Vonage 2009 Annual Report Download

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Table of contents

  • Page 1
    LINKING THE WORLD â„¢ 2009 20 09 A ANN NNUA UAL L RE REPO PORT RT

  • Page 2
    ... free download on the iPhone, BlackBerry and iPod Touch. VONAGE WORLD Vonage World provides unlimited calling around the world to more than 60 countries, including India, Mexico and China. In addition, Vonage Visual Voicemail® provides unlimited "readable voicemail" delivered via email or SMS text...

  • Page 3
    ... higher priced rate plans IMPROVED THE CUSTOMER EXPERIENCE ° Reduced customer churn to its lowest level in two years ° Improved the customer value proposition by offering Vonage World and Vonage World for Mobile, which provide unlimited international calling for one at rate ° Improved customer...

  • Page 4
    ... of our business and address new markets. Vonage is rapidly becoming a company that delivers voice and integrated messaging across virtually any Internet-connected device over fixed and mobile broadband networks, connecting customers around the world. And there is more to come. As we move into 2010...

  • Page 5
    ...Main Street, Holmdel, New Jersey (Address of principal executive offices) 07733 (Zip Code) (732) 528-2600 Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, Par...

  • Page 6

  • Page 7
    ... and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services 46 46 46 46 46 Item 15. Exhibits, Financial Statement Schedules Signatures Index to Financial Statements 47 51 F-1 VONAGE ANNUAL REPORT 2009

  • Page 8
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  • Page 9
    ...Exchange listing requirements; our history of net operating losses; our ability to obtain additional financing if needed; differences between our service and traditional phone services, including our 911 service; our dependence on our customers' existing broadband connections; uncertainties relating...

  • Page 10
    ..., features and personal profile information regardless of location, device or how they access the Internet, including over 3G, 4G, Cable or DSL broadband networks. In August 2009, we launched Vonage World, a residential plan that includes unlimited calling to more than 60 countries, including India...

  • Page 11
    ...Visual Voicemail, which provides "readable voicemail" delivered via email or short message service (SMS) text message. > Vonage World Mobile. This mobile calling plan provides unlimited outbound calling to landline phones in all cities and locations in more than 60 countries, including India, Mexico...

  • Page 12
    ... Canada, and Puerto Rico for business customers. Customers are charged 3.9¢ per minute after the first 1,500 monthly minutes used. This plan also includes a free dedicated fax line. > Vonage Mobile Pay Per Use. This mobile calling plan provides low per-minute international outbound calling rates...

  • Page 13
    ...(SIP) Proxy Router Phone Gateway Class 4 Class 5 Switch Switch (Long Distance) (Local) Phone Vonage TA DSL Modem Digital Subscriber Line Access Multiplexer Router (DSLAM) Media Relay Customer Location Internet Service Provider Public Internet 6 Vonage Public Switched Telephone Network...

  • Page 14
    ...'s registered location information and, in some cases, the caller's phone number. Where the emergency call center is unable to process the information, the caller is provided a service that is similar to the basic 911 services offered to some wire line telephone customers and some wireless customers...

  • Page 15
    ...those programs that bring in high value, long-term customers. Customer Service We offer our customers support 24 hours a day, seven days a week through both our comprehensive online account management website and our toll free number. We believe that many customers use our self-service website when...

  • Page 16
    ... within the current monthly billing cycle. If the customer's credit card, debit card or ECP cannot be successfully processed during three billing cycles (i.e. the current and two subsequent monthly billing cycles), we terminate the account. In December 2009, we entered into a contract with Amdocs...

  • Page 17
    ... for wire line service. For example, many wireless phone companies now offer dual mode phones, which permit voice communications over a Wi-Fi network when available and which do not count against mobile plan minutes. Certain wireless phone companies have also made available products incorporating...

  • Page 18
    ... customers, reduce our market share and revenues or cause us to lower our prices or offer additional features that may result in additional costs without commensurate price increases. 10 VONAGE ANNUAL REPORT 2009 If we fail to adapt to rapid changes in the market for voice and messaging services...

