Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2001
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 0-29359
GOAMERICA, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3693371
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
433 Hackensack Avenue, Hackensack, New Jersey 07601
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 996-1717
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
None
- -------------------------------- -----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class)
- --------------------------------------------------------------------------------
(Title of Class)
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:
-----------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
State the aggregate market value of the voting common stock held by
non-affiliates of the registrant: $61,989,564 at March 22, 2002 based on the
last sales price on that date.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of March 22, 2002:
Class Number of Shares
----- ----------------
Common Stock, $0.01 par value 53,740,587
The following documents are incorporated by reference into the Annual
Report on Form 10-K: Portions of the registrant's definitive Proxy Statement for
its 2002 Annual Meeting of Stockholders are incorporated by reference into Part
III of this Report.
TABLE OF CONTENTS
Item Page
---- ----
PART I 1. Business............................................................ 2
2. Properties.......................................................... 20
3. Legal Proceedings................................................... 20
4. Submission of Matters to a Vote of Security Holders................. 20
PART II 5. Market for our Common Equity, Related Stockholder
Matters and Use of Proceeds....................................... 21
6. Selected Consolidated Financial Data................................ 23
7. Management's Discussion and Analysis of Financial Condition and
Condition and Results of Operations .............................. 25
7A. Quantitative and Qualitative Disclosures About Market Risk.......... 34
8. Financial Statements and Supplementary Data......................... 34
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............................... 34
PART III 10. Directors and Executive Officers ................................... 35
11. Executive Compensation.............................................. 35
12. Security Ownership of Certain Beneficial Owners and Management...... 35
13. Certain Relationships and Related Transactions...................... 35
PART IV 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.......................................................... 35
SIGNATURES......................................................................... 36
EXHIBIT INDEX ..................................................................... 37
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE........ F-1
FORWARD-LOOKING STATEMENTS
The statements contained in this Annual Report on Form 10-K that are
not historical facts are forward-looking statements (within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended) that involve
risks and uncertainties. Such forward-looking statements may be identified by,
among other things, the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should" or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. These forward-looking statements,
such as statements regarding anticipated future revenues, capital expenditures,
subscriber base, profit margins and other statements regarding matters that are
not historical facts, involve predictions with risks and uncertainties.
Potential risks and uncertainties that could affect our future operating results
include, but are not limited to: (i) our ability to increase and maintain our
subscriber base; (ii) uncertainties relating to the future demand for services
in the emerging wireless data services market; and (iii) our ability to
successfully grow our infrastructure, manage expanded operations, integrate
acquired businesses, achieve profitability, increase or maintain gross margins,
liquidity and capital resources, increase enterprise sales, leverage our
strategic alliances to generate revenue and offer new services. Such risks and
others are more fully described in Risk Factors included elsewhere in this
Annual Report. Our actual results may differ materially from the results
expressed in, or implied by, such forward-looking statements. Each reference
herein to "GoAmerica," the "Company" or "We," or any variation thereof, is a
reference to GoAmerica, Inc. and its subsidiaries.
PART I
Item 1. Business.
General
We are a wireless data and Internet solutions provider addressing the
productivity and communications needs of business customers. Utilizing our
proprietary Go.Web(TM) technology, our solutions enable corporations to improve
the productivity of their workers by enabling secure wireless access to
corporate data on many wireless computing devices and over many wireless data
networks. Our revenues are primarily derived from the sale of our basic and
value-added wireless services, which our customers typically pay for on a
monthly recurring basis. We derive additional revenue from the sales of wireless
communications devices. Additionally, we intend to generate licensing fees from
sales of a new software product that we launched in December 2001, which is
installed behind an enterprise's network security system, commonly know as the
firewall.
Recognized for our acumen in developing productivity solutions, we
continue to expand our technology capabilities. Elements of our technology suite
include:
Go.Web - Our proprietary Go.Web technology serves as the foundation of
our services offering. Hosted in our Wireless Internet Connectivity Center,
Go.Web is a wireless enabling technology that reformats, compresses, and
encrypts data automatically and on a near immediate basis for delivery over many
wireless data networks to many wireless data devices. Go.Web is also the brand
name for our basic wireless data service. Subscribers to our Go.Web service have
the ability to wirelessly access most Web-based or Internet content including
corporate intranets, business applications and corporate email.
Wireless Internet Connectivity Center - This facility, which serves as
GoAmerica's network operations center, maintains connections into most major
wireless data networks in North America. Built using industry standard
technologies, and capable of scaling to support up to one million subscribers,
this facility was designed to meet the security and flexibility needs of major
corporate enterprises.
Mobile Office(R) - Mobile Office is a suite of value-added wireless
products and services that are designed to replicate desktop functionality from
a mobile computing device. Mobile Office, which utilizes our Go.Web technology
enables our subscribers to not only wirelessly access critical information, but
to actually work with such data in a mobile environment. Value-added features of
Mobile Office include the ability to open and edit email attachments; remotely
access and manage documents; send instant messages or pages; centrally manage
email, voicemail and faxes; and queue requests to access or send information
when a device is outside of a wireless service area.
2
Go.Web OnPrem(SM) - In addition to the hosted version of Go.Web,
enterprise customers can choose to have Go.Web installed in the form of an
OnPrem server that resides behind their corporate firewall. Go.Web OnPrem offers
our customers all the same capabilities as the hosted version of Go.Web, but
with the added security of a behind the firewall deployment.
In order to provide our subscribers with extensive wireless access, we
have established strategic relationships with leading wireless network carriers,
such as AT&T Wireless, Cingular Interactive, Motient, Rogers AT&T Wireless in
Canada, Verizon Wireless and VoiceStream. Our subscribers are able to use our
wireless data and Internet services with their choice of a wide variety of
leading mobile devices, including Palm operating system-based computing devices;
Research In Motion's, or RIM's, BlackBerry and interactive devices; laptop
computers, Microsoft Windows CE-based computers; Pocket PC-based personal
digital assistants and wireless application protocol-enabled, or WAP-enabled,
smart phones. We also have engineered our wireless data and Internet services to
operate with new versions of many wireless devices.
Our principal office is located at 433 Hackensack Avenue, Hackensack,
New Jersey 07601, and our telephone number is (201) 996-1717. Our web site is
located at www.goamerica.net. We have not incorporated by reference into this
Form 10-K the information on our web site, and you should not consider it to be
a part of this document. Our web site address is included in this document as an
inactive textual reference only.
The GoAmerica name and logo and the names of products and services
offered by GoAmerica are trademarks, registered trademarks, service marks or
registered service marks of GoAmerica.
Corporate History
GoAmerica Communications Corp. was incorporated in Delaware in 1996.
In December 1999, GoAmerica, Inc. was incorporated in Delaware and each of the
security holders of GoAmerica Communications Corp. exchanged all of their
outstanding securities for newly issued securities of GoAmerica, Inc. with
equivalent rights and preferences. As a result, GoAmerica Communications Corp.
became a wholly-owned subsidiary of GoAmerica, Inc. GoAmerica, Inc.
consummated its initial public offering of its common stock in April 2000.
On June 28, 2000, we acquired Wynd Communications Corporation, a
California corporation, or Wynd. Wynd is a leading provider of wireless
telecommunications services for people who are deaf or hard of hearing, a line
of business that we have continued. In the acquisition, the former stockholders
of Wynd received an aggregate of 3,964,975 shares of our common stock in
exchange for all outstanding shares of Wynd capital stock. Such aggregate amount
equaled seven percent (7%) of the total fully-diluted issued and outstanding
shares of our common stock on the date of issue.
On August 31, 2000, we acquired Hotpaper.com, Inc., a Delaware
corporation, or Hotpaper. Hotpaper provided Web-based document automation
software, infrastructure and content, which was utilized as the basis for
developing our Mobile Office suite of services. Pursuant to the terms of the
acquisition, the former stockholders of Hotpaper received an aggregate of
1,006,111 shares of our common stock in exchange for a portion of the
outstanding shares of Hotpaper capital stock. In addition, one stockholder of
Hotpaper received a cash payment of $750,000 in exchange for a portion of his
shares of Hotpaper capital stock.
On November 7, 2000, we acquired substantially all the assets of Flash
Creative Management, Inc., a New Jersey corporation, or Flash. Flash provided
consulting services to business customers in the areas of business improvement,
strategy and redesign and in software development and integration, a line of
business we have continued in part. In consideration for the assets purchased,
we (i) paid an aggregate purchase price of $6,000,000 cash, (ii) issued 466,302
shares of restricted common stock and (iii) assumed certain liabilities of
Flash.
On November 13, 2001, we acquired OutBack Resource Group, Inc., a
California corporation, or OutBack. OutBack is a software development company
specializing in wireless and network management and technologies. Pursuant to
the terms of the acquisition, the former stockholders of OutBack received
3
an aggregate of 134,996 shares of our common stock and warrants to purchase, at
an exercise price of $3.00 per share, an additional aggregate of 67,500 shares
of our common stock in exchange for all outstanding shares of OutBack capital
stock.
Our Business
Businesses today face a daunting and complex array of choices when
contemplating strategies for using wireless technologies to improve individual
productivity. Our experience in the wireless data industry, combined with our
technology, enables us to design sophisticated solutions for our customers.
Elements of our value proposition for customers include:
We Maximize Customer Flexibility by Offering Choices. In order to
successfully deploy wireless data solutions for enterprise customers we must
take a flexible approach. By design, our solutions are highly versatile and can
be easily customized for the particular needs of a given customer. Specifically,
we offer customers:
Wireless Network Flexibility - Despite the many wireless network
advances, North America continues to be a region of disparate systems, each
having its own communications protocol, coverage patterns and unique features.
GoAmerica offers our customers one of the most full-featured network services in
the country. We make this available through our relationships with many of the
traditional leading wireless wide area network, or WAN, operators, including
AT&T Wireless, Cingular Interactive, Motient, Rogers AT&T Wireless in Canada,
Verizon Wireless and VoiceStream. These network carriers operate on a variety of
different network technologies, such as Cellular Digital Packet Data, or CDPD,
Mobitex, DataTAC, General Packet Radio Services, or GPRS, and Code Division
Multiple Access, or CDMA, which allow us to offer our services through a broad
range of wireless devices. These relationships enable us to continually enhance
our existing solutions on behalf of our enterprise customers. As such, we have
recently announced agreements with some of these network operators to offer next
generation, or 2.5G, services to our customers as these services become
available. Our airtime agreements with wireless carriers permit us to offer a
range of rates plans that meet the needs of our customers.
We have also expanded our network portfolio to include the emerging
802.11, or Wi-Fi, local area network, or LAN, wireless technology, expecting to
be one of the first companies in the United States to offer enterprise customers
a unified wireless LAN/WAN solution. Wi-Fi is a wireless technology that enables
high-speed access within a 300-foot radius of the network base. Currently, Wi-Fi
delivers speeds up to 11 megabytes per second and has quickly gained popularity
in heavily trafficked areas, known as "hot spots," such as airports, hotels,
conference centers and coffee shops, where businesspeople often stop to connect
to the office.
Device Choices - Advances in hardware and software technology have
contributed to an expanding variety of mobile computing devices. Due to this
diversity of hardware options, companies are faced with the new challenge of
procuring and supporting multiple devices. We help enterprises streamline these
processes by advising on the appropriate equipment that meets a company's needs
as well as actually procuring the devices for the enterprise, activating them on
wireless networks and offering solutions for managing the devices once they are
in operation.
We currently offer our services through a wide variety of wireless
access devices including Palm OS-based computing devices, RIM's BlackBerry and
interactive devices, laptop computers, Windows CE-based computers, Pocket
PC-based personal digital assistants and WAP-enabled smart phones. We are able
to provide service through these devices because we support a range of wireless
networks and utilize our own and third-party device software. This capability
enables us to offer service through devices that we believe will achieve
significant market acceptance and penetration.
Choice of System Accessibility - Whether a customer wants access to
their corporate email system, enterprise resource planning, or ERP, system,
customer relationship management, or CRM, system, field sales system, or just
about any other information that resides on their internal network, we can fill
the need for this access, and do so securely. We achieve this level of access
through our network operations center, which serves as a secure link between our
network alliance partners and the customer's enterprise
4
systems. By using our own and third-party software, we compress and encrypt data
content from broadband sources to enable faster and more cost-effective data
delivery over wireless networks. We support various wireless protocols, such as
wireless application protocol, or WAP, wireless markup language, or WML,
handheld delimited markup language, or HDML, hypertext markup language, or HTML,
secure socket layer, or SSL, and Java. Our network operations center is also
scalable and redundant, enabling us to move quickly to meet the demands of
increased data traffic and expanding wireless network capabilities.
We are a Single Point of Contact. - We are a services company with
arrangements for extensive customer support capabilities in order to serve as a
single source vendor of wireless data products and services to our customers.
These capabilities include:
One Invoice - In January 2002, we completed installation of a new,
customized billing platform. This system enables us to offer our customers
customized bills that are tailored to reflect the unique aspects of their
GoAmerica solution. Regardless of how many wireless networks are used in any
given solution, our infrastructure enables the company to provide its customers
with a customized billing invoice detailing usage on a per user basis. This
unified invoice for all types of wireless data services greatly simplifies the
accounting process for our customers. Additionally, we leverage this billing
system to offer customized billing services to our alliance partners such as
Compaq, IBM and Sony. These alliance partners utilize our flexible billing
capabilities to create and offer GoAmerica enabled wireless data solutions
directly to their customers.
One Phone Call - Our support systems are designed to cater to the needs
of our clients, including a single point of contact for problem resolution
regardless of whether the problem is related to software, wireless data services
or devices. We rely on a third party customer service provider to provide
certain customer service functions on our behalf.
We Team With Leaders in Enterprise Services. Corporate wireless data
deployments are typically part of larger corporate technology initiatives. In
order to provide our customers with a high caliber of service, we supplement our
core wireless networking expertise with the expertise of leading enterprise
services and technology companies. For customers who require long-term
professional services agreements, we typically recommend one of several leading
global systems integrators, such as IBM, with whom we have entered into a
strategic relationship. In turn, these professional service firms typically
refer to us their customers who are seeking a wireless data solution. These
strategic relationships ensure an optimal customer experience while creating new
revenue opportunities for us and our alliance partners.
The GoAmerica Strategy
Our primary mission is to deliver world-class wireless data solutions
to enterprise customers. We seek to distinguish our offerings with value-added
services in order to deepen penetration among our installed base and expand the
breadth of our overall subscriber base. Our strategy includes the following key
elements:
Organic Growth Through Strategic Distribution Alliances. Our growth
strategy relies on both direct and indirect methods of distribution, however, we
are able to achieve the greatest leverage through our vast array of indirect
distribution alliance partners:
Original Equipment Manufacturers, or OEMs - We currently sell our
products and services through leading OEMs such as Compaq, Dell, Fujitsu,
Hewlett-Packard, Research In Motion, Sony and ViewSonic. These companies either
sell our wireless services on an individual basis or bundle them with sales of
their own hardware products.
Independent Software Vendors, or ISVs - We have agreements with several
leading ISVs including Lotus, Microsoft, SAP and Siebel Systems to offer our
services in conjunction with their wireless applications.
Global Systems Integrators, or GSIs - We have strategic relationships
with leading GSIs to integrate and offer our wireless products and services with
their technology offerings to enterprise customers. Our most notable
relationship is with IBM. In December of 2001, we entered into an extensive
relationship with IBM to jointly offer wireless data products and solutions to
enterprise customers.
5
Mobile Virtual Network Operators, or MVNO - We have agreements with
companies such as Casio, Compaq, Rogers AT&T Wireless and Sony to offer private
labeled or co-labeled wireless data services. Under this model, we provide
wireless enabling technology, network connectivity and support services to these
companies who market the wireless service to their own customers.
Wireless Network Operators - Several leading wireless network operators
including Motient and Rogers AT&T Wireless in Canada offer our services through
their sales channels.
We prioritize our sales and marketing resources around account
penetration strategies in association with our strategic distribution alliances.
The outcome of this strategy is a desired reduction in cost per gross addition,
or CPGA, our cost to acquire a new subscriber.
Acquisitive Growth and Differentiation Through Targeted Transactions.
We intend to pursue additional acquisitions that we believe will allow us to
quickly increase the scale and scope of our resources. In particular, we expect
to seek acquisitions that will expand our technology or engineering force,
enable us to enter new markets or industry sectors, expand our customer base, or
provide new services. For example, in early 2002, we purchased the reachNET
subscriber base from TeleCommunication Systems, Inc.
Provide Superior Customer Service and Technical Support. Wireless
Internet access is an evolving and growing communications process. Consequently,
subscribers may face a number of potential problems. We believe that even
sophisticated subscribers periodically have questions or encounter problems as
applications adapted to, or designed for, wireless data proliferate.
Consequently, we focus on providing high levels of customer service and
technical support in an effort to achieve maximum levels of customer
satisfaction. We rely on a third party customer service provider to provide
certain customer service functions on our behalf. Additionally, for our
enterprise customers, we offer dedicated technical and customer support
representatives. We believe that superior customer service will help us minimize
subscriber deactivations and promote customer referrals.
Customers
We sell and market to enterprise and individual customers. Our
subscriber base has grown from 47,632 at December 31, 2000 to 140,927
subscribers at December 31, 2001. We generally target our enterprise marketing
and selling efforts toward decision-makers within businesses with large numbers
of mobile professionals. These customers often have a wireless strategy and need
assistance with the implementation and maintenance of such strategy. Mobile
professionals typically have computer and Internet access, use a cellular phone
or pager, and have a strong professional or personal need to stay in touch with
Web-based information.
Sales and Marketing
Sales
We currently sell our services and solutions through two primary
channels of distribution; direct and indirect. As of March 22, 2002 we had 34
employees working in our sales department.
Direct Distribution. Direct distribution methods consist of those
channels in which our personnel take the order directly from the customers.
Within direct distribution, we capture new business through several methods such
as:
Direct Sales Representatives - Our direct sales professionals focus
primarily on mid-sized to large corporate customers who are seeking to deploy
wireless data solutions for the associated gains in productivity.
Telesales Representatives - Our telesales professionals respond to
queries generated as a result of Web site visits and our marketing efforts which
usually list our toll-free sales telephone number.
Indirect Distribution. Indirect distribution methods consist of those
channels where our distribution alliance partners take the order directly from
the customers. With indirect distribution, we capture new business through
several methods such as:
6
Strategic Sales and Marketing Alliances - GoAmerica has created
strategic alliances that enable us to distribute our products and services
through the sales channels of several leading enterprise services and technology
companies including original equipment manufacturers (OEMs), wireless network
operators, independent software vendors and global systems integrators. These
relationships typically include co-marketing agreements and frequently
incorporate these companies into our GoAmerica Alliance Program as value-added
resellers and dealers.
Value-Added Resellers and Dealers - Through our GoAmerica Alliance
Program, we provide discounts and commissions to value-added resellers and
dealers. Our channel manager professionals supervise a four-tiered program that
includes resellers, master dealers, dealers and agents.
Resellers buy GoAmerica service at a wholesale price and sell it at a
retail price. Resellers are not paid a commission. Resellers are responsible for
selling the GoAmerica service and mobile devices, and billing and supporting the
customer. We are responsible for billing the reseller. For example, we have a
reselling relationship with Motient pursuant to which Motient resells our Go.Web
service as a part of Motient's suite of services to its customers through its
distribution channels.
Master dealers sell GoAmerica service through a network of other
dealers and are paid a higher commission than dealers but are assigned a quota.
Master dealers are responsible for selling the GoAmerica service, training their
dealer network, providing the mobile devices, and supporting the subscriber.
Under such arrangements, we are responsible for billing the subscriber. Our
dealers and agents sell the GoAmerica service through their own sales efforts,
and are not assigned a quota. Dealers are paid a smaller commission than a
master dealer. Dealers are responsible for selling the GoAmerica service and
providing the mobile devices. We bill and support the subscribers provided by
our dealers. Agents are paid a smaller commission than dealers because they are
only responsible for selling the GoAmerica service. We sell and provide the
mobile devices and bill and support the subscribers provided by our agents.
Marketing
We market and advertise in order to create sales opportunities. Our
efforts have been and will continue to be targeted in market segments and
geographic markets where we believe there is opportunity for substantial
subscriber penetration. We believe that high concentrations of potential
subscribers reduce our subscriber acquisition costs. As of March 22, 2002, we
had 22 employees working in our marketing department.
We have also developed joint marketing relationships with several
manufacturers of wireless devices which we believe will benefit from being able
to market our value-added services. For example, we have a preferred service
provider agreement with Novatel Wireless, a leading supplier of wireless modems,
and a reseller and joint marketing agreement with Sierra Wireless, the
manufacturer of the AirCard series of wireless PC Cards. Additionally, we have a
strategic alliance with RIM pursuant to which Go.Web is included as a
value-added service in various RIM devices sold in North America.
Technology and Operations
Service Infrastructure
Wireless Internet Connectivity Center. In order to provide our
subscribers with reliable service, we operate a 7,000 square foot network
operations center in New York City. This facility is our primary Wireless
Internet Connectivity Center. This state-of-the-art facility was built to
provide high performance, reliable and secure wireless access to mission
critical data. This Wireless Internet Connectivity Center utilizes the EMC
Celerra Enterprise Storage system to provide our services with a dedicated
network file server, offering industry-leading scalability, availability and
reliability.
