SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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, 2001
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 / /
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of April 30, 2001:
Class Number of Shares
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Common Stock, $.01 par value 53,239,963
GOAMERICA, INC.
TABLE OF CONTENTS
Page
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PART I. FINANCIAL INFORMATION..................................................................... 1
Item 1. Financial Statements (unaudited)........................................................ 1
Condensed Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000........ 2
Condensed Consolidated Statements of Operations for the Three Months Ended
March 31, 2001 and 2000......................................................... 3
Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2001 and 2000......................................................... 4
Notes to Condensed Consolidated Financial Statements.................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations... 7
General................................................................................. 7
Results of Operations................................................................... 7
Liquidity and Capital Resources......................................................... 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk.............................. 9
PART II. OTHER INFORMATION......................................................................... 10
Item 2. Changes in Securities and Use of Proceeds............................................... 10
Item 5. Other Information....................................................................... 10
Item 6. Exhibits and Reports on Form 8-K........................................................ 11
SIGNATURES.............................................................................................. 12
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GOAMERICA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
March 31, December 31,
2001 2000
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(unaudited)
Assets
Current assets:
Cash and cash equivalents............................................... $ 92,071 $ 114,411
Accounts receivable, net................................................ 6,838 5,017
Merchandise inventories................................................. 20,296 14,021
Prepaid expenses and other current assets............................... 4,655 5,802
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Total current assets......................................................... 123,860 139,251
Restricted cash.............................................................. 797 738
Property, equipment and leasehold improvements, net.......................... 7,867 6,902
Goodwill, net................................................................ 36,986 40,103
Trade names and other intangables, net....................................... 18,639 19,978
Other assets................................................................. 797 774
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$ 188,946 $ 207,746
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Liabilities and stockholders' equity
Current liabilities:
Accounts payable........................................................ $ 9,716 $ 9,935
Accrued expenses........................................................ 8,629 13,088
Deferred revenue........................................................ 3,893 2,182
Other current liabilities............................................... 614 515
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Total current liabilities.................................................... 22,852 25,720
Other long term liabilities.................................................. 484 496
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, authorized: 4,351,943 shares in
2001 and 2000; issued and outstanding: none in 2001 and 2000............ -- --
Common stock, $.01 par value, authorized: 100,000,000 shares in
2001 and 2000; issued and outstanding: 53,239,963 in 2001 and
53,128,715 in 2000...................................................... 532 531
Additional paid-in capital.............................................. 269,084 268,849
Deferred employee compensation.......................................... (5,810) (7,786)
Accumulated deficit..................................................... (98,196) (80,064)
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Total stockholders' equity .................................................. 165,610 181,530
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$ 188,946 $ 207,746
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The accompanying notes are an integral part of these financial statements.
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GOAMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended March 31,
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2001 2000
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Revenues:
Subscriber.............................................. $ 5,406 $ 831
Equipment............................................... 2,348 606
Other................................................... 245 4
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7,999 1,441
Costs and expenses:
Cost of subscriber airtime.............................. 1,730 1,082
Cost of network operations.............................. 755 98
Cost of equipment revenue............................... 2,909 891
Sales and marketing..................................... 7,779 4,823
General and administrative.............................. 9,340 6,585
Depreciation and amortization........................... 560 101
Amortization of goodwill and other intangibles.......... 4,537 --
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27,610 13,580
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Loss from operations......................................... (19,611) (12,139)
Interest income, net......................................... 1,479 188
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Net loss..................................................... $ (18,132) $ (11,951)
Beneficial conversion feature and accretion of redemption
value of mandatorily redeemable convertible preferred -- (29,938)
stock................................................. -------------- --------------
Net loss applicable to common stockholders................... $ (18,132) $ (41,889)
============== ==============
Basic net loss per share applicable to common stockholders... $ (0.34) $ (1.75)
Diluted net loss per share applicable to common
stockholders.......................................... $ (0.34) $ (1.75)
=============== ===============
Weighted average shares used in computation of basic net
loss per share applicable to common stockholders.......... 52,608,875 23,885,029
Weighted average shares used in computation of diluted net
loss per share applicable to common stockholders.......... 53,175,929 23,909,198
The accompanying notes are an integral part of these financial statements.
