireless data industry and offer new services; (v) our dependence on wireless carrier networks; (vi) our ability to respond to increased competition in the wireless data industry; (vii) our ability to integrate acquired businesses and technologies; (viii) our ability to generate revenue growth; (ix) our ability to increase or maintain gross margins, profitability, liquidity and capital resources; and (x) our ability to manage our remaining operations; and (xi) 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. 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" and "WyndTell" are registered trademarks of GoAmerica. "Go.Web", "Go.Web Enterprise Server", "Mobile Office", and "OnPrem" are also trademarks or service marks of GoAmerica. Other names may be trademarks of their respective owners. - Tables to follow -
GOAMERICA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) MARCH 31, DECEMBER 31, 2004 2003 (Unaudited) ASSETS Current assets: Cash and cash equivalents.............................................. $ 10,816 $ 568 Accounts receivable, net............................................... 1,636 1,737 Other receivables..................................................... -- 534 Merchandise inventories................................................ 201 213 Prepaid expenses and other current assets.............................. 433 115 ------------- -------------- Total current assets........................................................ 13,086 3,167 Other assets................................................................ 8,656 9,798 ------------- -------------- Total assets................................................................ $ 21,742 $ 12,965 ============= ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable....................................................... $ 568 $ 1,472 Accrued expenses....................................................... 735 3,040 Bridge note payable, net............................................... -- 625 Deferred revenue....................................................... 523 673 Other current liabilities.............................................. 11 13 ------------- -------------- Total current liabilities................................................... 1,837 5,823 Stockholders' equity ....................................................... 19,905 7,142 ------------- -------------- $ 21,742 $ 12,965 ============= ==============
GOAMERICA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2004 2003 REVENUES: Subscriber..................................................... $ 1,866 $ 2,511 Equipment...................................................... 36 411 Other.......................................................... 46 181 -------------- -------------- 1,948 3,103 COSTS AND EXPENSES: Cost of subscriber airtime..................................... 868 737 Cost of network operations..................................... 293 712 Cost of equipment revenue...................................... 34 397 Sales and marketing............................................ 169 600 General and administrative..................................... 1,505 3,463 Research and development....................................... 191 515 Depreciation and amortization of fixed assets.................. 280 585 Amortization of other intangibles.............................. 252 229 -------------- -------------- 3,592 7,238 -------------- -------------- Loss from operations................................................ (1,644) (4,135) Other income (expense): Gain on sale of subscribers.................................... -- 1,180 Settlement gains, net.......................................... 1,621 -- Interest expense, net.......................................... (1,065) (12) --------------- --------------- Total other income.................................................. 556 1,168 -------------- -------------- Net loss............................................................ $ (1,088) $ (2,967) ============== ============== Basic net loss per share............................................ $ (0.01) $ (0.05) =============== =============== Diluted net loss per share.......................................... $ (0.01) $ (0.05) =============== =============== Weighted average shares used in computation of basic net loss per share......................................................... 79,693,307 54,069,736 Weighted average shares used in computation of diluted net loss per share......................................................... 79,693,307 54,069,736
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