This Wireless Internet Connectivity Center is connected to multiple
Tier-1 Internet backbone providers such as UUNET/MCI WorldCom, Sprint, and AT&T
via redundant high-capacity, high-speed leased T-1 telecommunications lines as
well as fixed location frame-relay circuits. These circuits connect to our
customers' data sources and to the wireless data networks we use. Our Wireless
Internet
7
Connectivity Center is supported by a switched fiber optic backbone provided by
Cisco Systems. The center is equipped with proven, industry standard equipment,
including Cisco and Paradyne networking equipment, Sun Sparc Enterprise UNIX
servers, high-end clustered Compaq servers, Network Appliance NFS Servers and
Clarion Raid Arrays. We believe our Wireless Internet Connectivity Center is
capable of meeting the capacity demands and security standards for services we
developed or are developing for our customers. Our technical staff monitor
network traffic, service quality, and security 24 hours a day, seven days a
week. We intend to continue to maintain our improved network monitoring software
and hardware systems. Our original data center in Hackensack, New Jersey now
functions as a backup facility, providing redundant infrastructure and network
connectivity.
Wireless Networks. Through our relationships with third-party
provider-owned wireless networks, our subscribers are able to wirelessly access
the Internet in most major metropolitan areas in the continental United States
via a local wireless network. We offer services over or purchase access to
wireless networks through services agreements with a variety of carriers
including AT&T Wireless, Cingular Interactive, Motient, Verizon Wireless and
VoiceStream. Using a combination of third-party wireless network providers
enables us to provide wireless Internet access and services in most major
markets while managing the timing and magnitude of our capital expenditures. We
employ a strategy of using different third-party network providers in locations
where it is most economical to do so. We periodically reevaluate the economics
of this strategy and, if warranted, move subscribers to different networks.
In addition to our direct relationships with various wireless carriers,
we also purchase access to wireless networks in the United States and Canada
through RIM as part of the RIM Blackberry Wireless Email Solution, a "bundle" of
products and services that also includes RIM handheld devices and proprietary
software.
Our Software Technology
We have developed a proprietary services platform, Go.Web, that we
believe is a competitive advantage because it enables our subscribers to access
and personalize data from many leading wireless device. Go.Web also allows
qualified developers to introduce standard Web-based applications for many
wireless device or network. As a result of our Go.Web development efforts, our
engineering staff has acquired substantial wireless and Web formatting
expertise, which will enable us to develop solutions quickly as new wireless
devices are introduced. In addition, our proprietary compression technology and
enhanced wireless transport protocol included in our software provide bandwidth
efficiency and maximize data transmission speeds. We also have employed industry
standard SSL, or secure sockets layer, and use Certicom's cryptography within
the Go.Web infrastructure.
During 2001, we updated Go.Web with version 6.2. New features and
functionality of Go.Web 6.2 include:
o WML support - Go.Web 6.2 provides a single interface for users to
access more Web sites, offering full support of WML, along with its
existing support of HTML;
o Push Alerts - WAP Push 1.2 compliant alerts can be received.
Developers are able to set up applications that send alerts to users
informing them of a change in schedule, a new appointment or detailed
customer contact information;
o Go.Web Queue-Manager - Go.Web Queue-Manager enables applications to
be used even when the users find themselves outside of a coverage
area. Queue-Manager will queue http requests and submit them when the
user is back in coverage;
o Open e-mail URL - Links sent in e-mail messages can be opened via the
Go.Web Browser;
o Enhanced Navigation - Users are able to easily open URLs via the
Go.Web pull down menu. This feature, coupled with a new history
function, offers enhanced Web navigation.
During 2001, we also launched Go.Web OnPrem, a behind the firewall
version of Go.Web. With Go.Web OnPrem, enterprise customers can enjoy all the
same features and functionality of Go.Web with the additional security of a
behind the firewall server.
8
During 2001, we launched our Mobile Office product suite. Utilizing our
Go.Web technology, Mobile Office enables users to securely access:
o Business applications such as customer relationship management or
CRM, enterprise resource planning or ERP, sales force automation or
SFA and financial services;
o Groupware and email (including attachments) such as Microsoft, Lotus,
Novell, POP and IMAP;
o Document libraries, and provides the ability to forward files via
email or fax instantly;
o Intranet databases and documents;
o Unified messaging application (voice and email notification, fax
mailbox, paging services);
o Instant messaging application for fast group collaboration; and
o Pertinent Internet data - travel (flight status, directions), news,
weather, business information, most web sites.
Licensed Software Technology
Cingular Interactive. The Cingular Interactive Paging Service, or IPS,
is based on server software that we have licensed. We are one of a limited
number of companies that have deployed an IPS gateway. This service provides
two-way messaging on devices such as the RIM interactive devices.
Customer Service, Billing and Fulfillment
We provide customer service and billing at our customer service center.
We rely on a third party customer service provider to provide certain customer
service functions on our behalf. Our customer service program provides our
subscribers with the ability to contact us via a toll free telephone number, the
Web, or email. Through our goamerica.net Web site, subscribers can access
answers to Frequently Asked Questions and information about our services 24
hours a day, seven days a week. Through our Web site and customer service
representatives, we verify that a potential subscriber will have wireless
network coverage where such customer plans to use the service.
For product fulfillment, we maintain a limited inventory of mobile
devices and wireless modems at our headquarters which we buy from third-party
manufacturers and resellers and use to fill rush orders. The majority of our
fulfillment is completed by a third party vendor. We work closely with people on
site at the third party vendor to load and configure custom software on mobile
devices, activate wireless modems and perform quality assurance checks. Devices
are then packed, shipped and tracked until the subscriber receives the product.
For customers who already own a mobile device, we provide only the wireless
modem and software application. Our subscribers are able to deal directly with
us for all repair, replacement and warranty issues for devices we provide to
them. Generally defective devices are returned to the manufacturer for
replacement or credit.
As of March 22, 2002, we had 49 customer service and technical support
representatives who handle inquiries about our services, device features and
wireless communications. Our customer service and technical support personnel
are available 24 hours a day, seven days a week. We also expanded our e-commerce
Web site capabilities to include self-provisioning, on-line billing, and
interactive customer care during 2001. We provide corporate or individual
customer billing for all subscription fees, devices and modems, and other fees.
Competition
The market for our wireless data and Internet services is becoming
increasingly competitive. The widespread adoption of industry standards in the
wireless data communications market may make it easier for new market entrants
and existing competitors to introduce services that compete against ours. We
developed our solutions using standard industry development tools. Many of our
agreements with wireless carriers, wireless handheld device manufacturers and
data providers are non-exclusive. Our
9
competitors may use the same products and services in competition with us. With
time and capital, it would be possible for competitors to replicate our
services. We expect that we will compete primarily on the basis of the
functionality, breadth, quality and price of our services.
Many of our existing and potential competitors have substantially
greater financial, technical, marketing and distribution resources than we do.
Additionally, many of these companies have greater name recognition and more
established relationships with our target customers. Furthermore, these
competitors may be able to adopt more aggressive pricing policies and offer
customers more attractive terms than we can. In the event such companies decide
to compete directly with us, such relationships will likely be terminated, which
may have a material adverse effect on our business and reduce our market share
or force us to lower prices to unprofitable levels.
Research and Development
Most of our product and service offerings are developed internally. We
also purchase and license technology. We continue to enhance the features and
performance of our existing products and services. In addition, we are
continuing to develop new products to meet our customers' expectations of
ongoing innovation and enhancement within our suite of products. With our
acquisition of OutBack, we increased our development staff to 22 people.
Our ability to meet our customers' expectations depends on a number of
factors, including our ability to identify and respond to emerging technological
trends in our target markets, develop and maintain competitive products, enhance
our existing products by adding features and functionality that differentiate
them from those of our competitors and bring products to market on a timely
basis and at a competitive prices. Consequently, we have made, and we intend to
continue to make, investments in research and development.
Intellectual Property Rights
We have not yet obtained patents on our technology that would preclude
or inhibit competitors from using our technology. In February 2001, we filed a
patent application on certain aspects of our Go.Web technology. The application
is presently pending in the United States Patent and Trademark Office and has
been filed internationally under the Patent Cooperation Treaty and in Argentina,
Venezuela, Chile, Taiwan and Thailand. We also acquired two patent applications
from Hotpaper relating to document generation over the Internet. These
applications are presently pending before the United States Patent and Trademark
Office and have been filed internationally under the Patent Cooperation Treaty
and in Argentina, Venezuela, Chile, Taiwan and Thailand. We recently acquired a
perpetual, royalty-free, worldwide license under two patents owned by Geoworks
Corporation relating to wireless products and services. We rely on a combination
of patent, copyright, trademark, service mark, trade secret laws, unfair
competition law and contractual restrictions to establish and protect certain
proprietary rights in our technology and intellectual property. We have applied
for registration of our GoAmerica names and marks in the United States Patent
and Trademark Office and in trademark offices in jurisdictions throughout the
world, including but not limited to, U.S. federal trademark applications for the
marks "GoAmerica", "Go.Web" and "Law-on-the-Go". The steps taken by us to
protect our intellectual property may not prove sufficient to prevent
misappropriation of our technology or to deter independent third-party
development of similar technologies. In addition, the laws of certain foreign
countries may not protect our technologies or intellectual property rights to
the same extent as do the laws of the United States. We also rely on certain
technologies that we license from third parties. These third-party technology
licenses may not continue to be available to us on commercially attractive
terms. The loss of the ability to use such technology could require us to obtain
the rights to use substitute technology, which could be more expensive or offer
lower quality or performance, and therefore have a material adverse effect on
our business, financial condition or results of operations. Third parties could
claim infringement by us with respect to current or future technology. We expect
that we and other participants in our markets will be increasingly subject to
infringement claims as the number of services and competitors in our industry
segment grows. Any such claim, whether meritorious or not, could be time
consuming, result in costly litigation, cause service or installation
interruptions or require us to enter into royalty or licensing
10
agreements. Such royalty or licensing agreements might not be available on terms
acceptable to us or at all. As a result, any such claim could have a material
adverse effect upon our business, financial condition or results of operations.
We received a claim in November 1999, on behalf of ROTIS Technologies
Corporation, that our technology relating to the wireless provision of stock
quotes infringes a patent relating to a price quotation system, which patent
expired on September 25, 2001. We believe that such claim is not material and is
without merit. We intend to defend against such claim vigorously. Such claim has
not been pursued by ROTIS and no specific claim for damages has been asserted.
Therefore, no assurance can be made that such claim could not become material in
the future. We also received in January 2000 an offer from NTP Incorporated to
enter into negotiations to obtain a license under one or more of NTP's patent
properties relating to wireless email systems. We have reviewed NTP's patents
and do not believe that GoAmerica requires a license under those patents. NTP
has not pursued its license offer.
Government Regulation
We are not currently subject to direct federal, state or local
government regulation, other than regulations that apply to businesses
generally. The wireless network carriers we contract with to provide airtime are
subject to regulation by the Federal Communications Commission. Changes in FCC
regulations could affect the availability of wireless coverage these carriers
are willing or able to sell to us. We could also be adversely affected by
developments in regulations that govern or may in the future govern the
Internet, the allocation of radio frequencies or the placement of cellular
towers. Also, changes in these regulations could create uncertainty in the
marketplace that could reduce demand for our services or increase the cost of
doing business as a result of costs of litigation or increased service delivery
cost or could in some other manner have a material adverse effect on our
business, financial condition or results of operations.
We currently do not collect sales or other taxes with respect to the
sale of services or products in states and countries where we believe we are not
required to do so. We do collect sales and other taxes in the states in which we
have offices and are required by law to do so. One or more jurisdictions have
sought to impose sales or other tax obligations on companies that engage in
online commerce within their jurisdictions. A successful assertion by one or
more jurisdictions that we should collect sales or other taxes on our products
and services, or remit payment of sales or other taxes for prior periods, could
have a material adverse effect on our business, financial condition or results
of operations.
Any new legislation or regulation, or the application of laws or
regulations from jurisdictions whose laws do not currently apply to our
business, could have an adverse effect on our business.
Employees
As of March 22, 2002, we had a total of 221 full-time employees. None
of our employees are covered by a collective bargaining agreement. We believe
that our relations with our employees are good.
Risk Factors
Risks Particular To GoAmerica
We have historically incurred losses and these losses will continue in the
foreseeable future.
We have never earned a profit. We had net losses of $120.3 million,
$64.8 million and $11.5 million for the years ended December 31, 2001, 2000 and
1999, respectively. Since our inception, we have invested significant capital to
build our wireless network operations and e-commerce systems as well as our
billing system. During 2001, we have invested additional capital in the
development of our software application Go.Web as well as the development of
Mobile Office. We have acquired, and may continue to acquire and implement, new
operational and financial systems and continue to invest in our network
operations. We also provide and expect to continue to provide mobile devices
made by third parties to our customers at prices below our costs for such
devices. In addition, our costs of subscriber revenue, consisting principally of
our purchase of wireless airtime from network carriers, have historically
exceeded our subscriber
11
revenue. Further, we have previously experienced negative overall gross margins,
which consist of margins on our subscriber revenues, equipment sales and other
revenue, and may experience negative overall gross margins again in the future.
We have incurred operating losses since our inception and expect to continue to
incur operating losses for at least the next several quarters. Therefore, we
will need to generate significant revenue to become profitable and sustain
profitability on a quarterly and annual basis.
We may not achieve or sustain our revenue or profit goals, and our
ability to do so depends on the factors specified elsewhere in "Risk Factors" -
as well as on a number of factors outside of our control, including the extent
to which:
o our competitors announce and develop, or lower the prices of,
competing services;
o wireless network carriers, data providers and manufacturers of mobile
devices (i) dedicate resources to selling our services or (ii)
increase the costs of, or limit the use of, services or devices that
we purchase from them; and
o prices for our services decrease as a result of reduced demand or
competitive pressures.
As a result, we may not be able to increase revenue or achieve
profitability on a quarterly and annual basis.
We may need additional funds which, if available, could result in increased
interest expenses or additional dilution to our stockholders. If additional
funds are needed and are not available, our business could be negatively
impacted.
We currently anticipate that our available cash resources will be
sufficient to fund our operating needs for the next 12 months. As of December
31, 2001 we had $35.0 million in cash and cash equivalents ($24.2 million at
March 31, 2002), exclusive of $1.4 million in restricted cash supporting certain
letters of credit. In order to reduce operating expenses, during 2001, we
reduced the number of our employees by outsourcing certain operating functions,
modified certain of our pricing strategies to recover the costs incurred for
roaming, and, in certain instances, suspended service to a limited number of
subscribers contributing to excessive roaming costs. Our 2002 operating plan
includes further reductions in headcount as well as significant reductions in
sales and marketing expenditures and capital expenditures from the levels
incurred during 2001. In the event we are unable to achieve our plans,
additional further reductions may be required. We do, however, plan to raise
additional capital either through public or private equity or debt financing to
primarily finance the execution of our anticipated strategic initiatives. At
this time, we do not have any bank credit facility or other working capital
credit line under which we may borrow funds for working capital or other general
corporate purposes. If our plans or assumptions change or are inaccurate, we may
be required to seek additional capital.
If funds are raised through the issuance of equity securities, the
percentage ownership of our then-current stockholders will be reduced and the
holders of new equity securities may have rights, preferences or privileges
senior to those of the holders of our common stock. If additional funds are
raised through a bank credit facility or the issuance of debt securities, the
holder of such indebtedness would have rights senior to the rights of common
stockholders and the terms of such indebtedness could impose restrictions on our
operations. If we need to raise additional funds, we may not be able to do so on
terms favorable to us, or at all. If we cannot successfully execute our 2002
operating plan or raise adequate funds on acceptable terms, we may not be able
to continue to fund our operations.
We have only a limited operating history, which makes it difficult to evaluate
an investment in our common stock.
We have only a limited operating history on which you can evaluate our
business, financial condition and operating results. We face a number of risks
encountered by early stage technology companies that participate in new
technology markets, including our ability to:
o manage our dependence on wireless data services which have only
limited market acceptance to date;
12
o maintain our engineering and support organizations, as well as our
distribution channels;
o negotiate and maintain favorable usage rates with telecommunications
carriers;
o retain and expand our subscriber base at profitable rates;
o recoup our expenses associated with the wireless devices we resell to
subscribers;
o manage expanding operations, including our ability to expand our
systems if our subscriber base grows substantially;
o attract and retain management and technical personnel; and
o anticipate and respond to market competition and changes in
technologies such as wireless data protocols and wireless devices.
We may not be successful in addressing or mitigating these risks and
uncertainties, and if we are not successful our business could be significantly
and adversely affected.
To generate increased revenue we will have to increase substantially the number
of our subscribers, which may be difficult to accomplish.
We will have to increase substantially the number of our subscribers in
order to achieve our business plan. In addition to increasing our subscriber
base, we will have to limit our churn, or the number of subscribers who
deactivate our service. Adding new subscribers will depend to a large extent on
the success of our direct and indirect distribution channels and acquisition
strategy, and there can be no assurance that they will be successful. Limiting
our churn rate will require that we provide our subscribers with a favorable
experience in using our wireless service. Our subscribers' experience may be
unsatisfactory to the extent that our service malfunctions or our customer care
efforts, including our Web site and 800 number customer service efforts, do not
meet or exceed subscriber expectations. In addition, factors beyond our control,
such as technological limitations of the current generation of wireless devices,
which may cause our subscribers' experience with our service to not meet their
expectations, could increase our churn rate and adversely affect our revenues.
The sales cycle for enterprise customers is typically longer than that
for individual customers which may negatively impact our near term subscriber
and revenue growth forecasts.
During the last fiscal year, our subscriber base has shifted from
primarily individual customers to primarily enterprise customers. We plan to
continue to focus on increasing the number of our enterprise customers.
Generally, the sales cycle for such enterprise customers is longer than that for
individual customers because the product and service deployments are on a larger
scale and are more complicated, requiring a longer decision-making period. Such
longer sales cycle may negatively impact our near term subscriber and revenue
growth forecasts.
We need to improve our systems to monitor our wireless airtime costs more
effectively.
We seek to reduce our wireless airtime costs by periodically matching
our subscribers' airtime usage needs to the most appropriate, lowest cost
wireless carrier plans. It is possible for a small number of subscribers, if we
do not assign them to the proper airtime pricing plan, to significantly increase
our costs. The current systems that we use to monitor the airtime charges that
we incur from our wireless carriers do not permit us to timely and effectively
respond to changes in volume and geographic location of subscriber usage, which
directly impact our costs of subscriber revenue. We currently use a manual
system to track such costs and monitor wireless plan usage. We have acquired and
developed those automated control systems; however, those automated systems have
not been implemented. Therefore, we cannot assure you that we will be able to
successfully implement usage of such automated control systems or, if
implemented, that our automated control systems will be able to monitor all
subscriber usage or improve our gross margins.
13
We have historically experienced and may again experience negative gross margins
on our subscriber revenue.
We intend to pass through to our subscribers all the airtime charges
that we incur from our wireless carriers; however, we have not always been and
will not always be able to pass through such charges because the pricing plans
offered to us by our wireless carriers and to which we assign our subscribers
may not allow us to always cover our subscriber costs. For example, many of our
subscribers have contracted for our Go.Unlimited Plan, which provides for
unlimited nationwide wireless Internet service for a fixed monthly fee. If we
assign those subscribers to a carrier plan that charges us an increasing fee as
subscriber usage increases, then as subscriber usage and our related airtime
costs increase, our margins on subscriber revenues would decrease and may become
negative. Our airtime costs also increase substantially when CDPD subscribers
use our services outside of their pre-determined geographic area, which results
in roaming charges to us by the carriers that we historically did not pass on to
our subscribers. During 2001, we began charging our subscribers a per kilobyte
fee for usage while roaming. We cannot assure you that we will be able to
recover these charges or that the charging of such fees will not increase our
churn rate. We have commenced acquisition and development of automated control
systems. We may not be able to successfully complete the acquisition or
development of the automated systems necessary to monitor our subscribers' usage
and roaming patterns and quickly switch our subscribers to a more appropriate,
lower cost airtime plan. In addition, while we continually seek to negotiate
better pricing of wireless airtime plans with our carriers, we cannot assure you
that we will be successful in that regard.
We subsidize the mobile devices that we resell which results in negative gross
margins on our equipment revenue.
In order to facilitate the sale of our wireless Internet services, the
sales prices of the mobile devices manufactured by third parties that we sell to
our subscribers may be below our costs for such devices. Additionally, we have
also provided many of our resellers and marketing alliance partners with
complimentary mobile devices and GoAmerica service during a trial period in
order to facilitate additional sales of our services. As a result, we have
experienced, and expect to continue to experience, negative gross margins on the
mobile devices that we resell.
We may acquire or make investments in companies or technologies that could cause
loss of value to our stockholders and disruption of our business.
We intend to explore opportunities to acquire companies, technologies
or subscribers in the future. Entering into an acquisition entails many risks,
any of which could adversely affect our business, including:
o failure to integrate the acquired assets and/or companies with our
current business;
o the price we pay may exceed the value we eventually realize;
o loss of share value to our existing stockholders as a result of
issuing equity securities as part or all of the purchase price;
o potential loss of key employees from either our current business or
the acquired business;
o entering into markets in which we have little or no prior experience;
o diversion of management's attention from other business concerns;
o assumption of unanticipated liabilities related to the acquired
assets; and
o the business or technologies we acquire or in which we invest may
have limited operating histories and may be subject to many of the
same risks we are.
We have limited resources and we may be unable to support effectively our
anticipated growth in operations.
We must continue to develop and expand our systems and operations as
the number of subscribers and the amount of information they wish to receive, as
well as the number of services we offer, increases.
