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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
Commission File No. 0-29359
GoAmerica, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3693371
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
433 Hackensack Avenue, Hackensack, New Jersey 07601
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(Address of Principal Executive Offices) (Zip Code)
(201) 996-1717
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(Registrant's Telephone Number,
Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes: X No:
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act):
Yes: No: X
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Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of April 30, 2005:
Class Number of Shares
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Common Stock, $.01 par value 2,093,451
GOAMERICA, INC.
TABLE OF CONTENTS
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Page
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PART I. FINANCIAL INFORMATION..................................................................... 1
Item 1. Financial Statements (March 31, 2005 and 2004 is unaudited)............................ 1
Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004........... 2
Condensed Consolidated Statements of Operations for the Three Months Ended March 31,
2005 and 2004......................................................................... 3
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31,
2005 and 2004......................................................................... 4
Notes to Condensed Consolidated Financial Statements....................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
General.................................................................................... 10
Critical Accounting Policies and Estimates................................................. 10
Results of Operations...................................................................... 11
Liquidity and Capital Resources............................................................ 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk............................. 17
Item 4. Controls and Procedures................................................................ 17
PART II. OTHER INFORMATION.........................................................................
Item 1. Legal Proceedings...................................................................... 18
Item 6. Exhibits............................................................................... 18
SIGNATURES.............................................................................................. 19
-i-
PART I. FINANCIAL INFORMATION
-----------------------------
ITEM 1. FINANCIAL STATEMENTS
- 1 -
GOAMERICA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
MARCH 31, DECEMBER 31,
2005 2004
--------------------------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents ......................................... $ 7,121 $ 7,098
Accounts receivable, net .......................................... 1,614 1,530
Other receivables ................................................. -- 732
Merchandise inventories, net ...................................... 196 123
Prepaid expenses and other current assets ......................... 258 219
-------------- --------------
Total current assets ................................................... 9,189 9,702
Restricted cash ........................................................ 300 604
Property, equipment and leasehold improvements, net .................... 944 940
Goodwill, net .......................................................... 6,000 6,000
Trade names and other intangible assets, net ........................... 418 639
Other assets ........................................................... 105 101
-------------- --------------
$ 16,956 $ 17,986
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable .................................................. $ 241 $ 348
Accrued expenses .................................................. 595 538
Deferred revenue .................................................. 312 285
Other current liabilities ......................................... -- 1
-------------- --------------
Total current liabilities .............................................. 1,148 1,172
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value, authorized: 200,000,000 shares in
2005 and 2004; issued: 2,117,514 in 2005 and 2,117,339 in 2004 21 21
Additional paid-in capital ........................................ 285,856 285,854
Accumulated deficit ............................................... (269,883) (268,875)
Treasury stock, at cost, 24,063 shares in 2005 and 2004 ........... (186) (186)
-------------- --------------
Total stockholders' equity ............................................. 15,808 16,814
-------------- --------------
$ 16,956 $ 17,986
============== ==============
The accompanying notes are an integral part of these
financial statements.
- 2 -
GOAMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
THREE MONTHS
ENDED MARCH 31,
--------------------------
2005 2004
----------- -----------
REVENUES:
Subscriber ................................................... $ 787 $ 1,866
Prepaid services ............................................. 891 --
Equipment .................................................... 102 36
Other ........................................................ 248 46
----------- -----------
2,028 1,948
COSTS AND EXPENSES:
Cost of subscriber airtime ................................... 285 868
Cost of network operations ................................... 94 293
Cost of equipment revenue .................................... 105 34
Cost of prepaid services ..................................... 830 --
Sales and marketing .......................................... 111 169
General and administrative ................................... 1,244 1,505
Research and development ..................................... 54 191
Depreciation and amortization of fixed assets ................ 130 280
Amortization of other intangibles ............................ 221 252
----------- -----------
3,074 3,592
----------- -----------
Loss from operations .............................................. (1,046) (1,644)
Other income (expense):
Settlement gains, net ........................................ -- 1,621
Interest income (expense), net ............................... 38 (1,065)
----------- -----------
Total other income ................................................ 38 556
----------- -----------
Net loss .......................................................... $ (1,008) $ (1,088)
=========== ===========
Basic net loss per share .......................................... $ (0.48) $ (1.09)
=========== ===========
Diluted net loss per share ........................................ $ (0.48) $ (1.09)
=========== ===========
Weighted average shares used in computation of basic net loss per
share ....................................................... 2,093,432 996,166
Weighted average shares used in computation of diluted net loss per
share ....................................................... 2,093,432 996,166
The accompanying notes are an integral part of these
financial statements.
- 3 -
GOAMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
----------------------------
2005 2004
------------ ------------
OPERATING ACTIVITIES
Net loss ............................................................. $ (1,008) $ (1,088)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization of fixed assets ...................... 130 280
Amortization of other intangible assets ............................ 221 252
Amortization of deferred financing costs ........................... -- 624
Amortization of discount on bridge note payable .................... -- 390
Provision for losses on accounts receivable ........................ 20 1
Common stock issued for interest expense ........................... -- 19
Settlement gains, net .............................................. -- (1,621)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable ....................... (104) 100
Decrease in other receivables .................................... 732 534
(Increase) decrease in merchandise inventories ................... (73) 12
Increase in prepaid expenses and other current assets ............ (39) (318)
Decrease in accounts payable ..................................... (107) (904)
Increase (decrease) in accrued expenses and other liabilities .... 57 (233)
Increase (decrease) in deferred revenue .......................... 27 (150)
------------ ------------
Net cash used in operating activities ................................ (144) (2,102)
INVESTING ACTIVITIES
Change in other assets and restricted cash ........................... 300 (481)
Purchase of property, equipment and leasehold improvements ........... (134) --
------------ ------------
Net cash provided by (used in) investing activities .................. 166 (481)
FINANCING ACTIVITIES
Issuance of common stock, net of related expenses .................... -- 12,770
Issuance of common stock for exercise of stock options and warrants .. 2 144
Increase in deferred financing costs ................................. -- (81)
Payments made on capital lease obligations ........................... (1) (2)
------------ ------------
Net cash provided by financing activities ............................ 1 12,831
------------ ------------
Net increase in cash and cash equivalents ............................ 23 10,248
Cash and cash equivalents at beginning of period ..................... 7,098 568
------------ ------------
Cash and cash equivalents at end of period ........................... $ 7,121 $ 10,816
============ ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
Common stock issued in connection with conversion of bridge note ..... $ -- $ 1,015
Common stock issued in connection with vendor settlements ............ $ -- $ 451
Application of deferred financing costs against proceeds from the sale $ -- $ (548)
of stock
The accompanying notes are an integral part of these
financial statements.