  • Page 19
    ...on a mobile phone for home telecommunications, while eliminating landline connections, which is known as wireless substitution. In addition, reduced consumer spending may drive us and our competitors to offer certain services at promotional prices, which could have a negative impact on our operating...

  • Page 20
    ...wire line telephone service or wireless service, our service requires our customers to have an operative broadband Internet connection and an electrical power supply, which are provided by the customer's Internet service provider and electric utility company, respectively, and not by us. The quality...

  • Page 21
    ... agreements with companies that initiate our local number portability, which allow new customers to retain their existing telephone numbers when subscribing to our services. We will need to work with these companies to attain compliance with a new one-day porting requirement that becomes effective...

  • Page 22
    ... network, systems and procedures to meet Payment Card Industry ("PCI") data security standards, which requires periodic audits, including an initial audit that was completed in the first quarter of 2009, by independent third parties to assess compliance. PCI Our emergency and E-911 calling services...

  • Page 23
    ... practice for companies that bill their customers in advance of providing services. As such, we provided our credit card processors with cash reserves of $22,423 and a cash collateralized letter of credit for $10,500 as of December 31, 2009. Under our credit card processing agreements with our...

  • Page 24
    ...could limit our growth. Currently, there are several countries where regulations prohibit us from offering service. In addition, because customers can use our services almost anywhere that a broadband Internet connection is available, including countries where providing VoIP services is illegal, the...

  • Page 25
    ... potential purchasers from acquiring us. Such provisions could have the effect of depriving stockholders of an opportunity to sell their shares at a premium over prevailing market prices. Any delay or prevention of, or significant payments required to be made upon, a change of control transaction or...

  • Page 26
    ... of our offices and locations: Lease Expiration Date 2017 2010 2011 Location Holmdel, New Jersey London, United Kingdom Altanta, Georgia Business Use Corporate Headquarters, Network Operations, Customer Service, Sales and Marketing, and Administration Sales and Marketing, Administration Product...

  • Page 27
    ...formerly the NASD) and the New York Stock Exchange, among other things. Vonage has declined to reimburse these three firms any fees or expenses. The settlement described above does not resolve the IPO underwriters' claims for indemnification against the Company. Consumer Class Action Litigations. We...

  • Page 28
    ... American Numbering Council proposed processes to implement the one-day requirement on November 2, 2009. Large telecommunication providers (greater than 2% of the nation's subscriber lines) have nine months to implement the process before the one-day requirement becomes effective on August 2, 2010...

  • Page 29
    ...complied with the New Jersey sales tax. We have received inquiries or demands from a number of state and municipal taxing and 911 agencies seeking payment of Taxes that are applied to or collected from customers of providers of traditional public switched telephone network services. Although we have...

  • Page 30
    ... as Vice President of Customer Life. Prior to joining Vonage, from 1997, Ms. Haenggi served as Vice President of Worldwide Marketing for ADT Security Services and various other sales and marketing operational roles. Ms. Haenggi's experience in the home security and protection industry also includes...

  • Page 31
    ... Senior Vice President of Customer Care. Kimberly O'Loughlin, age 47, joined us as Senior Vice President of Customer Care in April 2009. Ms. O'Loughlin has more than 20 years of experience in customer service, Internet (web) services, operations, information technology, product management, marketing...

  • Page 32
    ...Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Price Range of Common Stock Our common stock has been listed on the New York Stock Exchange under the ticker symbol "VG" since May 24, 2006. Prior to that time, there was no public market for our common...

  • Page 33
    ..., if any. The graph assumes the initial value of our common stock on May 24, 2006 was the closing sales price of $14.85 per share. The graph below and related information shall not be deemed "soliciting material" or "filed" with the Securities and Exchange Commission or otherwise subject to the...

  • Page 34
    ... the related notes included elsewhere in this Annual Report on Form 10-K. For the Years Ended December 31, 2007 2006 2005 (in thousands, except per share amounts) Statement of Operations Data: Operating Revenues: Telephony services Customer equipment and shipping Operating Expenses: Direct cost of...