14
This development and expansion has placed, and we expect it to continue to
place, significant strain on our managerial, operational and financial
resources. We may be unable to develop and expand our systems and operations for
one or more of the following reasons:
o we may not be able to locate or hire at reasonable compensation rates
qualified engineers and other employees necessary to expand our
capacity on a timely basis;
o we may not be able to obtain the hardware necessary to expand the
subscriber capacity of our systems on a timely basis;
o we may not be able to expand our customer service, billing and other
related support systems; and
o we may not be able to obtain sufficient additional capacity from
wireless carriers on a timely basis.
If we cannot manage our growth effectively, our business and operating
results will suffer. Additionally, any failure on our part to develop and
maintain our wireless data services if we experience rapid growth could
significantly adversely affect our reputation and brand name which could reduce
demand for our services and adversely affect our business, financial condition
and operating results.
Our business prospects depend in part on our ability to maintain and improve our
services as well as to develop new services.
We believe that our business prospects depend in part on our ability to
maintain and improve our current services and to develop new services. Our
services will have to achieve market acceptance, maintain technological
competitiveness and meet an expanding range of customer requirements. As a
result of the complexities inherent in our service offerings, major new wireless
data services and service enhancements require long development and testing
periods. We may experience difficulties that could delay or prevent the
successful development, introduction or marketing of new services and service
enhancements. Additionally, our new services and service enhancements may not
achieve market acceptance.
If we do not respond effectively and on a timely basis to rapid technological
change, our business could suffer.
The wireless and data communications industries are characterized by
rapidly changing technologies, industry standards, customer needs and
competition, as well as by frequent new product and service introductions. Our
services are integrated with wireless handheld devices and the computer systems
of our corporate customers. Our services must also be compatible with the data
networks of wireless carriers. We must respond to technological changes
affecting both our customers and suppliers. We may not be successful in
developing and marketing, on a timely and cost-effective basis, new services
that respond to technological changes, evolving industry standards or changing
customer requirements. Our success will depend, in part, on our ability to
accomplish all the following in a timely and cost-effective manner:
o effectively use and integrate new technologies;
o continue to develop our technical expertise;
o enhance our wireless data, engineering and system design services;
o develop applications for new wireless networks and services;
o develop services that meet changing customer needs;
o advertise and market our services; and
o influence and respond to emerging industry standards and other
changes.
We depend upon wireless carriers' networks. If we do not have continued access
to sufficient capacity on reliable networks, our business will suffer.
Our success partly depends on our ability to buy sufficient capacity on
or offer our services over the networks of wireless carriers such as AT&T
Wireless, Cingular Interactive, Motient, Verizon Wireless and VoiceStream and on
the reliability and security of their systems. We depend on these companies to
15
provide uninterrupted and "bug free" service and would be adversely affected if
they failed to provide the required capacity or needed level of service. During
2001, some wireless carriers experienced financial difficulties and sought
protection under the bankruptcy laws. We cannot assure you that these companies
will emerge from bankruptcy or that others will not seek similar protection.
Such bankruptcies may result in discontinued or interrupted service and fewer
network alternatives. In addition, although we have some forward price
protection in our existing agreements with certain carriers, we could be
adversely affected if wireless carriers were to increase the prices of their
services. Our existing agreements with the wireless carriers generally have
one-to-three year terms. Some of these wireless carriers are, or could become,
our competitors.
We depend on third parties for sales of our products and services which could
result in variable and unpredictable revenues.
We rely substantially on the efforts of others to sell many of our
wireless data communications services. We are increasingly dependent on our
indirect distribution alliance partners for implementation of our sales and
marketing initiatives. Should our relationship with any such distribution
alliance partners cease or be less successful than anticipated, the number of
subscribers we obtain, subscriber revenue and equipment revenue may decrease or
not meet current growth expectations. While we monitor the activities of our
distributors and resellers, we cannot control how those who sell and market our
products and services perform and we cannot be certain that their performance
will be satisfactory. If the number of customers we obtain through these efforts
is substantially lower than we expect for any reason, this would have an adverse
effect on our business, operating results and financial condition.
We depend on our key management and on recruiting and retaining key personnel.
The loss of our key employees could adversely affect our business.
We are particularly dependent on Aaron Dobrinsky, our Chairman and
Chief Executive Officer, and Joseph Korb, our President, for most of our
strategic, managerial and marketing initiatives. The unexpected loss of such
officers would likely have an adverse effect on our business. In addition,
because of the technical nature of our services and the dynamic market in which
we compete, our performance depends on attracting and retaining other key
employees. Competitors and others may attempt to recruit our employees. A major
part of our compensation to our key employees is in the form of stock option
grants. A prolonged depression in our stock price could make it difficult for us
to retain our employees and recruit additional qualified personnel. We currently
maintain and are the beneficiary of key person life insurance policies on the
lives of Aaron Dobrinsky and Joseph Korb. We do not maintain insurance policies
for any of our other employees.
Wireless data systems failures could harm our business by injuring our
reputation or lead to claims of liability for delayed, improper or unsecured
transmission of data.
A significant barrier to the growth of electronic commerce and wireless
data services has been the need for secure and reliable transmission of
confidential information. Our existing wireless data services are dependent on
near immediate, continuous feeds from various sources. The ability of our
subscribers to quickly access data requires timely and uninterrupted connections
with our wireless network carriers. Any significant disruption from our backup
landline feeds could result in delays in our subscribers' ability to receive
such information. In addition, our systems could be disrupted by unauthorized
access, computer viruses and other accidental or intentional actions. We may
incur significant costs to protect against the threat of security breaches or to
alleviate problems caused by such breaches. If a third party were able to
misappropriate our subscribers' personal or proprietary information or credit
card information, we could be subject to claims, litigation or other potential
liabilities that could adversely impact our business. There can be no assurance
that our systems will operate appropriately if we experience a hardware or
software failure. A failure in our systems could cause delays in transmitting
data and, as a result, we may lose customers or face litigation that could
adversely affect our business.
16
An interruption in the supply of products and services that we obtain from third
parties could cause a decline in sales of our services.
In designing, developing and supporting our wireless data services, we
rely on wireless carriers, mobile device manufacturers, content providers and
software providers. These suppliers may experience difficulty in supplying us
products or services sufficient to meet our needs or they may terminate or fail
to renew contracts for supplying us these products or services on terms we find
acceptable. Any significant interruption in the supply of any of these products
or services could cause a decline in sales of our services, unless and until we
are able to replace the functionality provided by these products and services.
We also depend on third parties to deliver and support reliable products,
enhance their current products, develop new products on a timely and
cost-effective basis and respond to emerging industry standards and other
technological changes.
We may face increased competition which may negatively impact our prices for our
services or cause us to lose business opportunities.
The market for our services is expected to become increasingly
competitive. The widespread adoption of industry standards in the wireless data
communications market may make it easier for new market entrants and existing
competitors to introduce services that compete against ours. We developed our
solutions using standard industry development tools. Many of our agreements with
wireless carriers, wireless handheld device manufacturers and data providers are
non-exclusive. Our competitors may use the same products and services in
competition with us. With time and capital, it would be possible for competitors
to replicate our services and offer similar services at a lower price. We expect
that we will compete primarily on the basis of the functionality, breadth,
quality and price of our services. Our current and potential competitors
include:
o wireline Internet service providers and portals, such as America
Online, Earthlink, MSN and Yahoo!;
o wireless device manufacturers, such as Palm, Handspring, Motorola and
RIM;
o wireless network carriers, such as AT&T Wireless, Verizon Wireless,
Cingular Interactive, Sprint PCS, VoiceStream and Nextel
Communications, Inc.; and
o emerging wireless Internet services providers, including Neomar,
AvantGo and those, such as Aether Systems, Inc., focusing on specific
industries.
Many of our existing and potential competitors have substantially
greater financial, technical, marketing and distribution resources than we do.
Additionally, many of these companies have greater name recognition and more
established relationships with our target customers. Furthermore, these
competitors may be able to adopt more aggressive pricing policies and offer
customers more attractive terms than we can. In addition, we have established
strategic relationships with many of our potential competitors. In the event
such companies decide to compete directly with us, such relationships would
likely be terminated, which might have an adverse effect on our business and
reduce our market share or force us to lower prices to unprofitable levels.
Our intellectual property rights may not be adequately protected under the
current state of the law.
Our success substantially depends on our ability to sell services which
are dependent on certain intellectual property rights. We currently do not have
patents on any of our intellectual property. We have filed for a patent on
certain aspects of our Go.Web technology and have also acquired two patent
applications from Hotpaper. We cannot assure you we will be successful in
protecting our intellectual property through patent law. In addition, although
we have applied for U.S. federal trademark protection, we do not have any U.S.
federal trademark registrations for the marks "GoAmerica", "Go.Web", or certain
of our other marks and we may not be able to obtain such registrations. We rely
primarily on trade secret laws, patent law, copyright law, trademark law, unfair
competition law and confidentiality agreements to protect our intellectual
property. To the extent that our technology is not adequately protected by
intellectual property law, other companies could develop and market similar
products or services which could adversely affect our business.
17
We may be sued by third parties for infringement of their proprietary rights and
we may incur defense costs and possibly royalty obligations or lose the right to
use technology important to our business.
The telecommunications and software industries are characterized by
protection and vigorous enforcement of applicable intellectual property law. As
the number of participants in our market increases, the possibility of an
intellectual property claim against us could increase. Any intellectual property
claims, with or without merit, could be time consuming and expensive to litigate
or settle and could divert management attention from administering our business.
A third party asserting infringement claims against us or our customers with
respect to our current or future products may adversely affect us by, for
example, causing us to enter into costly royalty arrangements or forcing us to
incur settlement or litigation costs.
We may be subject to liability for transmitting certain information, and our
insurance coverage may be inadequate to protect us from this liability.
We may be subject to claims relating to information transmitted over
systems we develop or operate. These claims could take the form of lawsuits for
defamation, negligence, copyright or trademark infringement or other actions
based on the nature and content of the materials. Although we carry general
liability insurance, our insurance may not cover potential claims of this type
or may not be adequate to cover all costs incurred in defense of potential
claims or to indemnify us for all liability that may be imposed.
We may expand our operations into international markets which will subject us to
additional risks that may adversely affect our business and operations.
We may expand our existing operations and enter international markets,
which could demand significant management attention and financial commitment.
Our management has limited experience in international operations, and we cannot
guarantee that we will successfully implement and expand our international
operations, which could have a material adverse effect on our business,
financial condition and results of operations. Operating in international
markets will subject us to additional risks, including unexpected changes in
regulatory requirements, political and economic conditions, taxes, tariffs or
other barriers, difficulties in staffing and managing international operations,
potential exchange and repatriation controls on foreign earnings, longer sales
and payment cycles and difficulty in accounts receivable collection. Such risks
may adversely affect our business, financial condition and results of
operations.
Our quarterly operating results are subject to significant fluctuations and, as
a result, period-to-period comparisons of our results of operations are not
necessarily meaningful.
Our quarterly operating results may fluctuate significantly in the
future as a result of a variety of factors. These factors include:
o the demand for and market acceptance of our services;
o downward price adjustments by our competitors on services they offer
that are similar to ours;
o changes in the mix of services sold by our competitors;
o technical difficulties or network downtime affecting wireless
communications generally;
o the ability to meet any increased technological demands of our
customers; and
o economic conditions specific to our industry.
Therefore, our operating results for any particular quarter may differ
materially from our expectations or those of security analysts and may not be
indicative of future operating results. The failure to meet expectations may
cause the price of our common stock to decline substantially.
18
Risks Particular To Our Industry
The market for our services is new and highly uncertain.
The market for wireless data services is still emerging and continued
growth in demand for and acceptance of these services remains uncertain. Current
barriers to market acceptance of these services include cost, reliability,
functionality and ease of use. We cannot be certain that these barriers will be
overcome. If the market for our services does not grow or grows slower than we
currently anticipate, our business, financial condition and operating results
could be adversely affected.
New laws and regulations that impact our industry could adversely affect our
business.
We are not currently subject to direct regulation by the Federal
Communications Commission or any other governmental agency, other than
regulations applicable to businesses in general. However, in the future, we may
become subject to regulation by the FCC or another regulatory agency. In
addition, the wireless carriers who supply us airtime are subject to regulation
by the FCC and regulations that affect them could adversely affect our business.
Our business could suffer depending on the extent to which our activities or
those of our customers or suppliers are regulated.
Risks Particular To Stock Price
Our stock price, like that of many technology companies, has been and may
continue to be volatile.
We expect that the market price of our common stock will fluctuate as a
result of variations in our quarterly operating results and other factors beyond
our control. These fluctuations may be exaggerated if the trading volume of our
common stock is low. In addition, due to the technology-intensive and emerging
nature of our business, the market price of our common stock may rise and fall
in response to a variety of factors, including:
o announcements of technological or competitive developments;
o acquisitions or strategic alliances by us or our competitors;
o the gain or loss of a significant customer or order;
o changes in estimates of our financial performance or changes in
recommendations by securities analysts regarding us or our industry;
or
o general market or economic conditions.
This risk may be heightened because our industry is new and evolving,
characterized by rapid technological change and susceptible to the introduction
of new competing technologies or competitors.
In addition, equity securities of many technology companies have
experienced significant price and volume fluctuations. These price and volume
fluctuations often have been unrelated to the operating performance of the
affected companies. Volatility in the market price of our common stock could
result in securities class action litigation. This type of litigation,
regardless of the outcome, could result in substantial costs and a diversion of
management's attention and resources.
We have anti-takeover defenses that could delay or prevent an acquisition and
could adversely affect the price of our common stock.
Provisions of our certificate of incorporation and bylaws and
provisions of Delaware law could delay or prevent an acquisition or change of
control of GoAmerica or otherwise adversely affect the price of our common
stock. For example, our certificate of incorporation authorizes undesignated
preferred stock which our board of directors can designate and issue without
further action by our stockholders, establishes a classified board of directors,
eliminates the rights of stockholders to call a special meeting of stockholders,
eliminates the ability of stockholders to take action by written consent, and
requires stockholders to comply with advance notice requirements before raising
a matter at a stockholders' meeting. As a Delaware corporation, we are also
subject to the Delaware anti-takeover statute contained in Section 203 of the
Delaware General Corporation Law.
19
We have never paid or declared any cash dividends on our common stock
or other securities and intend to retain any future earnings to finance the
development and expansion of our business. We do not anticipate paying any cash
dividends on our common stock in the foreseeable future. Unless we pay
dividends, our stockholders will not be able to receive a return on their shares
unless they sell them.
Item 2. Properties.
Facilities
We own no real property. Our principal offices are located in
Hackensack, New Jersey. The premises located at 433 Hackensack Avenue consists
of approximately 22,458 square feet and the related lease expires on August 31,
2010. The premises located at 401 Hackensack Avenue consists of approximately
15,917 square feet and the related lease expires on May 14, 2007. In addition to
the network operating facility at our Hackensack office, in December 1999, we
entered into a Facilities Maintenance Agreement with Data General, a division of
EMC Corporation, pursuant to which we operate a network operating center at
their facility in New York City. The initial term of the Facilities Maintenance
Agreement shall run until February 29, 2004. The New York facility, located at
55 Broad Street, is our primary network operating center. The New York facility
consists of approximately 7,000 square feet. The offices of Wynd are located in
San Luis Obispo, California and consist of approximately 7,391 square feet. Our
lease on the Wynd offices expires on January 31, 2004. The offices of Hotpaper
are located in San Francisco, California. The Hotpaper offices consist of
approximately 9,203 square feet and the lease expires on December 5, 2002. The
offices of OutBack are located in San Luis Obispo, California and consist of
approximately 4,018 square feet. Our lease on the OutBack offices expires on
July 31, 2004. We believe that our current facilities are adequate to support
our existing operations. We also believe that we will be able to obtain suitable
additional facilities on commercially reasonable terms on an "as needed" basis.
Item 3. Legal Proceedings.
On February 15, 2002, Eagle Truck Lines Inc. (a/k/a AirEagle, Inc.)
filed suit against GoAmerica, Inc. in the Superior Court of the State of
California for the County of Los Angeles seeking payment in an amount not less
than $590,000, plus damages, expenses, interest and costs of suit, based on the
alleged failure of GoAmerica, Inc., as successor in interest to Flash Creative
Management, Inc., to perform its obligations pursuant to a written contract
dated on or about July 2, 1999, by and between Flash and AirEagle. AirEagle
alleged that GoAmerica, Inc. assumed the rights and liabilities under such
contract as a result of its purchase of substantially all of the assets of Flash
in November 2000. AirEagle further alleged that it has completely performed its
obligations under the contract and that GoAmerica has failed to complete its
development services and deliver the software product contemplated by the
contract and was thus unjustly enriched. This matter is in its early stages and
we intend to vigorously defend such matter. There can be no assurance, however,
that such matter will be decided in our favor.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
20
PART II
Item 5. Market for our Common Equity, Related Stockholder Matters and Use of
Proceeds.
Market for our Common Stock
Prior to April 7, 2000, there was no established market for our common
stock. Since April 7, 2000, our common stock has traded on the Nasdaq National
Market under the symbol "GOAM."
The last reported price for our common stock on the Nasdaq National
Market on March 22, 2002 was $1.59. The following table sets forth the high and
low sales prices for our common stock from its first day of trading on April 7,
2000 through December 31, 2001 as reported on the Nasdaq National Market.
Quarter Ended High Low
- -------------------------------------------------------------------------------
June 30, 2000(1).................. $19.31 $5.25
September 30, 2000................ $15.69 $7.06
December 31, 2000................. $12.19 $4.25
March 31, 2001.................... $7.25 $1.66
June 30, 2001..................... $4.50 $1.69
September 30, 2001................ $2.15 $0.80
December 31, 2001............. $3.05 $0.66
- ------------
(1) Represents high and low sales prices for the period from April 7, 2000, when
our common stock began trading on the Nasdaq National Market to the end of
the second quarter.
As of March 22, 2002, the approximate number of holders of record of
our common stock was 299 and the approximate number of beneficial holders of our
common stock was 19,837.
21
Related Stockholder Matters
We have never declared or paid any cash dividends on our common stock.
We intend to retain earnings, if any, to fund future growth and the operation of
our business.
The following information relates to all securities issued by us during
the fourth quarter of 2001 which were not registered under applicable securities
laws at the time of grant, issuance and/or sale:
1. Option Grants
On December 19, 2001, we granted stock options to various
employees pursuant to our 1999 Stock Plan. All of such stock options were
granted at an exercise price equal to the fair market value on the close of
business on the date of grant, with four year vesting. The aggregate number of
shares of common stock underlying such stock option grants totaled 130,160.
2. Common Stock Issuances
Acquisition of OutBack
On November 13, 2001, we acquired OutBack pursuant to the
Merger Agreement and Plan of Reorganization by and among GoAmerica, Inc.,
GoAmerica Acquisition III Corp. and OutBack Resource Group, Inc. In
consideration for the acquisition, we issued 134,996 restricted shares of our
common stock to OutBack equal in value to approximately $130,000 based upon the
average closing price of our common stock on the Nasdaq National Market for five
(5) trading days immediately preceding the acquisition.
3. Warrants
On November 13, 2001, we issued warrants to OutBack pursuant
to the Merger Agreement and Plan of Reorganization by and among GoAmerica, Inc.,
GoAmerica Acquisition III Corp. and OutBack Resource Group, Inc. All such
warrants were granted at an exercise price of $3.00 per share, with a three year
exercise period from the date of grant. The aggregate number of shares of common
stock underlying such warrant grants totaled 67,500.
We did not employ an underwriter in connection with the
issuance of the securities described in this Item 5. We believe that the
issuances of the foregoing securities were exempt from registration under either
(i) Section 4(2) of the Securities Act as transactions not involving any public
offering and such securities having been acquired for investment and not with a
view to distribution, or (ii) Rule 701 under the Securities Act as transactions
made pursuant to a written compensatory benefit plan or pursuant to a written
contract relating to compensation. All recipients had adequate access to
information about GoAmerica.
Use of Proceeds
On April 6, 2000, the Commission declared effective our Registration
Statement on Form S-1 (No. 333-94801) as filed with the Commission in connection
with our initial public offering of common stock, which was managed by Bear,
Stearns & Co., Inc., Chase H&Q, U.S. Bancorp Piper Jaffray, Wit SoundView and
DLJdirect, now Harrisdirect. Pursuant to such Registration Statement, on April
12, 2000 we consummated the issuance and sale of an aggregate of 10,000,000
shares of our common stock, for a gross aggregate offering price of $160
million. We incurred underwriting discounts and commissions of approximately
$11.2 million. In connection with such offering, we incurred total expenses of
approximately $2.6 million. As of December 31, 2001, approximately $35.0 million
of the $146.2 million in net proceeds received by us upon consummation of such
offering, pending specific application, were invested in short-term,
investment-grade, interest-bearing instruments. The remaining $111.2 million of
the net proceeds have been specifically applied as follows: (i) $5.1 million for
the acquisition of other businesses, (ii) $29.8 million for sales and marketing
expenses, (iii) $10.4 million for the purchase of capital assets, and (iv) $65.9
million for working capital needs.
22
Item 6. Selected Consolidated Financial Data.
The selected consolidated financial data set forth below with respect
to our statement of operations data for the years ended December 31, 2001, 2000
and 1999, and with respect to the consolidated balance sheet data at December
31, 2001 and 2000 are derived from and are qualified by reference to our audited
consolidated financial statements and related notes thereto found at "Item 14.
Exhibits, Financial Statement Schedules, and Reports on Form 8-K." Our
consolidated statement of operations data for the years ended December 31, 1998
and 1997 and consolidated balance sheet data as of December 31, 1999, 1998 and
1997 are derived from audited consolidated financial statements not included in
this Annual Report on Form 10-K. The selected consolidated financial data set
forth below should be read in conjunction with, and is qualified in its entirety
by, our audited consolidated financial statements and related notes thereto
found at "Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K" and "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations" which are included elsewhere in this Annual Report on
Form 10-K.