- 4 -
GOAMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
NOTE 1 - BASIS OF PRESENTATION:
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States for interim financial information and with the instructions
to Form 10-Q and Rule 10-01 of Regulation S-X and include the results of
GoAmerica, Inc. and its wholly-owned subsidiaries (collectively, the "Company").
Accordingly, certain information and footnote disclosures required in financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been condensed or omitted. In the opinion of the
Company's management, the accompanying unaudited financial statements contain
all adjustments (consisting only of normal recurring adjustments except as
otherwise disclosed herein) which the Company considers necessary for the fair
presentation of its financial position as of March 31, 2005 and the results of
its operations and its cash flows for the three month periods ended March 31,
2005 and 2004. These financial statements should be read in conjunction with the
Company's audited financial statements and notes thereto included in the
Company's Annual Report on Form 10-K (as amended) for the year ended December
31, 2004.
The Company is highly dependent on EarthLink, Inc. ("Earthlink") for
billing and collections, customer support and technical support for certain of
the Company's subscribers. Additionally, the Company is highly dependent on
EarthLink and other third parties for wireless communication devices and
wireless network connectivity. 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.
During the fourth quarter of 2004, the Company commenced selling prepaid
calling card services. The Company sells prepaid calling cards in two methods:
1) as a distributor in which the Company has no future obligation to provide the
usage embedded in the card and 2) as a Company branded card in which the Company
is obligated to provide usage service utilizing its own infrastructure until the
obligation to provide the service is either completed or the card expires.
Prepaid airtime sold to customers is recorded as deferred revenue prior to
the commencement of services and revenue is recognized when airtime is utilized
or the card expires. Revenue from calling cards sold to customers in which the
Company has no obligation to provide airtime service is recorded at the time of
the delivery of the cards to the customer, provided that collection is deemed
probable.
The Company has incurred significant operating losses since its inception
and, as of March 31, 2005, has an accumulated deficit of $269,883. During the
three months ended March 31, 2005, the Company incurred a net loss of $1,008 and
used $144 of cash to fund operating activities. As of March 31, 2005, the
Company had $7,121 in cash and cash equivalents.
Results for the interim period are not necessarily indicative of results
that may be expected for the entire year.
- 5 -
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
Recent Accounting Pronouncements
In January 2003, the FASB issued interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities". The primary objectives of this
interpretation are to provide guidance on the identification of entities for
which control is achieved through means other than through voting rights
("variable interest entities") and how to determine when and which business
enterprise (the "primary beneficiary") should consolidate the variable interest
entity. This new model for consolidation applies to an entity in which either
(i) the equity investors (if any) do not have a controlling financial interest;
or (ii) the equity investment at risk is insufficient to finance that entity's
activities without receiving additional subordinated financial support from
other parties. In addition, FIN 46 requires that the primary beneficiary, as
well as all other enterprises with a significant variable interest entity, make
additional disclosures. Certain disclosure requirements of FIN 46 were effective
for financial statements issued after January 31, 2003. In December 2003, the
FASB issued FIN 46 (revised December 2003), "Consolidation of Variable Interest
Entities" ("FIN 46-R") to address certain FIN 46 implementation issues. The
effective dates and impact of FIN 46 and FIN 46-R are as follows: (i)
Special-purpose entities ("SPEs") created prior to February 1, 2003. The Company
must apply either the provisions of FIN 46 or early adopt the provisions of FIN
46-R at the end of the first interim or annual reporting period ended after
December 15, 2003. (ii) Non-SPEs created prior to February 1, 2003. The Company
was required to adopt FIN 46-R at the end of the first interim or annual
reporting period ending after March 15, 2004. (iii) All entities, regardless of
whether an SPE, that were created subsequent to January 31, 2003; the
interpretation applies immediately. The Company does not have any arrangements
with variable interest entities that will require consolidation of their
financial information in the Company's financial statements.
In November 2004, the Financial Accounting Standards Board ("FASB") issued
SFAS 151, "Inventory Costs - An Amendment of ARB No. 43, Chapter 4" ("SFAS
151"). SFAS 151 amends the guidance in ARB No. 43, Chapter 4 to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). The provisions of SFAS 151 are effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.
The adoption of SFAS 151 is not expected to have a material effect on the
Company's financial condition or results of operations.
In December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary
Assets - an amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153 amends APB
Opinion 29 to eliminate the similar productive asset exception and establishes
that exchanges of productive assets should be accounted for at fair value,
rather than at carryover basis unless (1) neither the asset received nor the
asset surrendered has a fair value that is determinable within reasonable
limits, (2) the transaction is an exchange transaction to facilitate sales to
customers, or (3) the transaction lacks commercial substance. A nonmonetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. The provisions of
SFAS 153 are effective for nonmonetary exchanges occurring in fiscal periods
beginning after June 15, 2005. The adoption of SFAS 153 is not expected to have
a material effect on the Company's financial condition or results of operations.
In December 2004, the FASB issued SFAS 123R, "Share-Based Payment". SFAS
123R establishes that employee services received in exchange for share-based
payment result in a cost that should be recognized in the income statement as an
expense when the services are consumed by the enterprise. It further establishes
that those expenses be measured at fair value determined as of the grant date.
The provisions of SFAS 123R become effective to the Company beginning January 1,
2006. The Company is currently evaluating the effect the adoption of SFAS 123R
will have on the Company's financial condition and results of operations.
NOTE 3 - EARNINGS 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 loss per share is
computed by dividing the Company's net loss for the period by the
weighted-average number of shares of common stock outstanding during the period.