  • Page 35
    ... by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities Balance Sheet Data (at period end): Cash, cash equivalents and marketable securities Property and equipment, net Restricted cash Total assets Total debt, net...

  • Page 36
    ..., features and personal profile information regardless of location, device or how they access the Internet, including over 3G, 4G, Cable or DSL broadband networks. In August 2009 we launched Vonage World, a residential plan that includes unlimited calling to more than 60 countries, including India...

  • Page 37
    ...subscriber line additions during the period. Marketing expense does not include the cost of certain customer acquisition activities, such as rebates and promotions, which are accounted for as an offset to revenues, or customer equipment subsidies, which are accounted for as direct cost of goods sold...

  • Page 38
    ... World Mobile" and "Vonage Mobile Pay Per Use" and two small office and home office calling plans, "Small Business Premium Unlimited Minutes" and "Small Business Basic 1500 Minutes." Each of our unlimited plans offers unlimited domestic calling as well as unlimited calling to Puerto Rico, Canada...

  • Page 39
    ... made to incumbent telephone companies. When a Vonage subscriber calls another Vonage subscriber, we do not pay an access charge. The cost of leasing internet transit services from multiple internet service providers. This internet connectivity is used to carry VoIP session initiation signaling and...

  • Page 40
    ... Years Ended December 31, 2009 2008 2007 Operating Revenues: Telephony services Customer equipment and shipping 97% 3 100 Operating Expenses: Direct cost of telephony services (excluding depreciation and amortization) Royalty Total direct cost of telephony services Direct cost of goods sold Selling...

  • Page 41
    ... and from the Internet to the public switched telephone network, increased by $2,938. Also, we had an increase in other cost of services of $1,184, mainly for new features. This was offset by a decrease of $4,501 in fees that we pay other phone companies for terminating phone calls and a decrease of...

  • Page 42
    ...of less period over period customer additions and the introduction of a new promotion in May 2009 that eliminated equipment and shipping fees for customers who signed up for our residential unlimited plan, which resulted in a decrease in the dollar value of customer equipment sales net of rebates of...

  • Page 43
    ... related to a decrease in alternative media of $8,055, in online advertising of $19,831, in retail advertising of $7,030 and in direct mail costs of $4,084. These decreases were offset by an increase in television advertising of $13,919. For year ended December 31, 2009, we reduced marketing...

  • Page 44
    ...corporation business tax benefit certificate transfer program, which allows certain high technology and biotechnology companies to transfer unused New Jersey net operating loss carryovers to other New Jersey corporation business taxpayers. During 2003 and 2004, we submitted an application to the New...

  • Page 45
    ... Telephony services Customer equipment and shipping Operating expenses: Direct cost of telephony services (1) Direct cost of goods sold Selling, general and administrative Marketing Depreciation and amortization Mar 31, 2008 Jun 30, 2008 Sep 30, 2008 Dec 31, 2008 Mar 31, 2009 Jun 30, 2009 For...

  • Page 46
    ... of our Vonage World plan. Direct cost of goods sold. The fluctuations in direct cost of goods sold expenses between the quarters was due to the mix in the type of customer equipment sold and the fluctuations in the subscriber line additions. In addition in 2008 and 2009 there were incremental...

  • Page 47
    ..., repurchase and redeem stock; modify material contracts; engage in transactions with affiliates and 5% stockholders; change lines of business; and make marketing expenditures under contracts with a duration in excess of one year that exceed (i) $95,000 until December 31, 2009 and (ii) for...

  • Page 48
    ... cash used in operating activities of $270,926 for the prior year period, primarily due to the absence of patent litigation settlements including royalties in 2008, lower marketing expenditures and improved direct margin. Changes in working capital requirements include changes in accounts receivable...

  • Page 49
    ...082 related to our corporate headquarters in Holmdel, New Jersey that expire in 2017. Operating lease obligations. At December 31, 2009, future commitments for operating leases included $3,167 for co-location facilities in the United States that accommodate a portion of our network equipment through...