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GOAMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended March 31,
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2001 2000
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Operating activities
Net loss............................................................. $ (18,132) $ (11,951)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization...................................... 560 101
Amortization of intangible assets.................................. 4,537 --
Provision for losses on accounts receivable........................ 255 --
Non-cash employee compensation..................................... 1,339 5,050
Deferred rent expense.............................................. 20 52
Non-cash marketing expense......................................... 551 --
Changes in operating assets and liabilities:
Increase in accounts receivable.................................. (2,076) (207)
Increase in inventory............................................ (6,275) (113)
Decrease (increase) in prepaid expenses and other assets......... 1,065 (1,845)
(Decrease) Increase in accounts payable.......................... (219) 794
(Decrease) increase in accrued expenses.......................... (4,244) 552
Increase (decrease) in deferred income........................... 1,711 (25)
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Net cash used in operating activities................................ (20,908) (7,592)
Investing activities
Purchase of property, equipment and leasehold improvements........... (1,314) (1,167)
Acquisition of business, net of acquired cash........................ (82) --
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Net cash used in investing activities................................ (1,396) (1,167)
Financing activities
Proceeds from sale of common stock, net.............................. 108 5
Proceeds from sale of preferred stock................................ -- 24,637
Deferred financing costs............................................. -- (835)
Payments made on capital lease obligations........................... (144) (57)
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Net cash (used) provided by financing activities..................... (36) 23,750
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(Decrease) increase in cash and cash equivalents..................... (22,340) 14,991
Cash and cash equivalents at beginning of period..................... 114,411 6,344
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Cash and cash equivalents at end of period........................... $ 92,071 $ 21,335
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Non-cash investing and financing activities
Acquisition of equipment through capital leases...................... $ 211 $ --
Issuance of common stock purchase warrants in exchange for sales and
marketing services $ 765 $ --
Common stock issued in connection with sale of preferred stock....... $ -- $ 3,649
The accompanying notes are an integral part of these financial statements.
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GOAMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 -- Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
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. (the
"Company") and its wholly-owned subsidiaries. Accordingly, certain information
and footnote disclosures required in financial statements prepared in accordance
with generally accepted accounting principles 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) which the Company considers necessary for the fair presentation of
its financial position as of March 31, 2001 and the results of its operations
and its cash flows for the three month periods ended March 31, 2001 and 2000.
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 for the year ended December 31, 2000.
Results for the interim period are not necessarily indicative of
results that may be expected for the entire year. During the first quarter of
2001, the Company renegotiated certain contractual obligations. As a result,
the Company recorded a $1.9 million one-time reduction of accruals for certain
subscriber-related costs recorded in prior periods.
Note 2 - Significant Accounting Policies:
Cost of Network Operations
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 Emerging Issues Task Force, or 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 classification of these discounts, coupons, rebates
and free products. EITF 00-14 is effective April 1, 2001. The Company does not
expect the adoption of EITF 00-14 to have a material impact on its financial
position, results of operations or cash flows.
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivatives and Hedging Activities" (SFAS
133), which establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively, referred to as "derivatives") and for hedging
activities. SFAS 133, as amended, was effective for all fiscal quarters of
fiscal years beginning after June 15, 2000. The adoption of SFAS 133 had no
impact on the Company's results of operations, financial position or cash flows
as the Company does not currently or intend to engage in derivatives or hedging
transactions.
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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 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 applicable 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 to exclude 567,054
common shares for the three month period ended March 31, 2001 for outstanding
shares held in escrow as a result of the Company's acquisitions during 2000.
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 to include 24,169 common shares for the
three month period ended March 31, 2000 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 issued for nominal consideration) have been excluded from
the calculation of diluted earnings per share.
Note 4 - Warrant Issuance
During January 2001, the Company entered into a service agreement with
Sony Electronics Inc. ("Sony") with an initial term of one year. In conjunction
with the agreement, the Company issued Sony a warrant to purchase up to 500,000
shares of the Company's common stock at an exercise price of $16.00 per share.