23
Years Ended December 31,
---------------------------------------------------------------------------
(In thousands, except for per share data)
2001 2000 1999 1998 1997
----------- ---------- ---------- ---------- ----------
Consolidated Statement of Operations Data:
Revenues (1):
Subscriber....................... $ 28,308 $ 8,535 $ 1,104 $ 360 $ 115
Equipment........................ 10,088 5,097 1,420 449 33
Other............................ 618 242 207 18 25
---------- ---------- ---------- ---------- ----------
Total revenue...................... 39,014 13,874 2,731 827 173
---------- ---------- ---------- ---------- ----------
Costs and expenses:
Cost of subscriber revenue....... 22,578 7,194 4,051 304 88
Cost of equipment revenue........ 20,665 6,090 1,648 532 15
Cost of network operations....... 3,264 623 375 -- --
Sales and marketing.............. 24,700 35,807 3,283 909 243
General and administrative....... 40,685 26,853 3,970 1,549 841
Research and development......... 4,174 762 465 -- --
Depreciation and amortization.... 2,987 994 275 124 32
Amortization of goodwill and other
intangibles................... 18,398 7,247 -- -- --
Impairment of long-lived assets.. 25,511 -- -- -- --
Settlement costs................. -- -- 297 -- --
---------- ---------- ---------- ---------- ----------
Total costs and expenses........... 162,962 85,570 14,364 3,418 1,219
---------- ---------- ---------- ---------- ----------
Loss from operations............... (123,948) (71,696) (11,633) (2,591) (1,046)
Interest income, net............... 3,099 6,944 165 14 --
---------- ---------- ---------- ---------- ----------
Net loss before benefit from income
taxes ........................ $ (120,849) $ (64,752) $ (11,468) $ (2,577) $ (1,046)
Income tax benefit................. 578 -- -- -- --
---------- ---------- ---------- ---------- ----------
Net loss........................... $ (120,271) $ (64,752) $ (11,468) $ (2,577) $ (1,046)
---------- ---------- ---------- ---------- ----------
Beneficial conversion feature and
accretion of redemption value
of mandatorily redeemable
convertible preferred stock .. -- (30,547) (10,463) -- --
---------- ---------- ---------- ---------- ----------
Net loss applicable to common
stockholders ................. $ (120,271) $ (95,299) $ (21,931) $ (2,577) $ (1,046)
========== ========== ========== ========== ==========
Basic net loss per share applicable
to common stockholders ....... $ (2.27) $ (2.19) $ (1.02) $ (0.14) $ (0.07)
=========== =========== =========== =========== ===========
Diluted net loss per share
applicable to common
stockholders ................. $ (2.25) $ (2.18) $ (1.00) $ (0.14) $ (0.06)
========== ========== ========== ========== ==========
Weighted average shares used in
computation of basis net loss
per share applicable to common
stockholders ................. 53,027 43,426 21,590 18,391 16,083
Weighted average shares used in
computation of diluted net loss
per share applicable to common
stockholders..................... 53,354 43,678 22,025 18,826 16,518
(1) On April 1, 2001, we adopted EITF 00-14, "Accounting for Certain Sales
Incentives," which provides guidance on accounting for discounts, coupons,
rebates and free products, as well as the income statement classification of
these discounts, coupons, rebates and free products. Adoption of EITF 00-14
resulted in the reclassification of certain sales incentives as a reduction of
subscriber revenue, however, had no impact on total revenues. All prior period
amounts have been reclassified to conform with current year presentation.
24
As of December 31,
------------------------------------------------------------------------------
(In thousands)
2001 2000 1999 1998 1997
--------------- --------------- --------------- -------------- ---------------
Balance Sheet Data:
Cash and cash equivalents........... $34,977 $114,411 $6,344 $1,961 $20
Working capital (deficit)........... 33,292 113,530 2,426 1,476 (143)
Total assets........................ 87,785 207,746 9,757 3,010 324
Series A redeemable convertible
preferred stock.................. -- -- 20,755 -- --
Series B redeemable convertible
preferred stock ................. -- -- -- -- --
Total stockholders' equity (deficit) 66,413 181,530 (16,659) 2,225 148
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
You should read the following discussion of our financial condition and
results of operations in conjunction with the consolidated financial statements
and the notes thereto included elsewhere in this Annual Report on Form 10-K. The
results shown in this Annual Report of Form 10-K are not necessarily indicative
of the results we will achieve in any future periods.
Overview
We are a wireless data and Internet solutions provider. We derive our
revenue primarily from the sale of basic and value-added wireless data services
and the sale of related mobile devices to our subscribers. During March 1997, we
commenced offering our services to individuals and businesses. Since our
inception, we have invested significant capital to build our wireless network
operations and e-commerce system as well as our billing system. Recently, we
have invested additional capital in the development of our software applications
Go.Web and Mobile Office as well as other software applications. We provide and
expect to continue to provide mobile devices made by third parties to our
customers at prices below our costs for such devices. We also expect to continue
to incur sales and marketing, systems development and administrative expenses.
We have incurred operating losses since our inception and expect to continue to
incur operating losses for at least the next several quarters. Therefore, we
will need to significantly improve our overall gross margins, further reduce our
selling, general and administrative expenses and generate significant revenue to
become profitable and sustain profitability on a quarterly or annual basis. We
will have to increase substantially our subscriber base in order to achieve our
business plan.
Our subscriber revenue primarily consists of monthly service fees,
which we recognize as revenue when the services are provided to the subscriber.
Subscriber revenue accounted for approximately 72.6%, 61.5% and 40.4% of our
total revenue during 2001, 2000 and 1999, respectively. We currently offer a
variety of mobile data service plans. Our Go.Unlimited Plan, which is our most
utilized plan, provides unlimited data usage on any mobile device for a fixed
monthly fee, which currently ranges from $39.95 to $59.95 for retail
subscribers. During 2001, we began charging our subscribers a per kilobyte fee
for using a mobile device outside of a designated geographical area, or roaming,
such fees are recognized as revenue when collected due to our limited history in
collecting these amounts. We also generally charge a non-refundable activation
fee upon initial subscription. To the extent such fees exceed the related costs,
they are deferred and recognized ratably over the life of the related service
contracts which is generally six months, one year or two years. We offer new
subscribers a 14-day trial period during which they can cancel our service
without any penalty, although we do not refund the pro-rated fee for that trial
period, which we include in our revenue. Subscribers to our plans are subject to
six-month, one-year or two-year contracts that provide for early cancellation
fees.
We also typically sell third-party mobile devices in conjunction with a
service agreement to a new subscriber. Equipment revenue accounted for
approximately 25.8%, 36.8% and 52.0% of our total revenue during 2001, 2000 and
1999, respectively. We recognize equipment revenue at the time of the shipment
of
25
the mobile device to a subscriber. During 2001, approximately 34% of our
subscribers purchased a mobile device upon their initial subscription. Over
time, we expect that such percentage will decrease as mobile devices for data
transmission become more prevalent.
In addition to our subscriber and equipment revenue, we historically
have generated other revenue which consists of consulting services relating to
the development and implementation of wireless data systems for certain
corporate customers. We do not intend for consulting services to be a
significant element of our business in the future. Such consulting revenue is
typically recognized as the work is performed.
During 2001, we experienced negative overall gross margins, which
consist of our subscriber revenue, equipment revenue and other revenue offset by
the cost of subscriber revenue, cost of equipment revenue and cost of network
operations, exclusive of depreciation and amortization expense. Included in the
negative overall gross margin was a $8.1 million non-cash inventory charge
related to an adjustment to value our inventory at the lower of cost or market
and the establishment of a reserve for unit quantities in excess of expected
demand. We expect to achieve positive overall gross margins during 2002
primarily because of continuing positive gross margins on our subscriber
revenue, which will be partially offset by continuing negative gross margins on
our resale of equipment. We believe that our gross margins on subscriber revenue
will improve during 2002 as a result of, among other things, reduced costs
associated with roaming usage and price changes. Our cost of subscriber revenue
consists primarily of wireless airtime costs. Our airtime costs are determined
by agreements we have with several wireless carriers. Typically, we have one to
three-year contracts to buy data network capacity either for an agreed amount of
kilobytes per subscriber at a flat fee or on a cents-per-kilobyte basis. We
intend to pass through to our subscribers all the airtime charges that we incur
from our wireless carriers; however, we have not always been and will not always
be able to pass through such charges because the pricing plans offered to us by
our wireless carriers to which we assign our subscribers may not allow us to
always cover our subscriber costs. For example, if we assign our Go.Unlimited
Plan subscribers to a carrier plan that charges us an increasing fee as
subscriber usage increases, then as subscriber usage and our related airtime
costs increase, our margins on subscriber revenues would decrease.
Our airtime costs also increase substantially when subscribers use our
services outside of their pre-determined geographic area, which results in
roaming charges to us by the carriers that we historically did not pass on to
our subscribers. During 2001, we began charging our subscribers a per kilobyte
fee for usage while roaming. Such charges may increase our churn rate which
could decrease our subscriber revenue. In accordance with our revenue
recognition policies, we are not recognizing revenue associated with roaming
usage until it is actually collected. However, we are recognizing 100% of
related roaming charges when incurred. We do not have and may not be able to
develop the automated systems necessary to monitor our subscribers' usage and
roaming patterns and quickly switch our subscribers to a more appropriate, lower
cost airtime plan. In addition, while we continually seek to negotiate better
pricing of wireless airtime plans with our carriers, we cannot assure you that
we will be successful in that regard. We also have experienced, and expect to
continue to experience, negative gross margins on the mobile devices that we
resell. See "Risk Factors" for a discussion of the risks relating to our
historically negative gross margins and our need to improve our systems.
Our sales and marketing expenses consist primarily of compensation and
related costs for marketing personnel, advertising and promotions, travel and
entertainment and other related costs. We expect sales and marketing expenses to
decrease as a percentage of sales as we continue to leverage our distribution
relationships to further our sales and marketing initiatives, as well as
reducing costs as set forth in our 2002 operating plan. Our general and
administrative expenses consist primarily of compensation and related costs for
general corporate and business development, along with rent and other related
costs. We expect general and administrative expenses to decrease as a percentage
of our annual revenues primarily due to completion of the development and
implementation of our e-commerce and customer billing systems, as well as
reducing costs as set forth in our 2002 operating plan. Our research and
development expenses consist primarily of compensation and related costs and
professional service fees. Depreciation and amortization expenses consist
primarily of depreciation expenses arising from equipment purchased for our
network operations center and other property and equipment purchases.
26
During 1999 and the first quarter of 2000, we granted options to
certain of our employees at exercise prices below the deemed fair market value
per share of our common stock. Such grants resulted in non-cash employee
compensation expenses based on the difference, on the date of grant, between the
fair market value and the exercise price of stock options granted to employees.
The resulting deferred employee compensation is being amortized over the vesting
periods of the grants. During 2001, we incurred an aggregate of $4.0 million in
non-cash employee compensation as a result of stock option and warrant grants
during 1999 and the first quarter of 2000 which were granted at prices below the
fair market value of our common stock. During 2002, we expect to incur an
aggregate of $2.4 million in non-cash employee compensation expense as a result
of these grants and the remaining balance of deferred compensation will be
amortized in future periods.
Net interest income consists primarily of interest earned on cash and
cash equivalents. We expect interest income to decrease as we continue to
utilize funds during the course of our operations.
During 2000, we acquired Wynd and Hotpaper as well as certain assets
and liabilities of Flash for an aggregate purchase price of approximately $65.7
million. The purchase price of these entities included the issuance of an
aggregate of 5,437,388 shares of our common stock and cash (net of cash
acquired) of approximately $7.7 million, including merger related costs. As a
result of these acquisitions, we recorded intangibles including trade names,
developed technology, assembled work force and customer lists aggregating
approximately $22.5 million and goodwill of approximately $44.8 million.
During 2001, we identified indicators of possible impairment of our
long-lived assets, principally goodwill and other acquired intangible assets
recorded with regard to the acquisitions of Wynd, Hotpaper and Flash. Such
indicators included the continued deterioration in the business climate for
wireless Internet service providers, significant declines in the market values
of the our competitors in the wireless Internet services industry, recent
changes in our 2002 operating and cash flow forecasts, and changes in our
strategic plans for certain of our acquired businesses. We determined the
carrying value of these long-lived assets exceeded their respective fair values,
thus requiring a write-down totaling $25.4 million.
Critical Accounting Policies and Estimates
Management's Discussion and Analysis of Financial Condition and Results
of Operations discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires management
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and the related disclosure of contingent
assets and liabilities. On an on-going basis, management evaluates its estimates
and judgments, including those related to revenue recognition, allowance for
doubtful accounts, inventory valuation and recoverability of our intangible
assets. Management bases its estimates and judgments on historical experience
and on various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
Management believes the following critical accounting policies, among
others, affect its more significant judgments and estimates used in the
preparation of its consolidated financial statements. We derive our revenue
primarily from the sale of basic and value-added wireless data services and the
sale of related mobile devices. Subscriber revenue consists primarily of monthly
charges for access and usage and is recognized as the services are provided. We
also charge our CDPD subscribers a per kilobyte fee for using a mobile device
outside of a designated geographical area, or roaming, such fees are recognized
as revenue when collected. We also generally charge a non-refundable activation
fee upon initial subscription. To the extent such fees exceed the related costs,
they are deferred and recognized ratably over the life of the related service
contracts which is generally six months, one year or two years. Equipment
revenue is recognized upon shipment and transfer of title to the end user. We
also provide mobile devices to our customers at prices below our costs as
incentives for customers to enter into service agreements. Such incentives are
recorded as a reduction to subscriber and equipment revenue, at the time of
sale, allocated based upon the relative fair value of the equipment and services
provided as determined by their list selling prices. We estimate the
collectibility of our trade receivables. A considerable amount
27
of judgment is required in assessing the ultimate realization of these
receivables including analysis of historical collection rates and the current
credit-worthiness of significant customers. Significant changes in required
reserves have been recorded in recent periods and may occur in the future due to
the current market conditions. When warranted, we write down inventory for
estimated excess or obsolete inventory equal to the difference between the cost
of inventory and the estimated market value based upon assumptions about future
demand and market conditions. If actual market conditions are less favorable
than those projected by management, additional inventory write-downs may be
required. In assessing the recoverability of our goodwill and other intangibles,
we must make assumptions regarding estimated future cash flows. If such
assumptions change in the future, we may be required to record impairment
charges for these assets not previously recorded. On January 1, 2002, we adopted
Statement of Financial Accounting Standard No. 142, "Goodwill and Other
Intangible Assets," and will be required to analyze our goodwill for impairment
issues during the first six months of 2002, and on an annual basis thereafter or
upon the occurrence of an impairment indicator. During the year ended December
31, 2001, we recorded a $25.4 million charge for impairment of long-lived assets
arising from our acquisitions made during 2000.
Results of Operations
The following table sets forth for the periods indicated certain
financial data as a percentage of revenue:
Percentage of Revenue
-----------------------------------------
Years Ended
December 31,
-----------------------------------------
2001 2000 1999
---- ---- ----
Revenue:
Subscriber...................................... 72.6% 61.5% 40.4%
Equipment....................................... 25.8 36.8 52.0
Other........................................... 1.6 1.7 7.6
-------- -------- -------
Total revenue............................... 100.0 100.0 100.0
Costs and expenses:
Cost of subscriber revenue...................... 57.9 51.9 148.3
Cost of equipment revenue....................... 53.0 43.9 60.4
Cost of network operations...................... 8.4 4.5 13.7
Sales and marketing............................. 63.2 258.1 120.2
General and administrative...................... 104.3 193.5 145.4
Research and development........................ 10.7 5.5 17.0
Depreciation and amortization................... 7.7 7.2 10.1
Amortization of intangibles..................... 47.2 52.2 --
Impairment of long-lived assets................. 65.3 -- --
Settlement costs................................ -- -- 10.9
--------- --------- -------
Total costs and expenses.................... 417.7 616.8 526.0
-------- -------- -----
Loss from operations........................ 317.7 516.8 426.0
Interest income...................................... 7.9 50.1 6.0
Income tax benefit................................... 1.5 -- --
-------- --------- -------
Net loss.................................... 308.3% 466.7% 420.0%
======== ======== =======
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000
Subscriber revenue. Subscriber revenue increased to $28.3 million for
the year ended December 31, 2001 from $8.5 million for the year ended December
31, 2000. The increase was primarily due to having a larger average subscriber
base in the year ended December 31, 2001 than in the year ended
28
December 31, 2000. Our subscriber base increased to 140,927 subscribers at
December 31, 2001 from 47,632 subscribers at December 31, 2000. A significant
portion of such new subscribers were enterprise customers. The sales cycle for
enterprise customers is longer than that for individual customers, which has
resulted in a decrease to our subscriber revenue growth rate. We expect the
number of our subscribers will increase primarily as a result of our continued
leveraging of strategic agreements. Our average monthly revenue per user, or
ARPU decreased to $25.02 for the year ended December 31, 2001 from $26.59 for
the year ended December 31, 2000. The decline in ARPU was due to an increase in
the number of new subscribers from the sale of our Go.Web value added services,
which generally have a lower monthly ARPU than our full-service offerings.
During 2001, we began charging our subscribers a per kilobyte fee for roaming.
Amounts billed to subscribers for roaming that have been recognized as revenue
have been insignificant to date.
Equipment revenue. Equipment revenue increased to $10.1 million for the
year ended December 31, 2001 from $5.1 million for the year ended December 31,
2000. This increase was primarily due to an increase in the number of the mobile
devices sold to an increased number of subscribers during the year ended
December 31, 2001 compared to the year ended December 31, 2000.
Other revenue. Other revenue increased to $618,000 for the year ended
December 31, 2001 from $242,000 for the year ended December 31, 2000. This
increase was primarily due to the November 2000 acquisition of Flash, resulting
in additional revenues from consulting services. We have not otherwise pursued
consulting projects and services, nor do we plan to in the future.
Cost of subscriber revenue. Cost of subscriber revenue increased to
$22.6 million for the year ended December 31, 2001 from $7.2 million for the
year ended December 31, 2000. This increase was due to an increase in our
subscriber base and the related increase in airtime usage, as well as higher
than anticipated roaming costs incurred, during the year ended December 31,
2001, as compared to the year ended December 31, 2000. Roaming costs were $6.5
million for the year ended December 31, 2001. These costs were partially offset
when we renegotiated certain contractual obligations resulting in a $1.9 million
one-time reduction of accruals for certain subscriber-related costs recorded in
prior periods. We expect roaming costs either to be recovered as we now bill our
subscribers for these costs or reduced as a result of our new pricing plans. We
expect the number of subscribers and related use of our services to increase,
which will result in increased costs of subscriber airtime.
Cost of equipment revenue. Cost of equipment revenue increased to $20.7
million for the year ended December 31, 2001 from $6.1 million for the year
ended December 31, 2000. This increase primarily was due to inventory related
charges of approximately $8.1 million as well as an increase in the number of
mobile devices sold during the year ended December 31, 2001 compared to the year
ended December 31, 2000. The inventory related charges primarily relate to
wireless modems supporting laptop and older PALM OS based models for which sales
were lower than expected and a charge for a lower of cost to market adjustment
related to other equipment which remained unsold.
Cost of network operations. Cost of network operations increased to
$3.3 million for the year ended December 31, 2001 from $623,000 for the year
ended December 31, 2000. This increase was due to the opening of our Wireless
Internet Connectivity Center in New York City during the fourth quarter 2000.
Sales and marketing. Sales and marketing expenses decreased to $24.7
million for the year ended December 31, 2001 from $35.8 million for the year
ended December 31, 2000. This decrease primarily was due to decreased
advertising costs paid to third parties of approximately $14.5 million,
partially offset by an increase in salaries and benefits for personnel
performing sales and marketing activities of approximately $3.1 million. We
expect sales and marketing expenses to decline further as we continue to
leverage our distribution relationships to further our sales and marketing
initiatives, as well as reducing costs as set forth in our 2002 operating plan.
General and administrative. General and administrative expenses
increased to $40.7 million for the year ended December 31, 2001 from $26.9
million for the year ended December 31, 2000. This increase primarily was due to
increased salaries and benefits for personnel performing business development
and general corporate activities of approximately $10.7 million, the outsourcing
of our customer and technical
29
support centers of approximately $4.2 million, increase in our bad debt expense
of approximately $3.8 million, increased facility costs of approximately $1.5
million, infrastructure buildout of approximately $2.7 million, which was
incrementally increased as a result of the acquisitions of Hotpaper and Flash
and was partially offset by a decrease of approximately $9.1 million in
stock-based compensation. We expect general and administrative expenses to
decline as a percentage of revenue as we complete certain phases of our
infrastructure buildout, as well as reducing costs as set forth in our 2002
operating plan.
Research and development. Research and development expense increased to
$4.2 million for the year ended December 31, 2001 from $762,000 for the year
ended December 31, 2000. This increase was primarily due to our continued
development and enhancement of our proprietary Go.Web technology. We expect
research and development expenses to decline as we utilize resources from our
recent purchase of OutBack to continue to develop and maintain our Go.Web
technology rather than using outside consultants.
Amortization of goodwill and other intangibles. Amortization of
goodwill and other intangibles increased for the year ended December 31, 2001 to
$18.4 million from $7.2 million for the year ended December 31, 2000. This was
primarily attributable to a full year of amortization of goodwill and other
intangibles arising from the acquisitions of Wynd, Hotpaper and Flash.