Diluted net loss per share excludes potential common shares if the effect is
anti-dilutive. Diluted loss per share is determined in the same manner as basic
loss per share except that the number of shares is increased assuming exercise
of dilutive stock options and warrants using the treasury stock method. As the
Company had a net loss, the impact of the assumed exercise of the stock options
and warrants is anti-dilutive and as such, these amounts have been excluded from
the calculation of diluted loss per share. For the three months ended March 31,
2005 and 2004, 290,605 and 285,578 of common stock equivalent shares were
excluded from the computation of diluted net loss per share.
- 6 -
NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS:
The Company follows SFAS No. 142, "Goodwill and Other Intangible Assets".
Under SFAS No. 142, goodwill and other intangible assets with indefinite lives
are no longer amortized but are reviewed for impairment annually, or more
frequently if impairment indicators arise. The Company believes there are no
such impairment indicators at March 31, 2005.
The following table summarizes other intangibles subject to amortization
at the dates indicated:
March 31, 2005 December 31, 2004
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Net Amount Amortization Net
-------------------------------------------------------------------------------------------------------
Trade Names .. $ 4,572 $ (4,480) $ 92 $ 4,572 $ (4,388) $ 184
Technology ... 3,017 (3,017) -- 3,017 (3,017) --
Customer Lists 2,258 (2,258) -- 2,258 (2,258) --
Other ........ 935 (609) 326 935 (480) 455
-------------------------------------------------------------------------------------------------------
$ 10,782 $ (10,364) $ 418 $ 10,782 $ (10,143) $ 639
=======================================================================================================
Amortization expense for other intangibles totaled $221 and $252 for the
three months ended March 31, 2005 and 2004, respectively. Future aggregate
amortization expense for intangible assets is estimated to be:
Nine Months Ending December 31, 2005 $418
NOTE 5 - STOCK-BASED 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. Under this method, compensation expense is recorded on the date
of the grant only if the current market price of the underlying stock exceeds
the exercise price. Options issued to non-employees are accounted for in
accordance with SFAS 123, "Accounting for Stock-Based Compensation", 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.
SFAS No. 123 established accounting and disclosure requirements using a
fair value-basis method of accounting for stock-based employee compensation
plans. As presently allowed by SFAS No. 123, the Company has elected to continue
to apply the intrinsic value-based method of accounting described above, and has
adopted the disclosure requirements of SFAS No. 123. Had the Company elected to
recognize compensation cost based on the fair value of the stock options at the
date of grant under SFAS 123, such costs would have been recognized ratably over
the vesting period of the underlying instruments and the Company's net loss and
net loss per common share would have increased to the pro forma amounts
indicated in the table below.
Three months ended March 31,
----------------------------------
2005 2004
--------------- ---------------
Net loss, as reported .......................................................... $ (1,008) $ (1,088)
Deduct: Stock-based employee compensation expense included in reported net loss
-- --
Add: Total stock-based employee compensation expense determined under fair value
based method for all awards .................................................... (413) (992)
--------------- ---------------
Pro forma net loss ............................................................. $ (1,421) $ (2,080)
=============== ===============
Loss per share - basic, as reported ............................................ $ (0.48) $ (1.09)
=============== ===============
Loss per share - diluted, as reported .......................................... $ (0.48) $ (1.09)
=============== ===============
Pro forma loss per share - basic ............................................... $ (0.68) $ (2.09)
=============== ===============
Pro forma loss per share - diluted ............................................. $ (0.68) $ (2.09)
=============== ===============
The pro forma results above are not intended to be indicative of or a
projection of future results.
- 7 -
NOTE 6 - CONTINGENCIES:
On July 31, 2002, GoAmerica filed suit against Flash Creative Management,
Inc. ("Flash") and certain former officers and shareholders of Flash (the "Flash
Defendants") in the United States District Court for the District of New Jersey
for violations of federal and state securities law and common law fraud in
connection with GoAmerica's acquisition of the assets of Flash in November 2000.
In October 2002, each of the Flash Defendants filed answers to GoAmerica's
complaint denying all of the Company's charges, with the individual Flash
Defendants adding counterclaims against the Company and certain named officers
alleging, among other things, fraudulent misrepresentation, violations of state
securities law and unjust enrichment in excess of $1 million. The Company filed
a motion to dismiss the Flash Defendants' counterclaims and the Flash Defendants
filed cross-motions for judgment on the pleadings and for summary judgment
seeking dismissal of the Company's claims against them. On March 2, 2005, all of
the Flash Defendants' counterclaims against GoAmerica and the named GoAmerica
officers were dismissed. Additionally, the Flash Defendants' cross-motions to
dismiss the Company's claims against them were denied in all respects other than
the Company's common law fraud claim. The Company is exploring its options as a
result of these favorable dismissals as pretrial activity continues.
On September 22, 2004, Boundless Depot, LLC ("Boundless Depot") and Scott
Johnson, one of two Boundless Depot shareholders, sued GoAmerica and Wynd
Communications in the Superior Court of the State of California for the County
of Los Angeles, claiming damages of one million dollars for GoAmerica's refusal
to pay Boundless Depot unattained contingent consideration, comprising cash
and/or GoAmerica Common Stock, with respect to the Asset Purchase Agreement
dated as of February 8, 2003 (the "Deafwireless Agreement"), pursuant to which
GoAmerica and Wynd Communications acquired certain Deafwireless assets. The
total value of such contingent consideration, if all contingencies had been
fully met and amounts paid immediately thereupon, would not have exceeded $211;
however, the Company does not believe any of the contingent consideration is
owed to Boundless Depot or either of its shareholders since conditions of the
Deafwireless Agreement were not met and the Company incurred costs for which it
is entitled to receive reimbursement from Boundless Depot or offset against any
amounts that may become payable to Boundless Depot. The Company intends to
defend this action vigorously and may elect to pursue counterclaims.
In the first quarter of 2005, the Company reclassified $300 of restricted
cash to operating cash to reflect an informal arrangement between the Company
and one of its carrier providers which allowed for a reduction in the amount of
the required letter of credit and related supporting cash account. The Company
expects to finalize this arrangement including the new letter of credit in the
near future.