This warrant was 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 $765,000 of which approximately $191,000 was recognized
by the Company during the three months ended March 31, 2001 as sales and
marketing expense. The Company will recognize the unamortized portion over the
remaining term of the agreement. All such warrants remain outstanding as of
March 31, 2001. The agreement also requires the Company to provide up to $3.5
million of marketing funds.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
General
GoAmerica, Inc., a Delaware corporation ("We," "Us" or the "Company")
is a nationwide wireless Internet services provider. We enable our individual
and business subscribers to access remotely the Internet, email and corporate
intranets in real time through a wide variety of mobile computing and
communications devices. Through our Wireless Internet Connectivity Center, we
offer our subscribers comprehensive and flexible mobile data solutions for
wireless Internet access by providing wireless network services, mobile devices,
software and subscriber service and support.
We derive our revenue primarily from the sale of 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 customer support centers as well as our customized billing
system. Recently, we have invested additional capital in the development of our
software application Go.Web and other software applications. Our plan is to
continue to invest in our network operations and customer support centers, as
well as to expand our sales and marketing efforts. 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
significant 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 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.
Results of Operations
Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000
Subscriber revenue. Subscriber revenue increased 551%, to $5.4 million
for the three months ended March 31, 2001 from $831,000 for the three months
ended March 31, 2000. The increase was due to increased subscriber levels as
well as the June 2000 acquisition of Wynd Communications Corporation ("Wynd").
Our subscriber base increased to 71,587 subscribers at March 31, 2001 from 8,698
subscribers at March 31, 2000. We expect the number of our subscribers will
increase as a result of our expanded sales and marketing efforts. Our average
monthly revenue per user (ARPU) decreased to $30.23 for the three months ended
March 31, 2001 from $34.74 for the three months ended March 31, 2000. The
decline in ARPU was due to an increase in the number of new subscribers from
our Go.Web channel partners.
Equipment revenue. Equipment revenue increased 288%, to $2.3 million
for the three months ended March 31, 2001 from $606,000 for the three months
ended March 31, 2000. This increase was primarily due to an increase in the
number of mobile devices sold during the three months ended March 31, 2001
compared to the three months ended March 31, 2000.
Other revenue. Other revenue, which consists primarily of revenue
derived from consulting services, increased to $245,000 for the three months
ended March 31, 2001 from $4,000 for the three months ended March 31, 2000. This
increase was primarily due to the November 2000 acquisition of Flash Creative
Management, Inc. ("Flash"). We have not pursued consulting projects and
consulting services to third parties.
Cost of subscriber airtime. During the first quarter of 2001, we
renegotiated certain contractual obligations. As a result, we recorded a $1.9
million one-time reduction of accruals for certain subscriber-related costs
recorded in prior periods. Cost of subscriber airtime increased 60%, to $1.7
million for the three months ended March 31, 2001 from $1.1 million for the
three months ended March 31, 2000. Excluding the one-time adjustment, cost of
subscriber airtime increased 238% to $3.6 million for the three months ended
March 31, 2001 from $1.1 million for the three months ended March 31, 2000. This
increase was due to the completion of the acquisition of Wynd, an increase in
our subscriber base and a related increase in airtime usage during the three
months ended March 31, 2001 compared to the three months ended March 31, 2000
and was partially offset by the one-time adjustment previously described. We
expect the number of subscribers and related use of our services to increase
which will result in increased costs of subscriber revenue.
-7-
Cost of network operations. Cost of network operations increased 670%,
to $755,000 for the three months ended March 31, 2001 from $98,000 for the three
months ended March 31, 2000. This increase was due to the opening of our
Wireless Internet Connectivity Center in New York City on October 31, 2000.
Previously, these costs were reported as a component of general and
administrative expenses.
Cost of equipment revenue. Cost of equipment revenue increased 227%, to
$2.9 million for the three months ended March 31, 2001 from $891,000 for the
three months ended March 31, 2000. This increase primarily was due to an
increase in the number of mobile devices sold during the three months ended
March 31, 2001 compared to the three months ended March 31, 2000.