  • Page 50
    ..., no customer acquisition costs are deferred. Customer activation fees when collected, along with the related 42 VONAGE ANNUAL REPORT 2009 Inventory Inventory consists of the cost of customer equipment and is stated at the lower of cost or market, with cost determined using the average cost method...

  • Page 51
    ... is applied annually so as to limit the use of our pre-change net operating loss carryforwards to an amount that generally equals the value of our stock immediately before the ownership change multiplied by a designated federal longterm tax-exempt rate. In addition, we may be able to increase the...

  • Page 52
    ... Company's annual debt service payment would change by approximately $1,300. We have no investments at December 31, 2009. Historically, we invested in a variety of securities that consisted primarily of investments in interest-bearing demand deposit accounts with financial institutions, money market...

  • Page 53
    ...assessment, management concluded that, as of December 31, 2009, our internal control over financial reporting is effective based on those criteria. Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting. This report appears...

  • Page 54
    ... by reference. ITEM 14. Principal Accountant Fees and Services The discussion under the heading "Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm" in 46 VONAGE ANNUAL REPORT 2009 our Proxy Statement for the 2010 Annual Meeting of Stockholders is hereby incorporated...

  • Page 55
    ... of Certificate of Vonage Holdings Corp. Common Stock(4) Form of 20.00% Senior Secured Third Lien Notes due 2015 issued by Vonage Holdings Corp. and Vonage America Inc.(15) Stock Purchase Warrant To Purchase Common Stock of Vonage Holdings Corp.(3) Stock Purchase Warrant To Purchase Shares of Series...

  • Page 56
    ... and Vonage Network of New Jersey d/b/a Vonage Network Inc. (assignee of Vonage Holding Corp.)(7) Fourth Amendment to Services Agreement, dated May 1, 2009 between Third Party Verification, Inc. and Vonage Network LLC (formerly known as Vonage Network Inc.)(19) License and Managed Services Agreement...

  • Page 57
    Exhibit Number 21.1 23.1 31.1 31.2 32.1 List of Subsidiaries of Vonage Holdings Corp.(21) Description of Exhibit Consent of BDO Seidman, LLP, independent registered public accounting firm(21) Certification of our Interim Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) ...

  • Page 58
    ... such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. /s/ BDO Seidman, LLP Woodbridge, New Jersey February 26, 2010 50 VONAGE ANNUAL REPORT 2009

  • Page 59
    ... of Holmdel, State of New Jersey, on February 26, 2010. VONAGE HOLDINGS CORP. Dated: February 26, 2010 By: /S/ JOHN S. REGO John S. Rego Executive Vice President, Chief Financial Officer and Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed...

  • Page 60
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  • Page 61
    ... Page Report of Independent Registered Public Accounting Firm-BDO Seidman, LLP Report of Independent Registered Public Accounting Firm-BDO Seidman, LLP Consolidated Balance Sheets as of December 31, 2009 and 2008 Consolidated Statements of Operations for the years ended December 31, 2009, 2008...

  • Page 62
    ...OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Vonage Holdings Corp. Holmdel, New Jersey We have audited the accompanying consolidated balance sheets of Vonage Holdings Corp. as of December 31, 2009 and 2008, and the related consolidated statements of operations...

  • Page 63
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Vonage Holdings Corp. Holmdel, New Jersey We have audited Vonage Holdings Corp.'s (the "Company") internal control over financial reporting as of December 31, 2009, based on criteria established in Internal ...

  • Page 64
    ... assets Total current assets Property and equipment, net Software, net Deferred customer acquisition costs, non-current Debt related costs, net Restricted cash Intangible assets, net Other assets Total assets Liabilities and Stockholders' Equity (Deficit) Liabilities Current liabilities: Accounts...

  • Page 65
    ... services Customer equipment and shipping 2009 $864,848 24,232 889,080 Operating Expenses: Direct cost of telephony services (excluding depreciation and amortization of $19,178, $20,254 and $18,434, respectively) Royalty Total direct cost of telephony services Direct cost of goods sold Selling...