NOTE 7 - BUSINESS SEGMENT INFORMATION:
The Company has two reportable business segments: Wireless Data Solutions
and Prepaid Services. The operating results of these business segments are
distinguishable and regularly reviewed by the Company's executive officers. The
Company evaluates the performance of its business segments based primarily on
operating income (loss). All overhead is allocated to the business segments,
except for certain specific corporate costs, such as corporate management
compensation, corporate legal, accounting and governance costs and certain
insurance and facilities costs. Operating results presented for the business
segments of the Company are as follows (in thousands):
WIRELESS DATA PREPAID
SOLUTIONS SERVICES CORPORATE TOTAL
--------- -------- --------- -----
THREE MONTHS ENDED MARCH 31, 2005:
Revenue .......................... $ 1,072 $ 956 $ -- $ 2,028
Operating loss ................... $ (504) $ (141) $ (401) $ (1,046)
-------------- -------------- -------------- --------------
THREE MONTHS ENDED MARCH 31, 2004:
Revenue .......................... $ 1,948 $ -- $ -- $ 1,948
Operating loss ................... $ (1,067) $ -- $ (577) $ (1,644)
-------------- -------------- -------------- --------------
- 8 -
NOTE 8 - SUBSEQUENT EVENT:
On May 2, 2005, the Company entered into a short term loan agreement with
Hands On Video Relay Services, Inc., a Delaware corporation, and Hands On Sign
Language Services, Inc., a California corporation (collectively, the
"Borrower"), while the Borrower and the Company explore a strategic
relationship. The Company may be required to advance up to an aggregate of $500
to the Borrower, for certain purposes upon one or more requests, from the date
of the Loan Agreement through the earliest to occur of (a) termination of a no
shop agreement, entered into by the same parties concurrent with the Loan
Agreement, for any reason other than due to execution of a definitive agreement
for a strategic relationship or other transaction among the parties, (b) June
15, 2005, unless a definitive agreement has been executed, and (c) the
termination of any definitive agreement reached by the parties before the
closing of the transactions described in such definitive agreement. The amount
that the Borrower may borrow under the Loan Agreement may increase by up to
another $500, for an aggregate of $1,000, during the same period, under certain
circumstances. All amounts that the Company advances to the Borrower will be
secured, initially, by the assets acquired with such funds and will bear
interest at a defined prime rate.
If no definitive agreement is entered into by the parties, all principal
and accrued interest will be due and payable no later than the 90th day after
the expiration of the no shop agreement, which is scheduled to expire on June
15, 2005, unless extended by the parties. The parties are not obligated to enter
into a definitive agreement or close any transaction. If the transactions
described in any definitive agreement that may be entered into by the parties
have not been closed during the 12 month period immediately following any
advance made by the Company pursuant to the Loan Agreement, principal and
accrued interest will be payable in 12 monthly installments beginning after the
12 month anniversary of the advance. If the Borrower breaches the no shop
agreement or any material provision of any definitive agreement, the balance of
principal and accrued interest will become immediately due and payable and the
Borrower will grant the Company a broader security interest in substantially all
of the Borrower's assets until amounts due under the Loan Agreement are paid.
- 9 -
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General
GoAmerica(R) is a communications service provider, offering wireless data
solutions primarily for consumers who are deaf, hard of hearing and/or
speech-impaired and telecommunication services in the form of prepaid calling
cards. We currently develop, market and support most wireless data solutions
through Wynd Communications Corporation, a wholly owned subsidiary of GoAmerica.
Wynd Communications offers enhanced services known as WyndTell(R) and
WyndPower(TM), which assist our deaf or hard of hearing customers in
communicating from most major metropolitan areas in the continental United
States and parts of Canada. WyndTell and WyndPower allow customers to send and
receive email messages to and from any email service, provide for delivery and
acknowledgements of sent messages that are read, send and receive TTY/TDD (text
telephone or teletypewriter) messages, faxes, and text-to-speech messages, and
access the Internet using such wireless computing devices as Research in Motion,
or RIM, wireless handheld devices, certain Motorola paging devices and the
T-Mobile Sidekick, Fido hiptop, and SunCom hiptop devices running on Danger
Inc.'s hiptop platform. In addition to Wyndtell, we began offering "Sprint Relay
Wireless, Powered By GoAmerica" as a standard feature across all of the WyndTell
service offerings that operate on certain RIM handheld devices and the T-Mobile
Sidekick. Additionally, GoAmerica continues to support customers who use our
proprietary software technology called Go.Web(TM). By utilizing Go.Web,
businesses can improve the productivity of employees by enabling secure wireless
access to corporate data on many wireless computing devices and over many
wireless data networks. Our Go.Web technology can be hosted and supported in a
secure network operations center maintained by GoAmerica or its third party
outsourcing provider or installed behind an enterprise's network security
system, commonly know as the firewall. Customers who opt to install the software
do so by purchasing our proprietary Go.Web Enterprise Server, formally known as
Go.Web OnPrem(TM), technology. The Wynd Communications and Go.Web services
transmit over most major wireless data networks in North America. During the
fourth quarter of 2004, the Company commenced selling prepaid calling card
services. The Company sells prepaid calling cards in two methods: 1) as a
distributor in which the Company has no future obligation to provide the usage
embedded in the card and 2) as a Company branded card in which the Company is
obligated to provide usage service utilizing its own infrastructure until the
obligation to provide the service is either completed or the card expires.
Our wireless data solutions revenues are derived principally from
subscription to our value-added wireless data services, for which customers
typically pay monthly recurring fees. We derive additional wireless data
solutions revenue from the sale of wireless communications devices and
commissions from the acquisition of subscribers on behalf of various wireless
network providers. We continue to engineer our technology to operate with new
versions of wireless devices as they emerge.
Critical Accounting Policies and Estimates
Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses our condensed 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.
- 10 -
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. Historically, we have
derived 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. Equipment revenue is recognized upon shipment to the
end user. Prepaid airtime sold to customers is recorded as deferred revenue
prior to the commencement of services and revenue is recognized when airtime is
utilized or the card expires. Revenue from calling cards sold to customers in
which the Company has no obligation to provide airtime service is recorded at
the time of the delivery of the cards to the customer, provided that collection
is deemed probable. We estimate the collectibility of our trade receivables. A
considerable amount 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. 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, other intangibles and
other long-lived assets, 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.