Sales and marketing. Sales and marketing expenses increased to $7.8
million for the three months ended March 31, 2001 from $4.8 million for the
three months ended March 31, 2000. This increase primarily was due to increased
advertising costs paid to third parties and the salaries and benefits, including
$600,000 in stock-based compensation, for personnel performing sales and
marketing activities and was incrementally increased as a result of the
acquisition of Wynd. We expect sales and marketing expenses to further increase
as we expand our advertising program to increase brand awareness and add
personnel to our sales and marketing department.
General and administrative. General and administrative expenses
increased to $9.3 million for the three months ended March 31, 2001 from $6.6
million for the three months ended March 31, 2000. This increase primarily was
due to increased salaries and benefits, including $739,000 in stock-based
compensation, for personnel performing business development and general
corporate activities and was incrementally increased as a result of the
acquisitions of Wynd, Hotpaper and Flash. We expect general and administrative
expenses to increase as we add personnel and incur additional expenses related
to the anticipated growth of our business and costs associated with our
operation as a public company.
Amortization of goodwill and other intangibles. For the three months
ended March 31, 2001, the Company incurred $4.5 million of amortization of
goodwill and other intangibles arising from the acquisitions of Wynd, Hotpaper
and Flash.
Interest income. Interest income increased to $1.5 million for the
three months ended March 31, 2001 from $188,000 for the three months ended March
31, 2000. Such income primarily was due to increased cash balances as a result
of the consummation of our initial public offering and private placement
financings completed during 2000.
Liquidity and Capital Resources
Since our inception through April 12, 2000, we financed our operations
primarily through private placements of our equity securities and our redeemable
convertible preferred stock. On April 12, 2000, we consummated an 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 shares were issued and sold by us. As of March
31, 2001, we had $92.1 million in cash and cash equivalents and $101.0 million
of working capital.
Net cash used in operating activities was $20.9 million for the three
months ended March 31, 2001. The principal use of cash in such period was to
fund our losses from operations. We also used approximately $6.3 million to
acquire inventory of wireless devices for resale.
Net cash used in investing activities was $1.4 million for the three
months ended March 31, 2001. Cash used in investing activities for the three
months ended March 31, 2001 was principally for purchases of property, equipment
and leasehold improvements.
Net cash used by financing activities was $36,000 for the three months
ended March 31, 2001. Cash provided by financing activities in this period was
primarily attributable to proceeds from the exercise of stock options.
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As of March 31, 2001, our principal commitments consisted of
obligations outstanding under operating leases. As of March 31, 2001, future
minimum payments for non-cancelable operating leases having terms in excess of
one year amounted to $13.5 million, of which approximately $2.3 million is
payable for the remainder of 2001. We anticipate a substantial increase in our
capital expenditures and lease commitments consistent with our anticipated
growth in operations, infrastructure and personnel, including the deployment of
additional network equipment. Additionally, we have existing supply agreements
with equipment manufacturers under which we are obligated to purchase an
aggregate of approximately $12 million of wireless devices during 2001. During
January 2001, the Company entered into a service agreement with Sony
Electronics Inc. ("Sony") requiring the Company to provide up to $3.5 million
of marketing funds.
We believe that our existing available cash, including the proceeds
from our initial public offering, will be adequate to satisfy our current and
planned operations for at least the next 18 months. There can be no assurance,
however, that we will not require additional financing prior to such time to
fund our operations or possible acquisitions.
Forward Looking Statements
Statements contained in this Form 10-Q that are not based on historical
fact are "forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements may be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "estimate," "anticipate," "continue," or similar terms, variations of
such terms or the negative of those terms. Such forward-looking statements
involve risks and uncertainties, including, but not limited to: (i) our limited
operating history; (ii) our need to substantially increase the number of our
subscribers; (iii) our need to improve our systems to monitor our wireless
airtime costs more effectively; (iv) our ability to respond to the rapid
technological change of the wireless data industry; (v) our dependence on
wireless carrier networks; (vi) our need to expand our sales and marketing
activities and build the GoAmerica brand; (vii) our ability to respond to
increased competition in the wireless data industry; (viii) our ability to
integrate acquired businesses and technologies; (ix) our ability to leverage
strategic alliances to generate revenue growth; and (x) our ability to increase
or maintain gross margins, liquidity and capital resources. As a result of such
risks and others expressed from time to time in the Company's filings with the
Securities and Exchange Commission (the "Commission"), the Company's actual
results may differ materially from the results discussed in or implied by the
forward-looking statements contained herein.