  • Page 66
    ... notes payable Extinguishment of convertible notes Debt related costs Proceeds from subscription receivable, net Proceeds from directed share program, net Proceeds from exercise of stock options Net cash provided by (used in) financing activities Effect of exchange rate changes on cash Net change in...

  • Page 67
    ...December 31, 2007 Stock option exercises Share-based expense Share-based award activity Premium attributed to notes payable Directed share program transactions, net Stock subscription receivable payments Comprehensive loss: Change in unrealized loss on available-for-sale investments Foreign currency...

  • Page 68
    ... service plans. We also derive telephony services revenues from per minute fees for international calls and for any calling minutes in excess of a customer's monthly plan limits. Monthly subscription fees are automatically charged to customers' credit cards, debit cards or electronic check payments...

  • Page 69
    ... similar companies. Direct Cost of Goods Sold Direct cost of goods sold consists primarily of costs that we incur when a customer signs up for our service. These costs include the cost of customer equipment for customers who subscribe through the direct sales channel in excess of activation fees...

  • Page 70
    ... of cost or market, with cost determined using the average cost method. We provide an inventory allowance for customer equipment that has been returned by customers but may not be able to be re-issued to new customers or returned to the manufacturer for credit. F-10 VONAGE ANNUAL REPORT 2009 Long...

  • Page 71
    ... and Restructuring Costs In June 2009, we announced the closing of our office facility in Canada. The facility exit and restructuring costs for the year ended December 31, 2009 were $2,529. These costs included $1,090 for severance and personnel-related costs which were recorded as selling, general...

  • Page 72
    ... number of common shares outstanding during a reported period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock, including warrants, stock options and restricted stock units under our 2001 Stock Incentive Plan and 2006 Incentive Plan...

  • Page 73
    ... the current year's presentation. The reclassifications had no impact on net earnings previously reported. Note 2. Prepaid Expenses and Other Current Assets December 31, 2009 Inventory Telecommunications Nontrade receivables Software and hardware maintenance and support Services Insurance Marketing...

  • Page 74
    ... 2009, we entered into a licensing agreement for a portfolio of "Voice over Packet" patents. The fair value assigned to these patents was $1,250. We will begin amortizing the cost of these patents in January 2010 over the estimated useful lives of 5 years. Trademark In April 2008, in connection...

  • Page 75
    ...) (In thousands, except per share amounts) Note 5. Accrued Expenses December 31, 2009 Compensation and related taxes and temporary labor Taxes and fees Telecommunications Marketing Litigation Customer credits Accrued interest Professional fees Credit card fees Inventory Other accruals $16,747...

  • Page 76
    ... earnings. F-16 VONAGE ANNUAL REPORT 2009 Under Section 382 of the Internal Revenue Code, if a corporation undergoes an "ownership change" (generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period), the corporation's ability to use its pre-change...

  • Page 77
    ...corporation business tax benefit certificate transfer program, which allows certain high technology and biotechnology companies to transfer unused New Jersey net operating loss carryovers to other New Jersey corporation business taxpayers. During 2003 and 2004, we submitted an application to the New...

  • Page 78
    ... Notes. The excess of the fair market value of the Financing over the Previous Convertible Notes of $9,672, plus $20,452 in fees paid to the holders of the Previous Convertible Notes, $414 of unamortized debt related costs on the Previous Convertible Notes and $32 of F-18 VONAGE ANNUAL REPORT 2009

  • Page 79
    ...to a premium of 8% in year 1, 7% in year 2, 6% in year 3, 5% in year 4 and 3% in the first 9 months of year 5 and no premium thereafter. In addition, any voluntary prepayments or any mandatory prepayments that may be required from proceeds of debt and equity issuances will be subject to a make-whole...

  • Page 80
    ... fair value of the embedded derivative is determined using F-20 VONAGE ANNUAL REPORT 2009 the Monte Carlo simulation model. The key inputs in the model are maturity date, risk-free interest rate, current share price and historical volatility of our common stock. In accordance with FASB ASC 815, we...