RESULTS OF OPERATIONS
The following table sets forth, for the three months ended March 31, 2005
and 2004, the percentage relationship to net sales of certain items included in
the Company's unaudited consolidated statements of operations.
THREE MONTHS ENDED MARCH 31,
----------------------------------------
2005 2004
----------------------------------------
$ % $ %
REVENUES:
Subscriber ...................... $ 787 38.8 $ 1,866 95.8
Prepaid services ................ 891 43.9 -- --
Equipment ....................... 102 5.0 36 1.8
Other ........................... 248 12.3 46 2.4
------- ------- ------- -------
2,028 100.0 1,948 100.0
COSTS AND EXPENSES:
Cost of subscriber airtime, net . 285 14.1 868 44.6
Cost of network operations ...... 94 4.6 293 15.0
Cost of equipment revenue ....... 105 5.2 34 1.7
Cost of prepaid services ........ 830 40.9 -- --
Sales and marketing, net ....... 111 5.5 169 8.7
General and administrative ...... 1,244 61.3 1,505 77.3
Research and development ........ 54 2.7 191 9.8
Depreciation and amortization ... 130 6.4 280 14.4
Amortization of other intangibles 221 10.9 252 12.9
------- ------- ------- -------
3,074 151.6 3,592 184.4
------- ------- ------- -------
Loss from operations ................. (1,046) (51.6) (1,644) (84.4)
OTHER INCOME (EXPENSE):
Settlement gains, net ................ -- -- 1,621 83.2
Interest income (expense), net ....... 38 1.9 (1,065) (54.7)
------- ------- ------- -------
Total other income ................... 38 1.9 556 28.5
------- ------- ------- -------
Net loss ............................. $(1,008) (49.7) $(1,088) (55.9)
======= ======= ======= =======
- 11 -
The following table sets forth the period over period percentage increases
or decreases of certain items included in the Company's unaudited consolidated
statements of operations.
THREE MONTHS ENDED MARCH 31,
--------------------------------------------
CHANGE
--------------------------------------------
2005 2004 $ %
REVENUES:
Subscriber ...................... $ 787 $ 1,866 $ (1,079) (57.8)
Prepaid services ................ 891 -- 891 --
Equipment ....................... 102 36 66 183.3)
Other ........................... 248 46 202 439.1)
-------- -------- -------- --------
2,028 1,948 80 4.1
COSTS AND EXPENSES:
Cost of subscriber airtime, net . 285 868 (583) (67.2)
Cost of network operations ...... 94 293 (199) (67.9)
Cost of equipment revenue ....... 105 34 71 208.8)
Cost of other revenue ........... 830 -- 830 --
Sales and marketing, net ....... 111 169 (58) (34.3)
General and administrative ...... 1,244 1,505 (261) (17.3)
Research and development ........ 54 191 (137) (71.7)
Depreciation and amortization ... 130 280 (150) (53.6)
Amortization of other intangibles 221 252 (31) (12.3)
-------- -------- -------- --------
3,074 3,592 (518) (14.4)
-------- -------- -------- --------
Loss from operations ................. (1,046) (1,644) 598 (36.4)
OTHER INCOME (EXPENSE):
Settlement gains, net ................ -- 1,621 (1,621) --
Interest income (expense), net ....... 38 (1,065) 1,103 (103.6)
-------- -------- -------- --------
Total other income ................... 38 556 (518) (93.2)
-------- -------- -------- --------
Net loss ............................. $ (1,008) $ (1,088) $ 80 (7.4)
======== ======== ======== ========
Three months ended March 31, 2005 Compared to Three months ended March 31, 2004
CONSOLIDATED
Subscriber revenue. Subscriber revenue decreased 58%, to $787,000 for the
three months ended March 31, 2005 from $1.9 million for the three months ended
March 31, 2004. This decrease was primarily due to declines in our full service
offering subscriber base and was partially offset by increased subscribers to
our value added WyndPower service. Our subscriber base decreased to 52,772
subscribers at March 31, 2005 from 70,303 subscribers at March 31, 2004. Our
average revenue per user (ARPU) decreased to $4.82 for the three months ended
March 31, 2005 from $9.00 for the three months ended March 31, 2004. We expect
subscriber revenue to decline slightly as subscribers to our higher ARPU
full-service offerings continue to decline and are replaced with subscribers to
our lower ARPU value added services.
Prepaid services revenue. We began marketing prepaid calling cards and as
a result recognized $891,000 of prepaid service revenue for the three months
ended March 31, 2005. We did not market prepaid calling cards for the
corresponding prior period.
Equipment revenue. Equipment revenue increased to $102,000 for the three
months ended March 31, 2005 from $36,000 for the three months ended March 31,
2004. This increase was primarily due to higher sales of mobile devices as a
result of our Global Interactive product line. We expect equipment revenue to
increase as we continue to provide devices to new subscribers of our Wynd
services and from our sales of equipment to subscribers on behalf of various
wireless network providers.
Other revenue. Other revenue increased to $248,000 for the three months
ended March 31, 2005 from $46,000 for the three months ended March 31, 2004.
This increase was primarily due to revenue generated from our Sprint Relay
Wireless service and commissions from the acquisition of subscribers on behalf
of various wireless network providers. We expect other revenue to increase as
the demand for our Sprint Relay Wireless service and commissions earned from
various wireless network providers increases.
- 12 -
Cost of subscriber airtime. Cost of subscriber airtime decreased 67%, to
$285,000 for the three months ended March 31, 2005 from $868,000 for the three
months ended March 31, 2004. This decrease was primarily due to the decrease in
our subscriber base described above. We expect cost of subscriber airtime to
decline slightly as subscribers to our higher ARPU full-service offerings
continue to decline and are replaced with subscribers to our lower ARPU value
added services.
Cost of prepaid services revenue. We began marketing prepaid calling cards
and as a result incurred $830,000 of costs related to prepaid service revenue
for the three months ended March 31, 2005. We did not market prepaid calling
cards for the corresponding prior period.