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 is effective April 1, 2001. We do not expect the adoption of EITF 00-14 to
have a material impact on our financial position, results of operations or cash
flows.
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivatives and Hedging Activities" (SFAS
133), which establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively, referred to as "derivatives") and for hedging
activities. SFAS 133, as amended, was effective for all fiscal quarters of
fiscal years beginning after June 15, 2000. The adoption of SFAS 133 had no
impact on our results of operations, financial position or cash flows as we do
not currently or intend to engage in derivatives or hedging transactions.
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, 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 $920,000 based on cash and cash equivalent balances
at March 31, 2001. We currently hold no derivative instruments and do not earn
foreign-source income.
-9-
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
Changes in Securities
The following information relates to all securities sold by us within
the first quarter of 2001 which were not registered under the securities laws at
the time of grant, issuance and/or sale:
1. Option Grants
On March 30, 2001, we granted stock options to various employees
pursuant to our 1999 Stock Plan which were not registered securities under the
Securities Act of 1933, as amended (the "Securities Act"). All such options were
granted at an exercise price of $2.031 per share, the then current fair market
value of our Common Stock. The aggregate number of shares of Common Stock
underlying such stock option grants totaled 709,875.
2. Warrant Issuance
On January 1, 2001, we issued Sony Electronics, Inc., a Delaware
corporation, or Sony, warrants which were not registered under the Securities
Act in partial consideration for certain obligations of Sony, under the terms of
a certain Services Agreement by and between us and Sony. All such warrants were
issued at an exercise price of $16.00 per share, with a three year exercise
period from the date of grant. The aggregate number of shares of Common Stock
underlying such warrants grant totaled 500,000.
We did not employ an underwriter in connection with the issuances of
the securities described in this Item 2. 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 contract relating to compensation. All recipients had
adequate access to information about us.
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 CSFBdirect. 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 March 31, 2001, approximately $92.1 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 $54.1 million of the net proceeds
have been specifically applied as follows: (i) $5.1 million for the acquisition
of other businesses; (ii) $16.2 million for sales and marketing expenses; (iii)
$3.2 million for the purchase of capital assets; and (iv) $29.6 million for
working capital needs.
Item 5. Other Information.
Resignation of Directors.
Effective March 28, 2001, Zachary Prensky and Andrew Seybold resigned
as Class A members of the Board of Directors for personal reasons. In order to
facilitate a more even distribution of the number of directors among the three
classes of directors, on the same date, Joseph Korb resigned as a Class B member
of the Board of Directors. The remaining members of the Board, acting by
unanimous written consent effective March 28, 2001, decreased the size of the
entire Board of Directors from nine to seven members, elected Joseph Korb as a
Class A director, filling the one remaining vacancy on the Board and
re-constituted the various committees of the Board of Directors, as necessary,
to replace the resigning members thereof. Therefore, the current Class A
directors are Mark Kristoff and Joseph Korb, the
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current Class B directors are Robi Blumenstein and Brian Bailey and the current
Class C directors are Aaron Dobrinsky, Adam Dell and Alan Docter.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.1+ - Service Provider Agreement by and between GoAmerica,
Inc. and Research In Motion Limited, effective
May 1, 2000.
10.2+ - Amendment to the Service Provider Agreement,effective
May 1, 2000, by and between GoAmerica, Inc. and
Research In Motion Limited, dated August 31, 2000.
- ---------------
+ Confidential treatment has been requested for a portion of this Exhibit
and we are awaiting a final determination. Confidential materials have been
omitted and filed separately with the Securities and Exchange Commission.
(b) Reports on Form 8-K.
During the quarter ended March 31, 2001, we did not file any Current Reports
on Form 8-K with the Commission.
-11-
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 11, 2001 By: /s/ Aaron Dobrinsky
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Aaron Dobrinsky
Chief Executive Officer
(Principal Executive Officer)
DATE: May 11, 2001 By: /s/ Francis J. Elenio
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Francis J. Elenio
Chief Financial Officer
(Principal Financial and Accounting
Officer)