Impairment of long-lived assets. During the fourth quarter of 2001, we
identified indicators of possible impairment of our long-lived assets,
principally goodwill and other acquired intangible assets recorded upon the
acquisitions of Wynd, Hotpaper and Flash. Such indicators included the continued
deterioration in the business climate for wireless Internet service providers,
significant declines in the market values of our competitors in the wireless
Internet services industry, recent changes in our 2002 operating and cash flow
forecasts, and changes in our strategic plans for certain of our acquired
businesses. With the assistance of independent valuation experts, we performed
asset impairment tests and determined the fair value of the impaired long-lived
assets for the respective acquired entities. Fair value was determined primarily
using the discounted cash flow method. A write-down of goodwill and intangible
assets totaling $25.4 million was recorded during the fourth quarter of 2001,
reflecting the amount by which the carrying amount of the assets exceed their
respective fair values. The write-down consisted of $13.0 million for goodwill,
$12.4 million for other acquired intangible assets. In addition, a write-down of
property and equipment totaling $97,000 was recorded during the fourth quarter
of 2001.
Interest income, net. Interest income decreased to $3.1 million for the
year ended December 31, 2001 from $6.9 million for the year ended December 31,
2000. This decrease was primarily due to the use of cash to fund our losses from
operations and for infrastructure build out.
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999
Subscriber revenue. Subscriber revenue increased to $8.5 million for
the year ended December 31, 2000 from $1.1 million for the year ended December
31, 1999. The increase was primarily due to having a larger average subscriber
base in the year ended December 31, 2000 than in the year ended December 31,
1999 as a result of increased sales and marketing efforts and our acquisition of
Wynd. Our subscriber base increased to 47,632 subscribers at December 31, 2000
from 5,859 subscribers at December 31, 1999. The increase in subscriber revenue
was offset in part by lower average revenue per subscriber resulting primarily
from an increase in the number of new subscribers from the sale of our Go.Web
value added services, which generally have a lower monthly ARPU than our
full-service offerings.
Equipment revenue. Equipment revenue increased to $5.1 million for the
year ended December 31, 2000 from $1.4 million for the year ended December 31,
1999. This increase was primarily due to an increase in the number of the mobile
devices sold during the year ended December 31, 2000 compared to the year ended
December 31, 1999.
Other revenue. Other revenue increased to $242,000 for the year ended
December 31, 2000 from $207,000 for the year ended December 31, 1999. This
increase was primarily due to the acquisition of Flash, resulting in additional
revenues from consulting services.
30
Cost of subscriber revenue. Cost of subscriber revenue increased to
$7.2 million for the year ended December 31, 2000 from $4.1 million for the year
ended December 31, 1999. This increase was primarily due to an increase in our
subscriber base and a related increase in airtime usage during the year ended
December 31, 2000 compared to the year ended December 31, 1999. Our cost of
subscriber revenue consists primarily of wireless airtime costs. We achieved
positive gross margin for the year ended December 31, 2000 due to our placement
of subscribers in more favorable rate plans.
Cost of equipment revenue. Cost of equipment revenue increased to $6.1
million for the year ended December 31, 2000 from $1.6 million for the year
ended December 31, 1999. This increase was primarily due to an increase in the
number of mobile devices sold during the year ended December 31, 2000 compared
to the year ended December 31, 1999.
Cost of network operations. Cost of network operations increased to
$623,000 for the year ended December 31, 2000 from $375,000 for the year ended
December 31, 1999. This increase was due primarily to the opening of our
Wireless Internet Connectivity Center in New York City during the fourth quarter
2000.
Sales and marketing. Sales and marketing expenses increased to $35.8
million for the year ended December 31, 2000 from $3.3 million for the year
ended December 31, 1999. This increase was primarily due to increased
advertising costs paid to third parties of approximately $23.7 million,
increased salaries and benefits of approximately $2.2 million for the additional
personnel performing sales and marketing activities, non-cash stock-based
compensation of approximately $2.1 million and non-cash amortization of
approximately $1.1 million related to warrants issued in connection with certain
marketing and distribution agreements.
General and administrative. General and administrative expenses
increased to $26.9 million for the year ended December 31, 2000 from $4.0
million for the year ended December 31, 1999. This increase was primarily due to
the addition of salaries and benefits of $2.5 million for personnel performing
business development and general corporate activities, non-cash stock-based
compensation of $8.5 million, as well as incremental costs associated with the
operations of Wynd, Hotpaper and Flash, acquired during 2000.
Research and development. Research and development expense increased to
$762,000 for the year ended December 31, 2000 from $465,000 for the year ended
December 31, 1999.
Amortization of goodwill and other intangibles. Amortization of
goodwill and other intangibles amounted to $7.2 million for the year ended
December 31, 2000. This was a result of our acquisitions of Wynd, Hotpaper and
Flash.
Settlement costs. Settlement costs for the year ended December 31, 1999
represent the non-cash charge resulting from the settlement of our obligations
arising from claims by certain stockholders relating to the sale of equity
securities. Such settlement costs represent the fair value of options and
warrants issued to such stockholders. No such costs were incurred during 2000.
Interest income, net. Interest income increased to $6.9 million for the
year ended December 31, 2000 from $165,000 for the year ended December 31, 1999.
Such income was primarily due to increased cash balances as a result of our
initial public offering and private placement financings completed in 2000.
Liquidity and Capital Resources
Since our inception, we financed our operations through private
placements of our equity securities and our redeemable convertible preferred
stock, which resulted in aggregate net proceeds of approximately $18.4 million
through December 31, 1999. During the first quarter of 2000, we issued and sold
648,057 shares of Series B Preferred Stock for net proceeds of approximately
$24.6 million. In April 2000, we consummated our initial public offering of
10,000,000 shares of our common stock at a price to the public of $16.00 per
share, all of which were issued and sold for net proceeds of $146.2 million.
We have incurred significant operating losses since our inception and
as of December 31, 2001 have an accumulated deficit of $200.3 million. During
2001, we incurred a net loss of $120.3 million and used $68.5 million of cash to
fund operating activities. As of December 31, 2001 we had $35.0 million in cash
31
and cash equivalents ($24.2 million at March 31, 2002), exclusive of $1.4
million in restricted cash supporting certain letters of credit. In order to
reduce operating expenses, during 2001, we reduced the number of our employees
by outsourcing certain operating functions, modified certain of our pricing
strategies to recover the costs incurred for roaming, and, in certain instances,
suspended service to a limited number of subscribers contributing to excessive
roaming costs. Our 2002 operating plan includes further reductions in headcount
as well as significant reductions in sales and marketing expenditures and
capital expenditures from the levels incurred during 2001. As part of our 2002
operating plan, we expect to reduce headcount in sales and marketing as we
continue to leverage our distribution relationships. Additionally, we expect to
reduce headcount in general and administration as we complete certain phases of
our infrastructure buildout. We anticipate these headcount reductions will occur
during the second quarter 2002 and continue into the third quarter 2002. In the
event we are unable to achieve our plans, additional further reductions may be
required. We currently anticipate that our available cash resources will be
sufficient to fund our operating needs for at least the next 12 months.
Thereafter, we may require additional financing. We do, however, plan to raise
additional capital either through public or private equity or debt financing to
primarily finance the execution of our anticipated strategic initiatives. At
this time, we do not have any bank credit facility or other working capital
credit line under which we may borrow funds for working capital or other general
corporate purposes. In the event we need to raise additional funds, we may not
be able to do so on terms favorable to us, or at all. In the event we cannot
successfully execute our 2002 operating plan or raise adequate funds on
acceptable terms, we may not be able to continue to fund our operations.
Net cash used in operating activities was $68.5 million, $49.3 million
and $6.7 million for the years ended December 31, 2001, 2000 and 1999,
respectively. The principal use of cash in each of these periods was to fund our
losses from operations.
Net cash used in investing activities was $10.3 million, $13.5 million
and $643,000 for the years ended December 31, 2001, 2000 and 1999, respectively.
For the year ended December 31, 2001, we used cash in investment activities for
purchases of $9.2 million of property, equipment and leasehold improvements and
$1.0 million for the acquisitions of certain patents. For the years ended
December 31, 2000 and 1999, we used cash in investment activities for purchases
of property, equipment and leasehold improvements and acquisitions, including
Hotpaper and Flash. We expect capital expenditures to decrease since we have
substantially completed the development and implementation of our e-commerce and
billing systems.
Net cash used in financing activities was $649,000 for the year ended
December 31, 2001. Net cash provided by financing activities was $170.8 million
and $11.8 million for the years ended December 31, 2000 and 1999, respectively.
Cash provided by financing activities in each of these periods was primarily
attributable to proceeds from public and private equity offerings.
As of December 31, 2001, our principal commitments consisted of
obligations outstanding under operating leases. As of December 31, 2001, future
minimum payments for non-cancelable operating leases having terms in excess of
one year amounted to $12.8 million, of which $2.7 million is payable in 2002. In
addition, as of December 31, 2001, we had commitments to purchase $1.5 million
of inventory.
32
The following table summarizes our contractual obligations at December
31, 2001, and the effect such obligations are expected to have on our liquidity
and cash flow in future periods.
December 31, (In thousands) Total Less than 1 1-3 4-5 After 5
Year Year Year Year
Contractual Obligations:
Capital Lease Obligations ...... $ 1,172 $ 743 $ 427 $ 2 $ --
Operating Lease
Obligations.................. 12,822 2,736 3,568 2,848 3,670
------------------- -------------- ------------ ------------- --------------
Total Contractual Cash
Obligations.................. $ 13,994 $ 3,479 $3,995 $2,851 $ 3,670
=================== ============== ============ ============= ==============
Other Commercial Commitments:
Standby Letter of Credit........ $ 781 $ 175 $ 606 $ -- $ --
------------------- -------------- ------------ ------------- --------------
Inventory Purchases............. 1,500 1,500 -- -- --
------------------- -------------- ------------ ------------- --------------
Total Commercial
Commitments................. $ 2,281 $ 1,675 $ 606 $ -- $ --
=================== ============== ============ ============= ==============
We have entered into employment agreements with certain of our key
executives which provide for fixed compensation and bonuses based upon our
operating results. Our maximum aggregate cash liability under the agreements, if
we terminated these employees, is approximately $1.0 million at December 31,
2001. We are currently renegotiating the terms of the employment agreements with
our executive officers. Such negotiations may result in increased cash
liabilities under those agreements.
As of December 31, 2001, we had net operating loss carryforwards of
approximately $135.7 million for Federal income tax purposes that will expire
through 2020. The state tax benefit during 2001 of $578,000 is attributable to
our sale of certain state net operating loss carryforwards. For financial
reporting purposes, a valuation allowance has been recognized to offset the
deferred tax assets related to these carryforwards. Due to limitations imposed
by the Tax Reform Act of 1986, and as a result of a significant change in our
ownership in 1999, the utilization of net operating loss carryforwards that
arose prior to such ownership change is subject to an annual limitation of $1.4
million. In addition, we acquired additional operating losses through our
acquisitions of Wynd and Hotpaper. We believe that an ownership change has
occurred with respect to these entities. The effect of an ownership change would
be the imposition of an annual limitation on the use of net operating loss
carryforwards attributable to periods before such change. We have not performed
a detailed analysis to determine the amount of the potential limitations.
Recent Accounting Pronouncements
In May 2000, the EITF reached a consensus on EITF 00-14, "Accounting
for Certain Sales Incentives," which provides guidance on accounting for
discounts, coupons, rebates and free products, as well as the income statement
classification of these discounts, coupons, rebates and free products. EITF
00-14 was effective for us on April 1, 2001. The adoption of the consensus
resulted in the reclassification of certain sales incentives as a reduction of
subscriber revenues. All prior period results reflect such reclassification.
Prior to April 1, 2001, such incentives were recorded entirely as reductions to
equipment revenue. The adoption of this consensus had no impact on total
revenues or on net loss.
On July 20, 2001, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets". We are
required to adopt these pronouncements beginning January 1, 2002. SFAS No. 141
requires all business combinations initiated after September 30, 2001 to be
accounted for using the purchase method of accounting. The impact of adopting
SFAS No. 141 is not expected to be significant. SFAS No. 142 changes the
accounting for goodwill and other intangible assets. Goodwill will
33
no longer be subject to amortization over its estimated useful life. Rather,
goodwill will be subject to at least an annual assessment for impairment by
applying a fair-value-based test. All other acquired intangibles should be
separately recognized if the benefit of the intangible asset is obtained through
contractual or other legal rights, or if the intangible asset can be sold,
transferred, licensed, or exchanged, regardless of the acquirer's intent to do
so. Other intangibles will be amortized over their useful lives. We will apply
the new rules on accounting for goodwill and other intangible assets beginning
in the first quarter of 2002. Had we adopted the non-amortization provisions of
the SFAS No. 142 during 2001 it would have resulted in a decrease in the net
loss of approximately $18.4 million ($0.34 per diluted share). During the first
half of 2002, we will perform the first of the required impairment tests of
goodwill and indefinite lived intangible assets as of January 1, 2002. We do not
expect the impact of adopting the fair value based impairment test to have a
significant impact on our financial condition or results of operations.
On August 1, 2001, the FASB issued SFAS No. 144, "Accounting For
Impairment of Long Lived Assets". We are required to adopt this pronouncement
beginning January 1, 2002. SFAS No. 144 prescribes the accounting for
long-lived assets (excluding goodwill) to be disposed of by sale. SFAS No. 144
retains the requirement of SFAS No. 121 to measure long-lived asset classified
as held for sale at the lower of its carrying value or fair market value less
the cost to sell. Therefore, discontinued operations are no longer measured on
a net realizable basis, and future operating results are no longer recognized
before they occur. The impact of adopting SFAS No. 144 is not expected to be
significant.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We believe that we have limited exposure to financial market risks,
including changes in interest rates. At December 31, 2001, all of our available
excess funds are cash or cash equivalents. The value of our cash and cash
equivalents is not materially affected by changes in interest rates. A
hypothetical change in interest rates of 1.0% would result in an annual change
in net loss of approximately $0.4 million based on cash and cash equivalent
balances at December 31, 2001. We currently hold no derivative instruments and
do not earn foreign-source income.
Item 8. Financial Statements and Supplementary Data.
The financial statements and the notes thereto which contain
supplementary data required to be filed pursuant to this Item 8 are appended to
this Annual Report on Form 10-K. A list of the financial statements filed
herewith is found at "Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K".
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
34
PART III
Item 10. Directors and Executive Officers.
All information relating to our directors, nominees for election as
directors and executive officers may be found under the headings "Election of
Directors", "Executive Officers" and "Section 16(a) Beneficial Reporting
Compliance" in our definitive proxy statement for the 2002 Annual Meeting of
Stockholders and is incorporated herein by reference to such proxy statement.
Item 11. Executive Compensation.
The discussion under the heading "Executive Compensation" in our
definitive proxy statement for the 2002 Annual Meeting of Stockholders is
incorporated herein by reference to such proxy statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The discussion under the heading "Security Ownership of Certain
Beneficial Owners and Management" in our definitive proxy statement for the 2002
Annual Meeting of Stockholders is incorporated herein by reference to such proxy
statement.
Item 13. Certain Relationships and Related Transactions.
The discussion under the heading "Certain Relationships and Related
Transactions" in our definitive proxy statement for the 2002 Annual Meeting of
Stockholders is incorporated herein by reference to such proxy statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) (1) Consolidated Financial Statements.
Reference is made to the Index to Consolidated Financial
Statements and Financial Statement Schedule on Page F-1.
(2) Consolidated Financial Statement Schedule.
Reference is made to the Index to Consolidated Financial
Statements and Financial Statement Schedule on Page F-1.
All other schedules have been omitted because the required
information is not present or is not present in amounts sufficient
to require submission of the schedule, or because the information
required is included in the Consolidated Financial Statements or
Notes thereto.
(3) Exhibits.
Reference is made to the Exhibit Index on Page 50.
(b) Reports on Form 8-K.
Not applicable.
35
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized this 12th day of April,
2002.
GOAMERICA, INC.
By: /s/ Aaron Dobrinsky
---------------------
Aaron Dobrinsky,
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
- -------------------------------------------- -------------------------------- --------------
/s/ Aaron Dobrinsky Chairman of the Board and Chief April 12, 2002
- -------------------------------------------- Executive Officer (Principal
Aaron Dobrinsky Executive Officer)
/s/ Francis J. Elenio Chief Financial Officer, Treasurer April 12, 2002
- -------------------------------------------- and Secretary (Principal Financial
Francis J. Elenio and Accounting Officer)
/s/ Joseph Korb President and Director April 12, 2002
- --------------------------------------------
Joseph Korb
/s/ Robi Blumenstein Director April 12, 2002
- --------------------------------------------
Robi Blumenstein
Director
- --------------------------------------------
Adam Dell
/s/ Alan Docter Director April 12, 2002
- --------------------------------------------
Alan Docter
/s/ Mark Kristoff Director April 12, 2002
- --------------------------------------------
Mark Kristoff
/s/ Brian D. Bailey Director April 12, 2002
- --------------------------------------------
Brian D. Bailey
36
EXHIBIT INDEX**
Exhibit No. Description of Exhibit
- ---------- ----------------------
2.1(a) Merger Agreement and Plan of Reorganization, dated as of June
13, 2000, by and among GoAmerica, Inc., GoAmerica Acquisition
I Corp., Wynd Communications Corporation and, as to certain
sections, the existing shareholders of Wynd Communications
Corporation.
2.2(b) Agreement and Plan of Merger, dated as of August 11, 2000, by
and among GoAmerica, Inc., GoAmerica Acquisition II Corp. and
Hotpaper.com, Inc.
2.3(c) Asset Purchase Agreement, dated as of October 31, 2000, by and
among GoAmerica, Inc., GoAmerica Communications Corp., Flash
Creative Management, Inc. and the shareholders of Flash
Creative Management, Inc. listed on Annex I thereto.
2.4(d) Merger Agreement and Plan of Reorganization, dated as of
November 13, 2001, by and among GoAmerica, Inc., GoAmerica
Acquisition III Corp., OutBack Resource Group, Inc. and
certain shareholders thereof.
3.1(e) Amended and Restated Certificate of Incorporation, as filed
with the Secretary of State of the State of Delaware on May 8,
2000.
3.2(f) By-laws.
4.1(g) Warrant to Purchase Common Stock of GoAmerica, Inc. issued to
Research In Motion Limited by GoAmerica, Inc. on August 31,
2000.
4.2(g) Warrant to Purchase Common Stock of GoAmerica, Inc. issued to
Dell Ventures, L.P. by GoAmerica, Inc. on November 14, 2000
4.3(g) Warrant to Purchase Common Stock of GoAmerica, Inc. issued to
Sony Electronics, Inc. by GoAmerica, Inc. on January 1, 2001.
4.4(d) Form of Warrant to Purchase Common Stock of GoAmerica, Inc.
issued to former shareholders of OutBack Resource Group, Inc.
on November 13, 2001.
10.1(f) CDPD Value Added Reseller Agreement by and between GoAmerica
and AT&T Wireless Data, Inc., dated May 6, 1997, as amended.
10.2+(f) AirBridge Packet Service Agreement by and between GoAmerica
and Bell Atlantic NYNEX Mobile, Inc. (now Verizon Wireless),
dated May 13, 1997, as amended.
10.3+(f) Value Added Reseller Agreement by and between GoAmerica and
BellSouth Wireless Data L.P. (now Cingular Interactive, L.P.),
dated August 31, 1999.
10.4+(f) Reseller Agreement for Messaging Services by and between
GoAmerica and ARDIS Company, dated August 25, 1999.
10.5(f) Form of Invention Assignment and Non-Disclosure Agreement by
and between GoAmerica and its employees.
10.6(f) Form of Indemnification Agreement by and between GoAmerica and
each of its directors and executive officers.
10.7(f) Employment Agreement by and between GoAmerica and Aaron
Dobrinsky, dated as of December 31, 1999.
10.8(f) Employment Agreement by and between GoAmerica and Joseph Korb,
dated as of December 31, 1999.
10.9(f) Employment Agreement by and between GoAmerica and Francis
Elenio, dated as of December 31, 1999.
37
Exhibit No. Description of Exhibit
- ---------- ----------------------
10.10(f) Employment Agreement by and between GoAmerica and Jesse Odom,
dated as of December 31, 1999.
10.11(f) GoAmerica Communications Corp. 1999 Stock Option Plan.
10.12(f) GoAmerica, Inc. 1999 Stock Plan.
10.13(f) GoAmerica, Inc. Employee Stock Purchase Plan.
10.14(f) Lease Agreement by and between GoAmerica and Continental
Investors, L.P., dated August 7, 1996, as amended.
10.15(f) Facilities Maintenance Agreement by and between GoAmerica and
Data General, a division of EMC Corporation, dated December
13, 1999.
10.16(f) Registration Rights Agreement, dated October 15, 1996, by and
between GoAmerica Communications Corp. and the Investors set
forth therein.
10.17(f) Registration Rights Agreement, dated June 25, 1999, by and
between GoAmerica Communications Corp. and CIBC WMV Inc. and
other investors.
10.18(f) Registration Rights Agreement, dated January 28, 2000, by and
between GoAmerica, Inc., Dell USA L.P., Carousel Capital
Partners, L.P., Forstmann Little & Co. Equity Partnership-VI,
L.P. and Impact Venture Partners, L.P.
10.19(a) Registration Rights Agreement, dated June 28, 2000, by and
between GoAmerica, Inc. and the existing shareholders of Wynd
Communications Corporation.
10.20(b) Registration Rights Agreement, dated August 31, 2000, by and
between GoAmerica, Inc. and the existing stockholders of
Hotpaper.com, Inc.