Cost of network operations. Cost of network operations decreased to
$94,000 for the three months ended March 31, 2005 from $293,000 for the three
months ended March 31, 2004 as a result of the consolidation of our GoWeb and
WyndTell production systems into a single data center operated by a third party
provider. We expect our cost of network operations to decline as a percentage of
revenue during 2005.
Cost of equipment revenue. Cost of equipment revenue increased 209%, to
$105,000 for the three months ended March 31, 2005 from $34,000 for the three
months ended March 31, 2004. This increase was primarily due to higher sales of
mobile devices as a result of our Global Interactive product line. We expect
cost of equipment revenue to increase as we continue to provide devices to new
subscribers of our Wynd services and from the cost of equipment provided to
subscribers on behalf of various wireless network providers.
Sales and marketing. Sales and marketing expenses decreased to $111,000
for the three months ended March 31, 2005 from $169,000 for the three months
ended March 31, 2004. This decrease primarily was due to our consolidation of
operations completed during April of 2004, as well as decreased advertising and
marketing activities. We expect sales and marketing expenses to increase as we
introduce new products and services to the consumer marketplace.
General and administrative. General and administrative expenses decreased
17%, to $1.2 million for the three months ended March 31, 2005 from $1.5 million
for the three months ended March 31, 2004 This decrease primarily was due to our
consolidation of operations completed during April of 2004. We expect general
and administrative expenses to decline as a percentage of revenue during 2005.
Research and development. Research and development expense decreased to
$54,000 for the three months ended March 31, 2005 from $191,000 for the three
months ended March 31, 2004. This decrease primarily was due to a reduction in
personnel performing research and development activities.
Amortization of other intangibles. Amortization of other intangibles
decreased for the three months ended March 31, 2005 to $221,000 from $252,000
for the three months ended March 31, 2004.
Settlement gains, net. The Company entered into agreements with certain of
its creditors to relieve the Company of certain debts. As a result, the Company
has recorded settlement gains totaling $1.6 million in 2004.
Interest income (expense), net. Interest income increased to $38,000 for
the three months ended March 31, 2005 from interest expense of $1.1 million for
the three months ended March 31, 2004. This change was primarily due to the
amortization of deferred debt expense and discount recorded on bridge notes
payable during the three months ended March 31, 2004.
WIRELESS DATA SOLUTIONS SEGMENT
Subscriber revenue. Subscriber revenue decreased 58%, to $787,000 for the
three months ended March 31, 2005 from $1.9 million for the three months ended
March 31, 2004. This decrease was primarily due to declines in our full service
offering subscriber base and was partially offset by increased subscribers to
our value added WyndPower service. Our subscriber base decreased to 52,772
subscribers at March 31, 2005 from 70,303 subscribers at March 31, 2004. Our
ARPU decreased to $4.821 for the three months ended March 31, 2005 from $9.00
for the three months ended March 31, 2004. We expect subscriber revenue to
decline slightly as subscribers to our higher ARPU full-service offerings
continue to decline and are replaced with subscribers to our lower ARPU value
added services.
- 13 -
Equipment revenue. Equipment revenue increased to $38,000 for the three
months ended March 31, 2005 from $36,000 for the three months ended March 31,
2004. This increase was primarily due to slightly higher sales of mobile
devices. We expect equipment revenue to increase as we continue to provide
devices to new subscribers of our Wynd services and from our sales of equipment
to subscribers on behalf of various wireless network providers.
Other revenue. Other revenue increased to $248,000 for the three months
ended March 31, 2005 from $46,000 for the three months ended March 31, 2004.
This increase was primarily due to revenue generated from our Sprint Relay
Wireless service and commissions from the acquisition of subscribers on behalf
of various wireless network providers. We expect other revenue to increase as
the demand for our Sprint Relay Wireless service and commissions earned from
various wireless network providers increases.
Cost of subscriber airtime. Cost of subscriber airtime decreased 67%, to
$285,000 for the three months ended March 31, 2005 from $868,000 for the three
months ended March 31, 2004. This decrease was primarily due to the decrease in
our subscriber base described above. We expect cost of subscriber airtime to
decline slightly as subscribers to our higher ARPU full-service offerings
continue to decline and are replaced with subscribers to our lower ARPU value
added services.
Cost of network operations. Cost of network operations decreased to
$72,000 for the three months ended March 31, 2005 from $293,000 for the three
months ended March 31, 2004 as a result of the consolidation of our GoWeb and
WyndTell production systems into a single data center operated by a third party
provider. We expect our cost of network operations to decline as a percentage of
revenue during 2005.
Cost of equipment revenue. Cost of equipment revenue increased to $51,000
for the three months ended March 31, 2005 from $34,000 for the three months
ended March 31, 2004. This increase was primarily due to higher sales of mobile
devices. We expect cost of equipment revenue to increase as we continue to
provide devices to new subscribers of our Wynd services and from our acquisition
of subscribers on behalf of various wireless network providers.
Sales and marketing. Sales and marketing expenses decreased to $111,000
for the three months ended March 31, 2005 from $169,000 for the three months
ended March 31, 2004. This decrease primarily was due to our consolidation of
operations completed during April of 2004, as well as decreased advertising and
marketing activities. We expect sales and marketing expenses to increase as we
introduce new products and services to the consumer marketplace.
General and administrative. General and administrative expenses decreased
30%, to $654,000 for the three months ended March 31, 2005 from $928,000 for the
three months ended March 31, 2004 This decrease primarily was due to our
consolidation of operations completed during April of 2004. We expect general
and administrative expenses to decline as a percentage of revenue during 2005.
Research and development. Research and development expense decreased to
$54,000 for the three months ended March 31, 2005 from $191,000 for the three
months ended March 31, 2004. This decrease primarily was due to a reduction in
personnel performing research and development activities.
Amortization of other intangibles. Amortization of other intangibles
decreased for the three months ended March 31, 2005 to $221,000 from $252,000
for the three months ended March 31, 2004.
Settlement gains, net. The Company entered into agreements with certain of
its creditors to relieve the Company of certain debts. As a result, the Company
has recorded settlement gains totaling $1.6 million in 2004.