  • Page 81
    ... prices that are based on inputs not quoted on active markets but corroborated by market data. Our common stock warrant with a value of $553 as of December 31, 2009 is included as a Level 2 liability. > Level 3: Unobservable inputs when there is little or no market data available, thereby requiring...

  • Page 82
    ... 9. Common Stock Directed Share Program In connection with our initial public offering ("IPO"), we requested that our underwriters reserve 4,219 shares for our customers to purchase at the initial public offering price of $17.00 per share through the Vonage Customer F-22 VONAGE ANNUAL REPORT 2009

  • Page 83
    ... Plan include attracting and retaining personnel, providing for additional performance incentives, and promoting our success by providing employees the opportunity to acquire stock. During 2005, the number of shares authorized for issuance pursuant to options or restricted stock awards was increased...

  • Page 84
    ... to pay the exercise price of an award or to satisfy tax withholding obligations will not be available for issuance pursuant to new awards. At December 31, 2009, 14,028 shares were available for future grant under the 2006 Stock Incentive Plan. The following table summarizes the activity for...

  • Page 85
    ... as of December 31, 2009. Operating Leases We have entered into various non-cancelable operating lease agreements for certain of our existing office and telecommunications co-location space in the U.S. and for international subsidiaries with original lease periods expiring between 2010 and 2011. We...

  • Page 86
    ... portability, which allows customers to keep their existing phone number when switching to our service. We have committed to pay these vendors a minimum of $3,480 in 2010 and $1,200 in 2011. We have engaged a vendor to assist with inbound sales inquiries. We have committed to pay this vendor $8,500...

  • Page 87
    ... the NASD) and the New York Stock Exchange, among other things. Vonage has declined to reimburse these three firms any fees or expenses. The settlement described above does not resolve the IPO underwriters' claims for indemnification against the Company. Consumer Class Action Litigations. We...

  • Page 88
    ..., the United States Patent and Trademark Office ("PTO") granted Verizon's April 30, 2009 request for inter partes reexamination of the claims of Centre One's patent and issued an office action rejecting on multiple grounds as F-28 VONAGE ANNUAL REPORT 2009 not patentable certain claims of Centre...

  • Page 89
    ... American Numbering Council proposed processes to implement the one-day requirement on November 2, 2009. Large telecommunication providers (greater than 2% of the nation's subscriber lines) have nine months to implement the process before the one-day requirement becomes effective on August 2, 2010...

  • Page 90
    ...complied with the New Jersey sales tax. We have received inquiries or demands from a number of state and municipal taxing and 911 agencies seeking payment of Taxes that are applied to or collected from customers of providers of traditional public switched telephone network services. Although we have...

  • Page 91
    ...future service period. Chief Financial Officer As announced on January 14, 2009, John S. Rego, the Company's Executive Vice President, Chief Financial Officer and Treasurer, will be leaving the Company later this year. Mr. Rego's departure from the Company will occur not later than May 31, 2010. Mr...

  • Page 92
    ...to be in a single reporting segment and operating unit structure. Information about our operations by geographic location is as follows: For the Years Ended December 31, 2009 2008 2007 Revenue: United States Canada United Kingdom $846,981 31,829 10,270 $889,080 Dec 31, 2009 Long-lived assets: United...

  • Page 93
    ... in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who...

  • Page 94
    ... process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 26, 2010 /s/ JOHN S. REGO John S. Rego Executive Vice...

  • Page 95
    ... 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Vonage Holdings Corp. on Form 10-K for the annual period ended December 31, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10...

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  • Page 99
    ...with the Securities and Exchange Commission, is also available to shareholders by calling the Investor Relations Hotline at (732) 365-1328 or online by accessing the Company's Investor Relations Web site at: http://ir.vonage.com. HEADQUARTERS 23 Main Street Holmdel, NJ 07733 Phone: Fax: Email: (732...

  • Page 100
    23 Main Street, Holmdel, NJ 07733 Vonage.com