10.21(a) Escrow Agreement, dated as of June 28, 2000, by and among
GoAmerica, Inc., the existing shareholders of Wynd
Communications Corporation and American Stock Transfer & Trust
Company.
10.22(b) Escrow Agreement, dated as of August 31, 2000, by and among
GoAmerica, Inc., the existing stockholders of Hotpaper.com,
Inc. and American Stock Transfer & Trust Company.
10.23(c) Escrow Agreement, dated as of November 7, 2000, by and among
GoAmerica, Inc., Flash Creative Management, Inc., the
shareholders of Flash Creative Management, Inc. listed on
Schedule A thereto and American Stock Transfer & Trust
Company.
10.24(g)+ Strategic Alliance Marketing Agreement by and between
GoAmerica, Inc. and Research in Motion Limited, dated July 1,
2000.
10.25(g)+ Service Agreement by and between GoAmerica Communications
Corp. and Rogers Wireless, Inc., dated July 26, 2000.
10.26(g)+ Channel Partner Agreement by and between GoAmerica and
Metricom, Inc., dated September 1, 2000,
10.27(g)+ Amendment to the September 1, 2000 Channel Partner Agreement
by and between GoAmerica and Metricom, Inc., dated September
1, 2000.
10.28(g)+ Supply Agreement by and between GoAmerica and Sierra Wireless
Data, Inc., dated November 28, 2000.
10.29(g)+ Amending Agreement to the November 28, 2000 Supply Agreement
by and between GoAmerica and Sierra Wireless Data, Inc., dated
December 29, 2000.
38
Exhibit No. Description of Exhibit
- ---------- ----------------------
10.30(g)+ Service Agreement by and between GoAmerica and Personal
Network Solutions Company, a division of Sony Electronics
Inc., dated October 1, 2000.
10.31(g)+ Letter Amendment to the May 6, 1997 CDPD Value Added Reseller
Agreement by and between GoAmerica and AT&T Wireless Data,
Inc., dated January 31, 2001.
10.32(g)+ Amendment No. 1 to the May 13, 1997 Airbridge Packet Service
Agreement by and between GoAmerica and Bell Atlantic Mobile
(now Verizon Wireless), dated January 7, 2000.
10.33(g)+ Amendment No. 2 to the May 13, 1997 Airbridge Packet Service
Agreement by and between GoAmerica and Bell Atlantic Mobile
(now Verizon Wireless), dated March 6, 2000.
10.34(g)+ Amendment No. 3 to the May 13, 1997 Airbridge Packet Service
Agreement by and between GoAmerica and Bell Atlantic Mobile
(now Verizon Wireless), dated February 13, 2001.
10.35(g)+ Amendment No. 1 to the August 31, 1999 Value Added Reseller
Agreement by and between GoAmerica and BellSouth Wireless Data
L.P. (now Cingular Interactive, L.P.), dated March 9, 2000.
10.36(g)+ Amendment No. 2 to the August 31, 1999 Value Added Reseller
Agreement by and between GoAmerica and BellSouth Wireless Data
L.P. (now Cingular Interactive, L.P.), dated March 21, 2000.
10.37(g) Employment Agreement by and between GoAmerica and David
Blumenthal, dated as of November 1, 2000.
10.38(g) Employment Agreement by and between GoAmerica and Yair Alan
Griver, dated as of November 1, 2000.
10.39(g) Third Amendment to the August 7, 1996 Lease Agreement by and
between GoAmerica and Continental Investors, L.P., dated
December 1, 1999.
10.40(g) Fifth Amendment to the August 7, 1996 Lease Agreement by and
between GoAmerica and Continental Investors, L.P., dated
August 22, 2000, and entered into by and between GoAmerica and
Stellar Continental LLC, the successor landlord.
10.41(g) Amendment to the December 13, 1999 Facilities Maintenance
Agreement by and between GoAmerica and Data General, a
division of EMC Corporation, dated March 14, 2001.
10.42(g) Registration Rights Agreement, dated November 14, 2000, by and
between GoAmerica, Inc. and Dell Ventures, L.P.
10.43(g) Registration Rights Agreement, dated January 1, 2001, by and
between GoAmerica, Inc. and Sony Electronics, Inc.
10.44(h)+ Service Provider Agreement by and between GoAmerica, Inc. and
Research In Motion Limited, effective May 1, 2000.
10.45(h)+ Amendment to the Service Provider Agreement, effective May 1,
2000, by and between GoAmerica, Inc. and Research In Motion
Limited, dated August 31, 2000.
10.46(i)+ Amendment to Supply Agreement by and between GoAmerica and
Sierra Wireless Data, Inc., dated June 29, 2001.
10.47(d) Employment Agreement by and between GoAmerica, Inc. and Daniel
R. Luis, dated as of July 1, 2001.
39
Exhibit No. Description of Exhibit
- ---------- ----------------------
10.48(d)+ Termination Agreement and Mutual Releases, by and between
GoAmerica, Telecordia Technologies, Inc., Geoworks Corporation
and others, dated October 9, 2001.
10.49(d) Escrow Agreement, dated as of November 13, 2001, by and among
GoAmerica, Inc., the shareholders of OutBack Resource Group,
Inc. and American Stock Transfer & Trust Company.
21.1* List of subsidiaries of GoAmerica, Inc.
23.1* Consent of Ernst & Young LLP.
- -----------------
+ Confidential treatment has been requested and granted (subject to
applicable renewals) for a portion of this Exhibit. Confidential
materials have been omitted and filed separately with the Securities
and Exchange Commission.
(a) Incorporated by reference to GoAmerica's Current Report on Form 8-K
(File Number 000-29359) filed with the Securities and Exchange
Commission on July 13, 2000.
(b) Incorporated by reference to GoAmerica's Current Report on Form 8-K
(File Number 000-29359) filed with the Securities and Exchange
Commission on September 15, 2000.
(c) Incorporated by reference to GoAmerica's Current Report on Form 8-K
(File Number 000-29359) filed with the Securities and Exchange
Commission on November 21, 2000.
(d) Incorporated by reference to GoAmerica's Quarterly Report on Form 10-Q
(File Number 000-29359 filed with the Securities and Exchange
Commission on November 14, 2001.
(e) Incorporated by reference to GoAmerica's Quarterly Report on Form 10-Q
(File Number 000-29359) filed with the Securities and Exchange
Commission on August 7, 2000.
(f) Incorporated by reference to GoAmerica's Registration Statement on Form
S-1 (File Number 333-94801) which became effective on April 6, 2000.
(g) Incorporated by reference to GoAmerica's Annual Report on Form 10-K
(File Number 000-29359) filed with the Securities and Exchange
Commission on April 2, 2001.
(h) Incorporated by reference to GoAmerica's Quarterly Report on Form-10-Q
(File Number 000-29359) filed with the Securities and Exchange
Commission on May 11, 2001.
(i) Incorporated by reference to GoAmerica's Quarterly Report on Form 10-Q
(File Number 000-29359) filed with the Securities and Exchange
Commission on August 14, 2001.
* Filed herewith.
** Certain schedules and exhibits to the documents listed in this index
are not being filed herewith or have not been previously filed because
we believe that the information contained therein is not material. Upon
request therefor, we agree to furnish supplementally a copy of any
schedule or exhibit to the Securities and Exchange Commission.
40
GOAMERICA, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
Page
----
Report of Independent Auditors.................................................................... F-2
Consolidated Balance Sheets as of December 31, 2001 and 2000...................................... F-3
Consolidated Statements of Operations for the years ended December 31, 2001,
2000 and 1999................................................................................... F-4
Consolidated Statements of Stockholders' Equity (Deficit) for the years ended
December 31, 2001, 2000 and 1999 ............................................................... F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2001,
2000 and 1999 .................................................................................. F-6
Notes to Consolidated Financial Statements........................................................ F-8
Financial Statement Schedule:
Valuation and Qualifying Accounts and Reserves for the years ended
December 31, 2001, 2000 and 1999............................................................. II-1
All other schedules have been omitted because the required information is
not present or is not present in amounts sufficient to require submission
of the schedule, or because the information required is included in the
Consolidated Financial Statements or Notes thereto.
F-1
Report of Independent Auditors
The Board of Directors and Stockholders
GoAmerica, Inc.
We have audited the accompanying consolidated balance sheets of
GoAmerica, Inc. as of December 31, 2001 and 2000, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for each
of the three years in the period ended December 31, 2001. Our audits also
included the financial statement schedule as listed in the index at Item 14(a).
These financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
GoAmerica, Inc. as of December 31, 2001 and 2000, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly, in all material respects, the information set forth
therein.
/s/ Ernst & Young LLP
MetroPark, New Jersey
March 26, 2002
F-2
GOAMERICA, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31,
----------------------------------
Assets 2001 2000
------------------ -------------
Current assets:
Cash and cash equivalents......................................... $ 34,977 $ 114,411
Accounts receivable, less allowance for doubtful accounts of $2,675
in 2001 and $388 in 2000....................................... 8,672 5,017
Merchandise inventories, net...................................... 7,967 14,021
Prepaid expenses and other current assets......................... 2,373 5,802
------------ -------------
Total current assets................................................. 53,989 139,251
Restricted cash...................................................... 1,396 738
Property, equipment and leasehold improvements, net.................. 14,158 6,902
Trade names, net of accumulated amortization of $3,282 in 2001
and $1,101 in 2000 ................................................ 1,290 9,798
Other intangible assets, net of accumulated amortization of $4,595
in 2001 and $1,421 in 2000, respectively .......................... 1,660 10,180
Goodwill, net of accumulated amortization of $17,485 in 2001 and
$4,691 in 2000 .................................................... 14,593 40,103
Other assets......................................................... 699 774
------------ -------------
Total assets......................................................... $ 87,785 $ 207,746
============ =============
Liabilities, Redeemable Convertible Preferred Stock and
Stockholders' Equity
Current liabilities:
Accounts payable.................................................. $ 9,676 $ 9,935
Accrued expenses.................................................. 7,565 13,089
Deferred revenue.................................................. 2,805 2,182
Other current liabilities......................................... 651 515
------------ -------------
Total current liabilities............................................ 20,697 25,721
Other long term liabilities.......................................... 675 495
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; authorized: 4,351,943 in 2001
and 2000; issued and outstanding: none in 2001 and 2000,
respectively................................................... -- --
Common stock, $.01 par value; authorized: 200,000,000 in 2001
and 2000; issued and outstanding: 53,709,803 in 2001 and
53,128,715 in 2000, respectively .............................. 537 531
Additional paid-in capital........................................ 269,053 268,849
Deferred employee compensation.................................... (2,842) (7,786)
Accumulated deficit............................................... (200,335) (80,064)
------------ -------------
Total stockholders' equity .......................................... 66,413 181,530
------------ -------------
Total liabilities, redeemable convertible preferred stock and
stockholders' equity.............................................. $ 87,785 $ 207,746
============ =============
See accompanying notes.
F-3
GOAMERICA, INC.
Consolidated Statements of operations
(In thousands, except share and per share data)
Years ended December 31,
-------------------------------------------------
2001 2000 1999
--------------- ------------ -----------
Revenues:
Subscriber............................................ $ 28,308 $ 8,535 $ 1,104
Equipment............................................. 10,088 5,097 1,420
Other................................................. 618 242 207
----------- ----------- -----------
39,014 13,874 2,731
Costs and Expenses:
Cost of subscriber revenue............................ 22,578 7,194 4,051
Cost of equipment revenue............................. 20,665 6,090 1,648
Cost of network operations............................ 3,264 623 375
Sales and marketing................................... 24,700 35,807 3,283
General and administrative............................ 40,685 26,853 3,970
Research and development.............................. 4,174 762 465
Depreciation and amortization......................... 2,987 994 275
Amortization of goodwill and other intangibles........ 18,398 7,247 --
Impairment of long-lived assets....................... 25,511 -- --
Settlement costs...................................... -- -- 297
----------- ----------- -----------
162,962 85,570 14,364
----------- ----------- -----------
Loss from operations....................................... (123,948) (71,696) (11,633)
Interest income, net.................................. 3,099 6,944 165
----------- ----------- -----------
Net loss before benefit from income taxes.................. $ (120,849) $ (64,752) $ (11,468)
Income tax benefit.................................... 578 -- --
----------- ----------- -----------
Net loss................................................... $ (120,271) $ (64,752) $ (11,468)
Beneficial conversion feature and accretion of redemption
value of mandatorily redeemable convertible preferred
stock................................................. -- (30,547) (10,463)
----------- ----------- -----------
Net loss applicable to common stockholders................. $ (120,271) $ (95,299) $ (21,931)
=========== =========== ===========
Basic net loss per share applicable to common stockholders. $ (2.27) $ (2.19) $ (1.02)
=========== =========== ===========
Diluted net loss per share applicable to common stockholders $ (2.25) $ (2.18) $ (1.00)
=========== =========== ===========
Weighted average shares used in computation of basic net
loss per share applicable to common stockholders..... 53,027,209 43,426,493 21,590,259
Weighted average shares used in computation of diluted net
loss per share applicable to common stockholders...... 53,353,958 43,677,912 22,025,283
See accompanying notes.
F-4
GOAMERICA, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(In thousands, except share data)
Common Stock Total stock-
--------------------- Additional Deferred holders'
Number paid-in employee Accumulated equity/
of shares Amount capital compensation deficit (deficit)
--------- ------ ------- ------------ ------- ---------
Balance at December 31, 1998......... 21,327,776 $ 213 $ 5,855 $ -- $ (3,844) $ 2,224
Sale of common stock............. 1,875,416 19 1,999 -- -- 2,018
Issuance of common stock upon
exercise of warrants ......... 483,992 5 (4) -- -- 1
Non-cash capital contribution by
principal shareholders in
connection with settlement
agreements ................... -- -- 149 -- -- 149
Issuance of warrants to purchase
common stock in connection
with settlement agreements ... -- -- 149 -- -- 149
Deferred employee compensation... -- -- 7,799 (7,799) -- --
Amortization of deferred employee
compensation ................. -- -- -- 732 -- 732
Beneficial conversion feature and
accretion of redemption value
of redeemable convertible
preferred stock .............. -- -- (10,463) -- -- (10,463)
Net loss......................... -- -- -- -- (11,468) (11,468)
---------- ------- --------- -------- --------- ----------
Balance at December 31, 1999 ........ 23,687,184 237 5,484 (7,067) (15,312) (16,658)
Sale of common stock............. 10,000,000 100 146,119 -- -- 146,219
Issuance of common stock pursuant
to:
exercise of employee stock
options and warrants ...... 318,252 3 3,261 (3,088) -- 176
exercise of warrants.......... 219,865 3 2 -- -- 5
compensation for financing.... 243,266 2 3,647 -- -- 3,649
purchase of businesses........ 5,437,388 54 53,281 -- -- 53,335
Beneficial conversion feature
and accretion of redemption
value of redeemable
convertible preferred
stock......................... -- -- (30,547) -- -- (30,547)
Issuance of common stock upon
conversion of preferred
stock ........................ 13,222,760 132 72,158 -- -- 72,290
Conversion of options of acquired
businesses.................... -- -- 4,657 (520) -- 4,137
Deferred employee compensation... -- -- 8,456 (8,456) -- --
Amortization of deferred employee
compensation.................. -- -- -- 11,345 -- 11,345
Issuance of warrant in exchange for
marketing services............ -- -- 2,331 -- -- 2,331
Net loss......................... -- -- -- -- (64,752) (64,752)
---------- ------- --------- -------- --------- ----------
Balance at December 31, 2000 ........ 53,128,715 531 268,849 (7,786) (80,064) 181,530
Issuance of common stock pursuant
to:
exercise of employee stock
options ................... 369,642 4 267 -- -- 271
exercise of warrants.......... 130,450 1 (1) -- -- --
purchase of businesses........ 134,996 1 147 -- -- 148
Purchase of treasury stock....... (54,000) -- (49) -- -- (49)
Adjustment to deferred employee
compensation for terminations. -- -- (973) 973 -- --
Amortization of deferred employee
compensation.................. -- -- -- 3,971 -- 3,971
Issuance of warrant in exchange for
marketing services............ -- -- 813 -- -- 813
Net loss......................... -- -- -- -- (120,271) (120,271)
---------- ------- --------- -------- --------- ----------
Balance at December 31, 2001......... 53,709,803 $ 537 $ 269,053 $ (2,842) $(200,335) $ 66,413
========== ======= ========= ======== ========= ==========
See accompanying notes.
F-5
GOAMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Years ended December 31,
----------------------------------------------------
2001 2000 1999
----------- -------------- -------------
Operating activities
Net loss........................................................ $ (120,271) $ (64,752) $ (11,468)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization............................... 21,385 8,241 275
Impairment of long-lived assets............................. 25,511 -- --
Increase in provision for losses on accounts receivable..... 4,197 728 215
Non-cash employee compensation.............................. 3,971 11,345 732
Non-cash settlement costs................................... -- -- 297
Deferred rent............................................... 64 102 139
Non-cash marketing expense.................................. 2,086 1,058 --
Other non-cash charges...................................... 254 256 --
Changes in operating assets and liabilities:
Increase in accounts receivable.......................... (7,852) (4,703) (558)
Decrease (increase) in inventory......................... 6,054 (13,345) (523)
Decrease (increase) in prepaid expenses and other assets. 1,320 (6,400) (433)
(Decrease) increase in accounts payable.................. (259) 4,844 3,672
(Decrease) increase in accrued expenses and other current
liabilities .......................................... (5,582) 11,202 857
Increase in deferred income.............................. 623 2,118 50
---------- ----------- -----------
Net cash used in operating activities........................... (68,499) (49,306) (6,745)
========== =========== ===========
Investing activities
Purchase of property, equipment and leasehold improvements...... (9,159) (5,499) (387)
Purchase of patents............................................. (1,000) -- --
Acquisition of businesses, net of cash acquired................. (127) (7,659) --
Other assets.................................................... -- (300) (256)
---------- ----------- -----------
Net cash used in investing activities........................... (10,286) (13,458) (643)
========== =========== ===========
Financing activities
Issuance of common stock, net of related expenses............... 271 146,400 2,019
Issuance of preferred stock, net of related expenses............ -- 24,637 10,292
Purchase of treasury stock...................................... (49) -- --
Deferred financing costs........................................ -- -- (511)
Payments made on capital lease obligations...................... (871) (206) (29)
---------- ----------- -----------
Net cash (used) provided by financing activities................ (649) 170,831 11,771
---------- ----------- -----------
(Decrease) increase in cash and cash equivalents................ (79,434) 108,067 4,383
Cash and cash equivalents at beginning of period................ 114,411 6,344 1,961
---------- ----------- -----------
Cash and cash equivalents at end of period...................... $ 34,977 $ 114,411 $ 6,344
========== =========== ===========
Supplemental disclosure of cash flow information:
Interest paid.............................................. $ 169 $ 34 $ 5
Non-cash investing and financing activities:
Acquisition of equipment through capital leases............ 1,182 615 187
Issuance of common stock purchase warrants in exchange for
sales and marketing services............................ 765 2,857 --
F-6
GOAMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In thousands, except share and per share data)
Years ended December 31,
---------------------------------------------------------
2001 2000 1999
------------------- ------------------- -----------------
Non-cash investing and financing activities (continued):
Purchase of businesses, net of cash acquired:
Working capital surplus (deficit), net of cash acquired ..... $40 $(2,886) --
Property, equipment and leasehold improvements............... 1 822 --
Goodwill..................................................... 152 44,794 --
Trade names.................................................. -- 10,900 --
Other intangibles............................................ -- 11,600 --
Other assets................................................. -- 33 --
Non-current liabilities...................................... -- (131) --
Common stock, options and warrants issued.................... 148 57,472 --
See accompanying notes.
F-7
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
1. Description of Business
GoAmerica, Inc. (the "Company") offers wireless access to the Internet
and corporate intranet systems to customers located in the United States. The
Company has formed strategic relationships with wireless carriers, software
providers, and hardware manufacturers who provide the mobile computer user
wireless communications, services and devices that complement the Company's
services. The Company also distributes wireless communication devices,
principally to customers of its wireless services.
The Company operates in a highly competitive environment subject to
rapid technological change and emergence of new technology. Although management
believes its services are transferable to emerging technologies, rapid changes
in technology could have an adverse financial impact on the Company.
The Company is highly dependent on third-party providers for wireless
communication services.
The Company has incurred significant operating losses since its
inception and as of December 31, 2001 has an accumulated deficit of $200,335.
During 2001, the Company incurred a net loss of $120,271 and used $68,499 of
cash to fund operating activities. As of December 31, 2001 the Company has
$34,977 in cash and cash equivalents ($24,200 at March 31, 2002, unaudited),
exclusive of $1,396 in restricted cash supporting certain letters of credit. In
order to reduce operating expenses, during 2001, the Company reduced the number
of its employees by outsourcing certain operating functions, modified certain of
its pricing strategies to recover the costs incurred for roaming, and, in
certain instances, suspended service to a limited number of subscribers
contributing to excessive roaming costs. Management's 2002 operating plan
includes further reductions in headcount as well as significant reductions in
sales and marketing expenditures and capital expenditures from the levels
incurred during 2001. In the event Management is unable to achieve its plans,
additional further reductions may be required. The Company intends to raise
additional capital either through public or private equity or debt financing to
primarily finance the execution of the Company's anticipated strategic
initiatives. There can be no assurance that the Company will achieve its 2002
operating plan or raise additional funds on acceptable terms.