Interest income (expense), net. Interest income increased to $38,000 for
the three months ended March 31, 2005 from interest expense of $1.1 million for
the three months ended March 31, 2004. This change was primarily due to the
amortization of deferred debt expense and discount recorded on bridge notes
payable during the three months ended March 31, 2004.
- 14 -
PREPAID SERVICES SEGMENT
We have provided certain information regarding results for the quarter
ended March 31, 2005. We did not market prepaid calling cards for the
corresponding prior period.
Prepaid services revenue. We began marketing prepaid calling cards and as
a result recognized $891,000 of prepaid service revenue for the three months
ended March 31, 2005.
Equipment revenue. We recognized $64,000 of equipment revenue from
ClearMobile, our prepaid phone product line for the three months ended March 31,
2005.
Cost of prepaid services revenue. We began marketing prepaid calling cards
and as a result incurred $830,000 of costs related to prepaid service revenue
for the three months ended March 31, 2005.
Cost of network operations. Cost of network operations related to our
prepaid calling cards was $22,000 for the three months ended March 31, 2005.
Cost of equipment revenue. Cost of equipment revenue was $54,000 for the
three months ended March 31, 2005.
General and administrative. General and administrative expenses were
$189,000 for the three months ended March 31, 2005.
CORPORATE SEGMENT
General and administrative. General and administrative expenses decreased
to $401,000 for the three months ended March 31, 2005 from $577,000 for the
three months ended March 31, 2004. This decrease primarily was due to our
consolidation of operations completed during April of 2004. We expect general
and administrative expenses to decline as a percentage of revenue during 2005.
LIQUIDITY AND CAPITAL RESOURCES
Since our inception, we financed our operations through a public offering
and private placements of our equity securities. We have incurred significant
operating losses since our inception and as of March 31, 2005 have an
accumulated deficit of $269.9 million. During the three months ended March 31,
2005, we incurred a net loss of $1.0 million and used $144,000 of cash to fund
operating activities. We currently anticipate that our available cash resources
will be sufficient to fund our operating needs for at least the next 12 months.
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.
Net cash used in operating activities amounted to $144,000 for the three
months ended March 31, 2005 principally reflecting our net loss and an increase
in our accounts receivables and was partially offset by a reduction in other
receivables.
We provided $166,000 in cash from investing activities during the three
months ended March 31, 2005, which primarily resulted from a reduction in cash
utilized to support a letter of credit and was partially offset by capitalized
costs associated with the development of our i711.com(TM) branded Internet
service.
Net cash provided by financing activities was $2,000 for the three months
ended March 31, 2005, which resulted from the issuance of stock from exercise of
certain warrants.
As of March 31, 2005, our principal commitments consisted of obligations
outstanding under operating leases. As of March 31, 2005, future minimum
payments for non-cancelable operating leases having terms in excess of one year
amounted to $644,000, of which approximately $290,000 is payable in the next
twelve months.
- 15 -
The following table summarizes GoAmerica's contractual obligations at
March 31, 2005, and the effect such obligations are expected to have on its
liquidity and cash flow in future periods.
Less than 1
March 31, (In thousands) Total Year 1-3 Years 4-5 Years After 5 Years
Contractual Obligations:
Capital Lease Obligations . $ -- $ -- $ -- $ -- $ --
Operating Lease
Obligation ............. 644 290 354 -- --
------------- ------------- ------------- ------------- -------------
Total Contractual Cash
Obligation ............. $ 644 $ 290 $ 354 $ -- $ --
============= ============= ============= ============= =============
Other Commercial Commitments:
Standby Letter of Credit .. $ 300 $ -- $ 300 $ -- $ --
------------- ------------- ------------- ------------- -------------
Total Commercial Commitment $ 300 $ -- $ 300 $ -- $ --
============= ============= ============= ============= =============
For information regarding a short term loan agreement that we entered into
with Hands On Video Relay Services, Inc and Hands On Sign Language Services,
Inc., see Note 8 of Notes to Condensed Consolidated Financial Statements
presented elsewhere herein.
FORWARD LOOKING STATEMENTS
The statements contained in this Quarterly Report on Form 10-Q that are
not historical facts are forward-looking statements (within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended). Such
forward-looking statements may be identified by the use of forward-looking
terminology such as "may", "will", "expect", "estimate", "anticipate",
"continue", or similar terms, variations of such terms or the negative of those
terms. Such forward-looking statements involve risks and uncertainties,
including, but not limited to: (i) our limited operating history; (ii) our
ability to successfully manage our relationship with EarthLink; (iii) our
dependence on EarthLink to provide billing, customer and technical support to
certain of our subscribers; (iv) our ability to respond to the rapid
technological change of the wireless data industry and offer new services; (v)
our dependence on wireless carrier networks; (vi) our ability to respond to
increased competition in the wireless data industry; (vii) our ability to
integrate acquired businesses and technologies; (viii) our ability to generate
revenue growth; (ix) our ability to increase or maintain gross margins,
profitability, liquidity and capital resources; (x) our ability to manage our
remaining operations; (xi) difficulties inherent in predicting the outcome of
regulatory processes; and (xii) our limited experience in offering prepaid
calling cards. Many of such risks and others are more fully described in the
Risk Factors set forth in Exhibit 99.1 to our Annual Report on Form 10-K for the
year ended December 31, 2004. Our actual results could differ materially from
the results expressed in, or implied by, such forward-looking statements.