On December 31, 1999, the stockholders of GoAmerica Communications
Corp., the predecessor to GoAmerica, Inc., exchanged all of the outstanding
common and Series A Preferred shares of GoAmerica Communications Corp. for the
same number of shares of similar securities of GoAmerica, Inc., and as a result,
GoAmerica Communications Corp. became a wholly-owned subsidiary of GoAmerica,
Inc. All outstanding options and warrants of GoAmerica Communications Corp. were
exchanged into similar securities of GoAmerica, Inc. Prior to December 31, 1999,
GoAmerica, Inc. had no operations, assets or liabilities. This corporate
reorganization was accounted for as an exchange of shares between entities under
common control and no changes were made to the historical cost basis of
GoAmerica Communications Corp.'s net assets.
Basis of Consolidation
The consolidated financial statements include the accounts of
GoAmerica, Inc. and its wholly-owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
2. Significant Accounting Policies
Cash Equivalents
Cash equivalents consist of highly liquid investments with a maturity
of three months or less when purchased.
F-8
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements, and the reported amounts of
certain expenses during the reporting periods. Actual results could differ from
those estimates. Significant estimates that affect the financial statements
include, but are not limited to: collectibility of accounts receivable,
amortization periods and recoverability of inventory and long-lived assets.
Merchandise Inventories
Merchandise inventories, principally wireless devices, are stated at
the lower of cost (first-in, first-out) basis or market. The inventory of the
Company is subject to rapid technological changes which could have an adverse
impact on its realization in future periods. In addition, there are a limited
number of suppliers of the Company's inventory. Inventories are recorded net of
a reserve for excess and obsolete merchandise.
Property, Equipment and Leasehold Improvements
Property, equipment and leasehold improvements are stated at cost.
Depreciation is provided on the straight-line method over the estimated useful
lives of the related assets ranging from two to seven years. Expenditures for
maintenance and repairs are charged to expense as incurred.
Computer Software Developed or Obtained For Internal Use
All direct internal and external costs incurred in connection with the
application development stage of software for internal use are capitalized. All
other costs associated with internal use software are expensed when incurred.
Amounts capitalized are included in property, equipment and leasehold
improvements and are amortized on a straight-line basis over three years
beginning when such assets are placed in service.
Intangibles
Goodwill, trade names and other intangibles arise from acquisitions.
Goodwill has been amortized over periods principally ranging from 3 to 4 years,
using a straight-line method. Trade names are amortized over 5 years, using a
straight-line method. Other intangibles, which include developed technology,
assembled work force and customer lists, have been amortized over periods
principally ranging from 3 to 4 years, using the straight-line method.
Intangibles are periodically reviewed to assess recoverability from future
operations when events and circumstances indicate that the undiscounted cash
flows estimated to be generated by these assets is less than the carrying
amounts of those assets. To the extent carrying values exceed fair values, an
impairment loss is recognized in operating results.
Revenue and Deferred Revenue
The Company derives subscriber revenue from the provision of wireless
communication services. Subscriber revenue consists of monthly charges for
access and usage and is recognized as the service is provided. Roaming fees
billed to customers are recognized upon collection. Also included in subscriber
revenue are one-time non-refundable activation fees. To the extent such fees
exceed the related costs, they are deferred and recognized ratably over the life
of the related service contracts generally six months or twelve months.
Equipment revenue is recognized upon shipment and transfer of title to the end
user. The Company provides mobile devices to its customers at prices below its
costs as incentives for customers to enter into service agreements. Such
incentives are recorded as a reduction to subscriber and equipment revenue, at
the time of sale, allocated based upon the relative fair value of the equipment
and services provided as determined by their list selling prices. Sales into
retail channels, where a right of return exists, are deferred and recognized at
the time such equipment is sold to the end consumer. Consulting revenue,
included in other revenue, is recognized as the related services are provided.
F-9
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Cost of Revenues
Cost of subscriber revenue consists principally of airtime costs
charged by carriers. Cost of equipment revenue consists of the cost of equipment
sold.
Income Taxes
Deferred income taxes are determined using the liability method. Under
this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.
Advertising Costs
Advertising costs are expensed as incurred. During 2001, 2000 and 1999,
advertising expense was approximately $4,900, $19,500 and $1,100, respectively.
Research and Development Costs
Research and development costs are expensed as incurred.
Stock-Based Employee Compensation
The Company accounts for employee stock-based compensation in
accordance with Accounting Principles Board (APB) Opinion No. 25, "Accounting
for Stock Issued to Employees", using an intrinsic value approach to measure
compensation expense, if any. Appropriate disclosures using a fair value based
method, as required by Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123"), are also reflected
in the accompanying notes to the financial statements. Options issued to
non-employees are accounted for in accordance with SFAS 123 and Emerging Issues
Task Force ("EITF") Issue No. 96-18, "Accounting for Equity Instruments That Are
Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods and Services", using a fair value approach.
Net Loss Available for Common Stockholders
Net loss available for common stockholders represents net loss
increased by accretion of the redeemable preferred stock to redemption value and
an amount representing beneficial conversion features on preferred stock.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a
concentration of credit risk consist of cash and cash equivalents and accounts
receivable. The Company maintains a significant portion of its cash and cash
equivalents with two financial institutions. The Company performs periodic
credit evaluations of its customers but generally does not require collateral.
The Company maintains an allowance for doubtful accounts for estimated
losses resulting from the inability of its customers to make required payments.
If the financial condition of the Company's customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional
allowances may be required.
The Company estimates the amount of allowance for doubtful accounts
required to reduce accounts receivable to expected net realizable value by
reviewing the status of significant past-due receivables and analyzing
historical bad debt trends.
Fair Value of Financial Instruments
The carrying amounts of the Company's financial instruments, which
include cash and cash equivalents, accounts receivable, accounts payable and
accrued expenses approximate their fair values.
F-10
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Segment Information
In June 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information," which establishes standards for the way that a public enterprise
reports information about operating segments in annual financial statements and
requires that those enterprises report selected information about operating
segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The Company operates in a single segment.
The chief operating decision maker allocates resources and assesses the
performance associated with wireless services, and related equipment sales on a
single segment basis. Consulting services are not a material component of the
Company's business.
Reclassifications
The Company has reclassified certain prior year information to conform
with current year presentation. Effective January 1, 2001, the Company began
reporting cost of network operations as a separate cost component in the
statements of operations. Costs included are facility lease and related employee
salaries and benefits. Previously, these costs were reported as a component of
general and administrative expenses. All prior period results reflect such
reclassification.
Recent Accounting Pronouncements
In May 2000, the EITF reached a consensus on EITF 00-14, "Accounting
for Certain Sales Incentives," which provides guidance on accounting for
discounts, coupons, rebates and free products, as well as the income statement
classification of these discounts, coupons, rebates and free products. EITF
00-14 was effective for the Company on April 1, 2001. The adoption of the
consensus resulted in the reclassification of certain sales incentives as a
reduction of subscriber revenues. All prior period results reflect such
reclassification. Prior to April 1, 2001, such incentives were recorded entirely
as reductions to equipment revenue. The adoption of this consensus had no impact
on total revenues or on net loss.
On July 20, 2001, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets". The
Company is required to adopt these pronouncements beginning January 1, 2002.
SFAS No. 141 requires all business combinations initiated after September 30,
2001 to be accounted for using the purchase method of accounting. The impact of
adopting SFAS No. 141 is not expected to be significant. SFAS No. 142 changes
the accounting for goodwill and other intangible assets. Goodwill will no longer
be subject to amortization over its estimated useful life. Rather, goodwill will
be subject to at least an annual assessment for impairment by applying a
fair-value-based test. All other acquired intangibles should be separately
recognized if the benefit of the intangible asset is obtained through
contractual or other legal rights, or if the intangible asset can be sold,
transferred, licensed, or exchanged, regardless of the acquirer's intent to do
so. Other intangibles will be amortized over their useful lives. The Company
will apply the new rules on accounting for goodwill and other intangible assets
beginning in the first quarter of 2002. Had the Company adopted during 2001 the
non-amortization provisions of the SFAS No. 142 it would have resulted in a
decrease in the net loss of approximately $18,400 ($0.34 per diluted share).
During the first half of 2002, the Company will perform the first of the
required impairment tests of goodwill and indefinite lived intangible assets as
of January 1, 2002. The Company does not expect the impact of adopting the fair
value based impairment test to have a significant impact on the Company's
financial condition or results of operations.
On August 1, 2001, the FASB issued SFAS No. 144, "Accounting For
Impairment of Long Lived Assets". The Company is required to adopt this
pronouncement beginning January 1, 2002. SFAS No. 144 prescribes the accounting
for long-lived assets (excluding goodwill) to be disposed of by sale. SFAS No.
144 retains the requirement of SFAS No. 121 to measure long-lived asset
classified as held for sale at the
F-11
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
lower of its carrying value or fair market value less the cost to sell.
Therefore, discontinued operations are no longer measured on a net realizable
basis, and future operating results are no longer recognized before they occur.
The impact of adopting SFAS No. 144 is not expected to be significant.
3. Acquisitions
2001 Acquisition:
On November 13, 2001, the Company acquired OutBack Resource Group,
Inc., a software development company. The acquisition was accounted for under
the purchase method of accounting, and accordingly, the purchase price has been
allocated to the assets acquired and liabilities assumed based upon estimates of
fair market values at the date of acquisition. The total purchase price of
approximately $148 included the issuance of 134,996 shares of common stock
valued at $0.96 per share and warrants issued at the date of acquisition with an
estimated fair market value of approximately $19 to purchase an aggregate of
67,500 shares of the Company's common stock at an exercise price of $3.00 per
share which may be exercised immediately and expire three years from the date
thereof.
2000 Acquisitions:
The Company acquired three companies during 2000. Payment of the
aggregate purchase price for these acquisitions of approximately $65,700
consisted of (i) 5,437,388 shares of the Company's common stock at a
weighted-average value of $9.81 per share (based on the average closing prices
of the common stock on the date of announcement of each acquisition); (ii)
$7,659 in cash (net of cash acquired of $484) including merger related costs and
$2,000 held in escrow; (iii) the conversion of options to purchase 559,373
shares of common stock the vested portion of which were valued at approximately
$4,100 as of the date of acquisition. These acquisitions were accounted for
under the purchase method of accounting, and accordingly, the purchase price has
been allocated to the assets acquired and liabilities assumed based upon
estimates of fair market values at the dates of acquisition. The results of
operations of the acquired businesses are included in the consolidated results
of operations of the Company from their respective dates of acquisition. The
excess of the purchase price over the fair value of the acquired net assets
aggregating approximately $44,800 has been recorded as goodwill and is being
amortized on a straight-line basis over useful lives ranging from three to four
years. The 2000 acquisitions are further described below.
On June 28, 2000, the Company acquired Wynd Communications Corporation
("Wynd"), a provider of wireless telecommunications services for the hearing
impaired. The total purchase price of approximately $44,000 included the
issuance of 3,964,975 shares of common stock valued at approximately $39,500
($9.96 per share) and the payment of approximately $469 in merger related costs.
Under the terms of the merger agreement, 396,498 shares of the common stock
issued were held in escrow for a period of one year from the acquisition date.
In addition, outstanding options to acquire Wynd shares were converted into
options to purchase, at a weighted average exercise price of $1.61 per share,
477,722 shares of the Company's common stock. Options vested at the date of
acquisition with an estimated fair market value of approximately $4,000 were
included in the determination of the total purchase price. Based upon an
independent valuation report, the Company has recorded identified intangible
assets including trade names, developed technology, assembled work force and
customer lists aggregating approximately $19,500. The cost of the acquisition
exceeded the fair value of the acquired net assets by approximately $25,800
which has been recorded as goodwill and is being amortized on a straight-line
basis over 4 years.
On August 31, 2000, the Company acquired Hotpaper.com, Inc.
("Hotpaper"), a provider of Web-based document automation software,
infrastructure and content. The total purchase price of approximately $10,100
included the issuance of 1,006,111 shares of common stock, valued at
approximately $8,800 ($8.75 per share), cash consideration of $750 and
approximately $356 in merger related costs. Under the terms of the merger
agreement, 100,612 shares of the common stock issued were held in escrow for a
period of one year from the acquisition date. In addition, outstanding options
to acquire Hotpaper shares were converted into options to purchase, at a
weighted average exercise price of $0.59
F-12
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
per share, 81,651 shares of the Company's common stock. Options vested at the
date of acquisition with an estimated fair market value of approximately $147
were included in the determination of the total purchase price. Based upon an
independent valuation report, the Company recorded identified intangible assets
including developed technology and assembled work force aggregating
approximately $3,000. The cost of the acquisition exceeded the fair value of the
acquired net assets by approximately $7,000 which has been recorded as goodwill
and is being amortized on a straight-line basis over 3 years.
On November 7, 2000, the Company acquired certain assets and assumed
certain liabilities of Flash Creative Management, Inc. ("Flash"), a provider of
consulting services to business customers in the areas of business improvement,
strategy and redesign and in software development and integration. The total
purchase price of approximately $11,600 included the issuance of 466,302 shares
of common stock valued at $5,000 ($10.81 per share), cash consideration of
$6,000 and approximately $568 in merger related costs. Under the terms of the
purchase agreement, payment of $2,000 of the cash consideration was deferred for
a period of one year from the acquisition date and 69,945 shares of the common
stock issued were held in escrow for a period of one year from the acquisition
date. The cost of the acquisition exceeded the fair market value of the acquired
net assets by approximately $11,100 which has been recorded as goodwill and is
being amortized on a straight-line basis over 3 years.
The following unaudited pro forma summary presents the combined results
of operations as if the 2000 acquisitions described above had occurred as of
January 1, 2000, and does not purport to be indicative of the results that would
have occurred had the transactions been completed as of that date or of results
that may occur in the future. The OutBack acquisition has been excluded as the
pro forma impact of such acquisition was not significant.
Year ended
December 31,
2000
---------------------------
Net revenues........................................... $ 18,637
Net loss applicable to common stockholders............. (111,463)
Net loss per share-basic............................... (2.39)
Net loss per share-diluted............................. (2.39)
4. Impairment of Long-lived Assets
During the fourth quarter of 2001, the Company identified indicators of
possible impairment of its long-lived assets, principally goodwill and other
acquired intangible assets recorded upon the acquisitions of Wynd, Hotpaper and
Flash. Such indicators included the continued deterioration in the business
climate for wireless Internet service providers, significant declines in the
market values of the Company's competitors in the wireless Internet services
industry, recent changes in the Company's 2002 operating and cash flow
forecasts, and changes in our strategic plans for certain of our acquired
businesses.
The Company performed asset impairment tests by acquired entity. The
tests were performed by comparing the expected undiscounted cash flows for each
entity, to the carrying amount of its goodwill and other intangible assets and
long-lived assets. Based on the results of these tests, the Company determined
that goodwill and other intangible assets initially recorded in connection with
these acquisitions were impaired.
With the assistance of independent valuation experts, the Company
determined the fair value of the impaired long-lived assets for the respective
acquired entities. Fair value was determined primarily using the discounted cash
flow method. A write-down of goodwill and intangible assets totaling $25,414 was
recorded during the fourth quarter of 2001, reflecting the amount by which the
carrying amount of the assets exceed their respective fair values. The
write-down consisted of $12,991 for goodwill and $12,423 for other acquired
intangible assets. In addition, a write-down of property and equipment totaling
$97 was recorded during the fourth quarter of 2001. No write-downs of goodwill
or other acquired intangible assets were recorded during 2000 and 1999.
F-13
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
5. Supplemental Balance Sheet Information
Merchandise inventories:
During 2001, the Company recorded a write-down of approximately $3,500
in order to reflect inventory at the lower of cost or market. The write-down
primarily relates to wireless modems supporting laptop and older PALM OS based
models for which sales were lower than expected and a charge for a lower of cost
to market adjustment related to other equipment which remained unsold.
Additionally, during 2001 the Company recorded reserves for excess inventory
quantities of approximately $4,600. As of December 31, 2001, the Company has
remaining reserves for excess inventory quantities of approximately $4,740.
Property, equipment and leasehold improvements:
Property, equipment and leasehold improvements consists of the
following:
December 31,
-------------------------------------------------
2001 2000
------------------------ -------------------
Furniture, fixtures and equipment............................. $ 2,882 $ 1,188
Computer equipment and software............................... 15,255 6,978
Leasehold improvements........................................ 421 149
------------------------ -------------------
18,558 8,315
Less accumulated depreciation and amortization................ (4,400) (1,413)
------------------------ -------------------
$ 14,158 $ 6,902
======================== ===================
At December 31, 2001 and 2000, the Company leased equipment, furniture
and fixtures with a cost basis of $2,169 and $987, respectively, which is
included in property, equipment and leasehold improvements. Accumulated
amortization on leased equipment was $488 and $90 at December 31, 2001 and 2000,
respectively.
Accrued expenses:
Accrued expenses consisted of the following:
December 31,
------------------------------------------------
2001 2000
------------------------ ------------------
Carrier services.............................................. $ 1,313 $ 2,925
Inventory purchases........................................... 31 2,885
Employee compensation......................................... 1,558 2,086
Deferred purchase price - Flash............................... -- 2,000
Marketing expenses............................................ 592 1,844
Professional fees............................................. 1,680 840
Equipment and leasehold improvement purchases................. 1,775 101
Dealer commissions............................................ 221 --
Other......................................................... 395 408
------------------------ ------------------
$ 7,565 $ 13,089
======================== ==================
6. Commitments and Contingencies
The Company leases office facilities under operating leases which
expire at various dates through 2010. The Company has the option to renew
certain leases for an additional five year period.
F-14
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
The Company is obligated under capital leases for computer and office
equipment that expire at various dates through December 2005 with interest
ranging from 9.85% to 14.9%. Future minimum capital lease payments and future
minimum lease payments relating to office space under noncancelable operating
leases as of December 31, 2001 are as follows:
Capital
Leases Operating Leases
----------- ------------------
Year ended December 31,
2002....................................................................... $743 $2,736
2003....................................................................... 383 1,986
2004....................................................................... 44 1,582
2005....................................................................... 2 1,446
2006....................................................................... -- 1,402
Thereafter................................................................. -- 3,670
---------- -------------------
Total minimum lease payments............................................... 1,172 $12,822
===================
Less amount representing interest.......................................... (169)
----------
Present value of net minimum capital lease payments........................ 1,003
Less current portion of capital lease obligations.......................... (651)
----------
Obligations under capital lease, net of current portion.................... $352
==========
During 2001, 2000 and 1999 total rent expense was approximately $3,730,
$1,992 and $287, respectively.
At December 31, 2001, standby letters of credit totaling approximately
$781 were outstanding as security deposits on certain facility leases. Such
letters of credit expire on various dates through December 2002. As of December
31, 2001, $815 of cash held in the Company's bank accounts is restricted to
secure these letters of credit. In addition, at December 31, 2001, the Company
had a $581 in reserve accounts as it relates to its credit card processor.
At December 31, 2001, the Company had commitments to purchase $1,500 of
inventory.
During 2001 and 2000, the Company entered into employment agreements
with certain of its key executives which provide for fixed compensation and
bonuses based upon the Company's operating results, as defined. These agreements
generally continue until terminated by the employee or the Company and, under
certain circumstances, provide for salary continuance for a specified period.
The Company's maximum aggregate liability under the agreements, if these
employees were terminated by the Company, is approximately $1,000 at December
31, 2001.
During 1999, the Company became a defendant in litigation involving its
use of certain computer software. On April 22, 1999, the Company entered into a
settlement agreement under which it paid $170 during 1999 and 2000 to settle all
claims. The Company recorded a charge to operating results as a result of the
settlement during 1999.
On October 9, 2001, the Company entered into a termination agreement
with Geoworks Corporation, Telcordia Technologies, Inc. and David Rein under
which it paid $1,750 which related to the purchase of certain patent licenses
from Geoworks, the settlement of all accrued royalties, and other costs and fees
associated with the early termination of the Settlement Agreement and Mutual
Releases between the parties. As a result, the Company recorded an intangible
asset of $1,000 representing the value of the patent licenses purchased with the
balance charged to expense in 2001. The patent licenses are being amortized over
a period of one year.
F-15
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
7. Benefit Plan
The Company has established a defined contribution plan under Section
401(k) of the Internal Revenue Code which provides for voluntary employee
contributions of up to 15 percent of compensation for employees meeting certain
eligibility requirements. The Company does not contribute to the plan.
8. Redeemable Convertible Preferred Stock
On June 25, 1999, the Company sold 7,500 shares of Series A Redeemable
Convertible Preferred Stock ("Series A Preferred Stock") to various investors at
a purchase price of $1,000 per share, the estimated fair value at such date,
resulting in net proceeds of approximately $7,335. On August 30, 1999, the
Company sold an additional 2,500 shares of Series A Preferred Stock to various
investors at a purchase price of $1,000 per share, the estimated fair value at
such date, resulting in net proceeds of approximately $2,457. During November
1999, the Company sold an additional 500 shares of Series A Preferred Stock. The
purchase price of such shares was $1,000 per share, resulting in net proceeds of
$500. The Company recorded an adjustment to net loss applicable to common
stockholders of approximately $500 relating to the beneficial conversion feature
inherent in the November 1999 issuance. This amount was determined based upon
the excess of the estimated fair value of the Company's common stock into which
the Series A Preferred Stock was immediately convertible less the initial
conversion price of $1.31 per share and in accordance with EITF No. 98-5,
"Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios" limited to the amount of proceeds
received for the 500 shares of Series A Preferred Stock.