RECENT ACCOUNTING PRONOUNCEMENTS
In January 2003, the FASB issued interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities". The primary objectives of this
interpretation are to provide guidance on the identification of entities for
which control is achieved through means other than through voting rights
("variable interest entities") and how to determine when and which business
enterprise (the "primary beneficiary") should consolidate the variable interest
entity. This new model for consolidation applies to an entity in which either
(i) the equity investors (if any) do not have a controlling financial interest;
or (ii) the equity investment at risk is insufficient to finance that entity's
activities without receiving additional subordinated financial support from
other parties. In addition, FIN 46 requires that the primary beneficiary, as
well as all other enterprises with a significant variable interest entity, make
additional disclosures. Certain disclosure requirements of FIN 46 were effective
for financial statements issued after January 31, 2003. In December 2003, the
FASB issued FIN 46 (revised December 2003), "Consolidation of Variable Interest
Entities" ("FIN 46-R") to address certain FIN 46 implementation issues. The
effective dates and impact of FIN 46 and FIN 46-R are as follows: (i)
Special-purpose entities ("SPEs") created prior to February 1, 2003. We must
apply either the provisions of FIN 46 or early adopt the provisions of FIN 46-R
at the end of the first interim or annual reporting period ended after December
15, 2003. (ii) Non-SPEs created prior to February 1, 2003. We were required to
adopt FIN 46-R at the end of the first interim or annual reporting period ending
after March 15, 2004. (iii) All entities, regardless of whether an SPE, that
were created subsequent to January 31, 2003; the interpretation applies
immediately. We do not have any arrangements with variable interest entities
that will require consolidation of their financial information in the Company's
financial statements.
- 16 -
In November 2004, the Financial Accounting Standards Board ("FASB") issued
SFAS 151, "Inventory Costs - An Amendment of ARB No. 43, Chapter 4" ("SFAS
151"). SFAS 151 amends the guidance in ARB No. 43, Chapter 4 to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). The provisions of SFAS 151 are effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.
The adoption of SFAS 151 is not expected to have a material effect on our
financial condition or results of operations.
In December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary
Assets - an amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153 amends APB
Opinion 29 to eliminate the similar productive asset exception and establishes
that exchanges of productive assets should be accounted for at fair value,
rather than at carryover basis unless (1) neither the asset received nor the
asset surrendered has a fair value that is determinable within reasonable
limits, (2) the transaction is an exchange transaction to facilitate sales to
customers, or (3) the transaction lacks commercial substance. A nonmonetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. The provisions of
SFAS 153 are effective for nonmonetary exchanges occurring in fiscal periods
beginning after June 15, 2005. The adoption of SFAS 153 is not expected to have
a material effect on our financial condition or results of operations.
In December 2004, the FASB issued SFAS 123R, "Share-Based Payment". SFAS
123R establishes that employee services received in exchange for share-based
payment result in a cost that should be recognized in the income statement as an
expense when the services are consumed by the enterprise. It further establishes
that those expenses be measured at fair value determined as of the grant date.
The provisions of SFAS 123R become effective to the Company on January 1, 2006.
The Company is currently evaluating the effect the adoption of SFAS 123R will
have on our financial condition and results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We believe that we have limited exposure to financial market risks,
including changes in interest rates. At March 31, 2005, 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 $74,000 based on cash and cash equivalent balances
at March 31, 2005. We currently hold no derivative instruments and do not earn
foreign-source income.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures.
As of the end of the Company's most recently completed fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual report) covered by
this report, the Company carried out an evaluation, with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer of the effectiveness of the Company's disclosure
controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based
upon that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in ensuring that information required to be disclosed by the Company
in the reports that it files or submits under the Securities Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms.
Changes in internal controls.
There have been no changes in the Company's internal controls over
financial reporting that occurred during the Company's last fiscal quarter to
which this report relates that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting.
- 17 -
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On July 31, 2002, GoAmerica filed suit against Flash Creative Management,
Inc. ("Flash") and certain former officers and shareholders of Flash (the "Flash
Defendants") in the United States District Court for the District of New Jersey
for violations of federal and state securities law and common law fraud in
connection with GoAmerica's acquisition of the assets of Flash in November 2000.
In October 2002, each of the Flash Defendants filed answers to GoAmerica's
complaint denying all of the Company's charges, with the individual Flash
Defendants adding counterclaims against the Company and certain named officers
alleging, among other things, fraudulent misrepresentation, violations of state
securities law and unjust enrichment in excess of $1 million. The Company filed
a motion to dismiss the Flash Defendants' counterclaims and the Flash Defendants
filed cross-motions for judgment on the pleadings and for summary judgment
seeking dismissal of the Company's claims against them. On March 2, 2005, all of
the Flash Defendants' counterclaims against GoAmerica and the named GoAmerica
officers were dismissed. Additionally, the Flash Defendants' cross-motions to
dismiss the Company's claims against them were denied in all respects other than
the Company's common law fraud claim. The Company is exploring its options as a
result of these favorable dismissals as pretrial activity continues.
On September 22, 2004, Boundless Depot, LLC ("Boundless Depot") and Scott
Johnson, one of two Boundless Depot shareholders, sued GoAmerica and Wynd
Communications in the Superior Court of the State of California for the County
of Los Angeles, claiming damages of one million dollars for GoAmerica's refusal
to pay Boundless Depot unattained contingent consideration, comprising cash
and/or GoAmerica Common Stock, with respect to the Asset Purchase Agreement
dated as of February 8, 2003 (the "Deafwireless Agreement"), pursuant to which
GoAmerica and Wynd Communications acquired certain Deafwireless assets. The
total value of such contingent consideration, if all contingencies had been
fully met and amounts paid immediately thereupon, would not have exceeded
$211,000; however, the Company does not believe any of the contingent
consideration is owed to Boundless Depot or either of its shareholders since
conditions of the Deafwireless Agreement were not met and the Company incurred
costs for which it is entitled to receive reimbursement from Boundless Depot or
offset against any amounts that may become payable to Boundless Depot. The
Company intends to defend this action vigorously and may elect to pursue
counterclaims.
ITEM 6. EXHIBITS.
10.1 Short Term Loan Agreement between Hands On Video Relay Services, Inc.
and Hands On Sign Language Services, Inc., and GoAmerica, Inc.
10.2 Letter Agreement, dated May 2, 2005, between GoAmerica, Inc., Hands
On Video Relay Services, Inc., Hands on Sign Language Services, Inc., Ronald
Obray and Denise Obray.
31.1 Certification of the Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
- 18 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GOAMERICA, INC.
DATE: May 12, 2005 By: /s/ Daniel R. Luis
---------------------------------
Daniel R. Luis
Chief Executive Officer
(Principal Executive Officer)
DATE: May 12, 2005 By: /s/ Donald G. Barnhart
---------------------------------
Donald G. Barnhart
Chief Financial Officer
(Principal Financial and Accounting
Officer)
- 19 -