Each share of Series A Preferred Stock had a liquidation value of
$1,000 per share and was convertible into shares of common stock at an initial
conversion price of $1.31 per share, subject to adjustments, under certain
circumstances. On December 9, 1999, the Company's Board of Directors adopted a
resolution which provided for the conversion of the Series A Preferred Stock
into common stock upon the consummation of the Company's initial public
offering. To the extent not previously converted, upon the five year anniversary
of the issuance of the Series A Preferred Stock, a stockholder had the right to
request the Company to redeem any or all shares of Series A Preferred Stock held
at their then fair market value, as defined.
The Series A Preferred Stock paid no dividends; however, such
stockholders were entitled to participate in the event dividends are paid to the
holders of the Company's common stock.
The holders of the Series A Preferred Stock voted together with all
other classes of stock on all actions taken by the stockholders of the Company
as a single class. Each holder of Series A Preferred Stock was entitled to that
number of votes such holder would be entitled to if the holder had converted the
shares of Series A Preferred Stock into shares of common stock.
The holders of the Series A Preferred Stock had registration rights
under an agreement dated June 25, 1999 which provided for the registration of
common stock held by such stockholders within the periods specified by such
agreements.
The holders of the Series A Preferred Stock had anti-dilution rights
granted pursuant to an agreement dated August 30, 1999 which allowed such
stockholders to purchase additional securities of the Company upon the issuance
or sale of certain equity instruments, as defined.
In January 2000, the Company sold 648,057 shares of its Series B
Redeemable Convertible Preferred Stock ("Series B Preferred Stock") for
aggregate net proceeds of approximately $24,637. Each share of the Series B
Preferred Stock had a liquidation value of $40.12 per share and was convertible
at any time at the option of the holder into eight shares of common stock,
subject to adjustments, under certain circumstances. The Series B Preferred
Stock was subject to automatic conversion upon the completion by the Company of
a qualified initial public offering, as defined, of its common stock. To the
extent not converted, commencing August 30, 2004 a holder of Series B Preferred
Stock had the right to require the
F-16
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Company to redeem any or all of the shares of
Series B Preferred Stock held at their then fair market value, as defined. The
Series B Preferred Stock paid no dividends; however, such stockholders were
entitled to participate in the event dividends were paid on the Company's common
and preferred stock. The Series B Preferred Stock had voting and registration
rights similar to those of the Company's Series A Preferred Stock. In connection
with the sale of the Series B Preferred Stock, the Company paid to its financial
advisors certain cash consideration and issued approximately 243,266 shares of
its common stock. Based on the beneficial conversion terms of the Series B
Preferred Stock, assuming an initial public offering price of $15.00 per share
the Company recorded an adjustment to net loss applicable to common stockholders
for approximately $21,000 at the date of issuance as a beneficial conversion in
accordance with EITF 98-5.
9. Stockholders' Equity
In connection with the sale of certain equity securities, the Company
entered into agreements with such stockholders which provided certain rights,
including the right to purchase additional equity securities to maintain their
respective proportionate ownership in the event of subsequent equity issuances
by the Company and certain registration rights in the event the Company was to
complete a qualified initial public offering, as defined.
During 1998, in conjunction with the sale of certain shares of its
common stock, the Company issued to the purchasers warrants to purchase an
aggregate of 891,792 additional shares of the Company's common stock. Exercise
prices under the warrants range from $1.23 per share to $1.93 per share. The
warrants were exercisable at the date of issue and expire at various dates
through January 2003. As of December 31, 2001, 438,416 of these warrants remain
outstanding.
In connection with certain equity financings during 1998, two of the
Company's principal shareholders issued to an existing investor in the Company,
warrants to purchase 408,160 currently outstanding shares of the Company's
common stock owned by the principal shareholders at an exercise price of $0.92
per share. Such warrants were exercisable at the date of grant and expire on
February 6, 2003. As of December 31, 2001, none of these warrants remain
outstanding.
During May 1999, the Company issued to certain stockholders warrants to
purchase 113,976 shares of the Company's common stock at a price of $0.00125 per
share. These warrants were issued to settle the Company's obligations based upon
claims by certain stockholders arising from the sale of certain common stock.
Also, as part of this settlement, two of the Company's principal stockholders
issued options to purchase 113,848 currently outstanding shares of the Company's
common stock owned by the principal stockholders at an exercise price of
$0.00125 per share. As a result of these agreements and the related warrant and
option issuances by both the Company and the principal stockholders, the Company
recorded a non-cash charge of $297 during 1999 based on the estimated fair value
of the warrants and options on the date of issuance. Such fair value was
determined to equal the fair value of the underlying common stock. The options
issued by the principal stockholders have been accounted for as a capital
contribution.
In connection with the issuance of certain shares of its common stock
during 1998, the Company agreed to issue additional shares in the event certain
subscriber levels were not achieved. To satisfy its obligation, in May 1999, the
Company issued warrants to purchase 435,024 shares of its common stock at a
price of $0.00125 per share.
The warrants and options described in the two immediately preceding
paragraphs were exercisable at the date of grant and were exercised as of
December 31, 2000.
During the fourth quarter of 1999, the Company sold an additional
1,871,008 shares of its common stock to certain existing common stockholders in
connection with the exercise of anti-dilution rights granted to them upon their
initial purchase of common stock. The net proceeds to the Company were
approximately $1,882.
F-17
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
On April 12, 2000, the Company consummated an initial public offering
of 10,000,000 shares of its common stock at a price to the public of $16.00 per
share, all of which shares were issued and sold by the Company. Upon closing of
the initial public offering, all issued and outstanding shares of Series A
Preferred Stock and Series B Preferred Stock were converted to shares of common
stock.
On August 31, 2000, the Company granted Research in Motion Limited, a
supplier of wireless devices and related software, a warrant to purchase 333,000
shares of the Company's common stock at $16.00 per share as partial
consideration for certain obligations pursuant to certain marketing and
strategic alliance agreements. The warrant is exercisable one year after the
date of grant and expires in three years. As of December 31, 2000, the warrant
had an estimated fair market value of approximately $526 of which approximately
$281 was recognized by the Company during 2000 as sales and marketing expense.
During 2001, $233 was recognized by the Company as a reduction to sales and
marketing expense, as a result of the remeasurement of the fair value of this
warrant. Such warrant remains outstanding as of December 31, 2001.
On November 14, 2000, the Company granted Dell Ventures, L.P., an
affiliate of Dell Products, a warrant to purchase 563,864 shares of the
Company's common stock at a price of $16.00 per share as partial consideration
for certain obligations pursuant to a product distribution agreement. This
warrant was immediately exercisable at the date of grant and expires in three
years. The warrant had an estimated fair market value at the date of grant of
approximately $2,300 of which approximately $1,500 and $777 was recognized by
the Company during 2001 and 2000, respectively, as sales and marketing expense.
Such warrant remains outstanding as of December 31, 2001.
During January 2001, the Company entered into a service agreement with
Sony Electronics Inc. with an initial term of one year. In conjunction with the
agreement, the Company issued a warrant to purchase 500,000 shares of the
Company's common stock at a price of $16.00 per share. Such warrant was
exercisable at the date of grant and has a three year term. The agreement also
requires the Company to provide up to $3,500 of marketing funds. During 2001,
the Company incurred a non-cash sales and marketing charge of $765 as a result
of the issuance. Such warrant remains outstanding as of December 31, 2001.
As of December 31, 2001, the Company had reserved shares of common
stock for issuance as follows:
Exercise of common stock options.......................... 11,998,357
Exercise of common stock purchase warrants................ 1,902,780
Employee stock purchase plan.............................. 4,000,000
10. Stock Option Plans and Other Stock-Based Compensation
On August 3, 1999, the Company adopted the GoAmerica Communications
Corp. 1999 Stock Option Plan. This plan provided for the granting of awards to
purchase shares of common stock. No further options will be made under the
GoAmerica Communications Corp. 1999 Stock Option Plan.
In December 1999, the Company's Board of Directors adopted the
GoAmerica, Inc. 1999 Stock Plan (the "Plan") as a successor plan to the
GoAmerica Communications Corp. 1999 Stock Option Plan, pursuant to which
4,800,000 additional shares of the Company's common stock have been reserved for
issuance to selected employees, non-employee directors and consultants. In May
2001, the Company's shareholders approved an increase in the maximum number of
shares issuable under the Plan from 4,800,000 to 10,624,743 shares.
Under the terms of the Plan, a committee of the Company's Board of
Directors may grant options to purchase shares of the Company's common stock to
employees and consultants of the Company at such prices as may be determined by
the committee. The Plan provides for award grants in the form of incentive stock
options and non-qualified stock options. Options granted under the Plan
generally vest annually over 4 years and expire after 10 years.
F-18
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
The following table summarizes activity on a combined basis for the
plans during 2001 and 2000:
Number of Weighted-Average
Options Exercise Price
------- --------------
Outstanding at January 1, 1999............................................ -- $ --
Granted................................................................... 2,440,008 0.92
Cancelled................................................................. -- --
----------
Outstanding at December 31, 1999.......................................... 2,440,008 0.92
Granted................................................................... 3,581,523 8.34
Exercised................................................................. (125,277) 1.41
Cancelled................................................................. (150,700) 11.81
----------
Outstanding at December 31, 2000.......................................... 5,745,554 5.26
Granted................................................................... 1,095,310 1.78
Exercised................................................................. (369,642) 0.73
Cancelled................................................................. (376,067) 8.51
----------
Outstanding at December 31, 2001.......................................... 6,095,155 4.70
==========
Exercisable at December 31, 2001.......................................... 3,354,112 3.56
==========
Exercisable at December 31, 2000.......................................... 1,859,278 1.84
==========
Exercisable at December 31, 1999.......................................... 856,000 0.95
==========
Available for grant at December 31, 2001.................................. 5,903,202 --
==========
The following table summarizes information about fixed price stock
options outstanding at December 31, 2001:
Outstanding Exercisable
-------------------------------------------------- -----------------------------------
Weighted- Weighted-
Range of Weighted- Average Average
Exercise Number Average Remaining Number Exercise
Prices Outstanding Exercise Price Contractual Life Exercisable Price
- ------------------- ----------- ----------------- ---------------- ----------- -----------------
$0.25 100,000 $0.25 7.6 years 46,667 $0.25
0.45--0.56 1,007,476 0.56 7.0 years 790,248 0.56
0.71--1.06 627,253 1.03 7.6 years 397,240 1.06
1.31--1.96 773,943 1.36 8.5 years 318,130 1.32
2.03--2.44 1,042,181 2.08 8.9 years 567,085 2.11
5.02--7.50 1,578,200 6.04 8.4 years 942,883 5.44
7.97--8.27 98,852 7.97 8.7 years 24,713 7.97
15.00--16.00 867,250 15.38 8.2 years 267,146 15.48
For certain options granted during 2000 and 1999, the Company has
recorded pursuant to APB No. 25 approximately $8,457 and $7,799 of deferred
compensation expense representing the difference between the exercise price and
the market value of the common stock on the date of grant. These amounts are
being amortized over the vesting period of each option and amounted to
approximately $3,971, $8,258 and $732 during the years ended December 31, 2001,
2000 and 1999, respectively.
During 1996, the Company granted an employee a warrant to purchase up
to 320,000 shares of the Company's common stock at $0.44 per share, an amount in
excess of the estimated fair value at the date of grant. During 2000, the
warrant was exercised on a cashless basis in accordance with the terms of the
F-19
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
original agreement resulting in the issuance of 192,975 shares of common stock.
As a result, the Company recorded a compensation charge of approximately $4,980
representing the difference between the exercise price and the market value of
the common stock as of the date of exercise.
The following table discloses, for the year ended December 31, 2001,
2000 and 1999, the number of options granted and certain weighted-average
information:
Year ended December 31,
--------------------------------------------------------------------------------------------------------------
2001 2000 1999
---------------------------------- --------------------------------- ---------------------------------
Number Fair Exercise Number Fair Exercise Number Fair Exercise
of Options Value Price of Options Value Price of Options Value Price
---------- ----- ----- ---------- ----- ----- ---------- ----- -----
Exercise price
greater than
market price...... -- $ -- $ -- 37,000 $2.97 $16.00 160,000 $ -- $2.24
Exercise price
equals market
price............. 1,095,310 1.08 1.78 2,137,150 7.32 11.08 288,000 0.22 1.31
Exercise price
less than market
price............. -- -- -- 1,407,373 10.64 3.60 1,992,000 4.04 0.76
Pro forma information regarding net income and earnings per share is
required by SFAS 123, and has been determined as if the Company had accounted
for its employee stock options under the fair value method of SFAS 123. The fair
value for these options was estimated at the date of grant using the
Black-Scholes option pricing model with the following assumptions for 2001, 2000
and 1999: weighted-average risk-free interest rate of 5.86%, 6.20% and 6.11%
respectively; expected volatility of 0.80; no dividends; and a weighted-average
expected life of the options of 4.0 years, 4.2 years and 3.0 years,
respectively. There were no options granted prior to August 1999.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows:
Year ended December 31,
---------------------------------------------------------
2001 2000 1999
------------------- --------------- -----------------
Pro forma net loss applicable to common stockholders..... $ (125,846) $ (99,280) $(2,044)
Pro forma loss per share - basic......................... (2.37) (2.29) (1.02)
Pro forma loss per share - diluted....................... (2.36) (2.27) (1.00)
In December 1999, the Company's Board of Directors adopted the Employee
Stock Purchase Plan effective upon the Company's initial public offering of its
common stock which was completed on April 12, 2000. The Company initially
reserved 4,000,000 shares of common stock for issuance under the plan. There
were no shares sold pursuant to the plan.
F-20
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
11. Income Taxes
Significant components of the Company's deferred tax assets and
liabilities are as follows:
Year ended December 31,
---------------------------------
2001 2000
--------------- ------------
Deferred tax assets:
Net operating loss carryforward..................................... $ 53,545 $ 27,752
Deferred compensation............................................... 6,877 5,659
Reserves and accruals............................................... 2,814 164
Amortization of Goodwill............................................ 3,900 182
Other............................................................... 2,614 1,481
Less valuation allowance................................................ (68,887) (27,227)
--------------- ------------
Deferred tax assets..................................................... 863 8,011
Deferred tax liabilities:
Intangible assets................................................... (863) (8,011)
Property, equipment and leasehold improvements...................... -- --
--------------- ------------
Net deferred tax assets................................................. $ -- $ --
=============== ============
A reconciliation setting forth the differences between the effective
tax rate of the Company and the U.S. statutory rate is as follows:
Year ended December 31,
-----------------------------------------------------
2001 2000 1999
-------------- ------------- -------------
Statutory federal income tax (benefit) at 34%............... $ (41,089) $ (22,016) $ (3,855)
State income tax (benefit), net of federal benefit.......... (3,752) (3,597) (680)
Non-deductible expenses, primarily impairment of goodwill... 2,603 1,425 --
Increase in valuation allowance............................. 41,660 24,188 4,535
---------- -------- --------
Total....................................................... (578) $ -- $ --
========== ======== ========
The current state tax benefit in 2001 of $578 is attributable to the
Company's sale of certain state net operating loss carryforwards.
At December 31, 2001, the Company had a federal and state net operating
loss ("NOL") carryforward of approximately $135,700 and $127,000, respectively.
The federal NOL carryforwards expire beginning in 2011 and state NOL's beginning
in 2003. The Tax Reform Act of 1986 enacted a complex set of rules limiting the
potential utilization of net operating loss and tax credit carryforwards in
periods following a corporate "ownership change." In general, for federal income
tax purposes, an ownership change is deemed to occur if the percentage of stock
of a loss corporation owned (actually, constructively and, in some cases,
deemed) by one or more "5% shareholders" has increased by more than 50
percentage points over the lowest percentage of such stock owned during a
three-year testing period. During 1999, such a change in ownership occurred. As
a result of the change, the Company's ability to utilize certain of its net
operating loss carryforwards will be limited to approximately $1,400 of taxable
income, per year. In addition, the Company acquired additional net operating
losses through its acquisitions of Wynd and Hotpaper. The Company believes that
an ownership change has occurred with respect to these entities. The effect of
an ownership change would be the imposition of an annual limitation on the use
of net operating loss carryforwards attributable to periods before the change.
The Company has not performed a detailed analysis to determine the amount of the
potential limitations.
F-21
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
12. Earnings (Loss) Per share
The Company computes net loss per share under the provisions of SFAS
No. 128, "Earnings per Share" (SFAS 128), and SEC Staff Accounting Bulletin No.
98 (SAB 98).
Under the provisions of SFAS 128 and SAB 98, basic and diluted net loss
per share is computed by dividing the net loss available to common stockholders
for the period by the weighted-average number of shares of common stock
outstanding during the period. The calculation of diluted net loss per share
excludes potential common shares if the effect is antidilutive. Basic earnings
per share is computed by dividing income or loss applicable to common
stockholders by the weighted-average number of shares of common stock
outstanding during the period. The weighted average number of shares utilized in
arriving at basic earnings per share reflect an adjustment for 326,749 and
245,356 common shares for the years ended December 31, 2001 and 2000,
respectively, for shares held in escrow as a result of the 2001 and 2000
acquisitions. Diluted earnings per share is determined in the same manner as
basic earnings per share except that the number of shares is increased assuming
exercise of dilutive stock options and warrants using the treasury stock method.
The weighted average number of shares utilized in arriving at diluted earnings
per share presented reflect adjustments for 6,063 and 435,024 common shares in
each of the years ended December 31, 2000 and 1999, respectively, issuable
pursuant to warrants which were previously issued for nominal consideration. As
the Company had a net loss, the impact of the assumed exercise of the stock
options, warrants and the assumed preferred stock conversion is anti-dilutive
and as such, these amounts (except for warrants as issued for nominal
consideration) have been excluded from the calculation of diluted earnings per
share.
13. Subsequent Events
On February 15, 2002, Eagle Truck Lines Inc. (a/k/a AirEagle, Inc.)
filed suit against the Company in the Superior Court of the State of California
for the County of Los Angeles seeking payment in an amount not less than $590,
plus damages, expenses, interest and costs of suit, based on the alleged failure
of the Company, as successor in interest to Flash Creative Management, Inc., to
perform its obligations pursuant to a written contract dated on or about July 2,
1999, by and between Flash and AirEagle. AirEagle alleged that GoAmerica, Inc.
assumed the rights and liabilities under such contract as a result of its
purchase of substantially all of the assets of Flash in November 2000. AirEagle
further alleged that it has completely performed its obligations under the
contract and that the Company has failed to complete its development services
and deliver the software product contemplated by the contract and was thus
unjustly enriched. This matter is in its early stages and the Company intends to
vigorously defend such matter. There can be no assurance, however, that such
matter will be decided in the Company's favor.
F-22
GOAMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
14. Quarterly Financial Data (Unaudited)
The table below summarizes the Company's unaudited quarterly operating
results for years ended December 31, 2001 and 2000.
Quarter Ended
2001 March 31 June 30 September 30 December 31
--------------- -------------- ---------------- -----------------
Net revenue and other income................. $ 7,999 $ 9,770 $ 10,617 $ 10,628
Cost of revenue.............................. (5,394) (14,600) (11,179) (15,334)
Operating expenses........................... (17,119) (19,624) (17,995) (14,821)
Depreciation and amortization expenses....... (5,097) (5,250) (5,361) (5,677)
Impairment of long-lived assets.............. -- -- -- (25,511)
Interest income, net......................... 1,479 842 519 259
Net (loss) before benefit from income taxes.. -- -- -- 578
Net (loss)................................... $ (18,132) $ (28,862) $ (23,399) $ (49,878)
Net (loss) applicable to common stockholders. $ (18,132) $ (28,862) $ (23,399) $ (49,878)
Net (loss) per common share:
- Basic.................................. $ (0.34) $ (0.55) $ (0.44) $ (0.94)
- Diluted................................ $ (0.34) $ (0.54) $ (0.44) $ (0.94)
2000 March 31 June 30 September 30 December 31
--------------- -------------- ---------------- -----------------
Net revenue and other income................. $ 1,441 $ 2,055 $ 4,268 $ 6,110
Cost of revenue.............................. (1,973) (2,387) (3,812) (5,113)
Operating expenses........................... (11,506) (16,736) (17,832) (17,970)
Depreciation and amortization expenses....... (101) (222) (3,467) (4,451)
Interest income, net......................... 188 2,323 2,426 2,007
Net (loss)................................... $ (11,951) $ (14,968) $ (18,417) $ (19,416)
Net (loss) applicable to common stockholders. $ (41,889) $ (15,576) $ (18,417) $ (19,416)
Net (loss) per common share:
- Basic.................................. $ (1.75) $ (0.34) $ (0.36) $ (0.37)
- Diluted................................ $ (1.75) $ (0.34) $ (0.36) $ (0.37)
F-23
Schedule II
GOAMERICA, INC.
FINANCIAL STATEMENT SCHEDULE
Valuation and Qualifying Accounts and Reserves
Years Ended December 31, 2001, 2000 and 1999
Balance at Additions: Balance at
Beginning of Charged to Costs and End of
Period Expenses Deductions Period
------------ -------------------- ------------ -----------
Year Ended December 31, 2001
Allowance for doubtful accounts $ 388 $ 4,197 $ 1,910(1) $ 2,675
Inventory Reserve 117 4,623 -- 4,740
Sales allowances, discounts & returns 245 2,480 1,347(2) 1,378
Year Ended December 31, 2000
Allowance for doubtful accounts $ 75 $ 728 $ 415(1) $ 388
Inventory Reserve -- 117 -- 117
Sales allowances, discounts & returns -- 820 575(2) 245
Year Ended December 31, 1999
Allowance for doubtful accounts $ 20 $ 215 $ 160(1) $ 75
(1) Uncollectible accounts written-off, net of recoveries.
(2) Returns and discounts charged to reserve.
II-1