Vonage 2011 Annual Report Download

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Redefining
Communications
2011 Annual Report

Table of contents

  • Page 1
    Redefining Communications 2011 Annual Report

  • Page 2
    ...ficantly improved cost structure, including a 27 percent reduction in adjusted SG&A* over the past four years. As a result of these actions, we increased direct margins while absorbing the cost of our dramatic growth in international long distance minutes. Our operational improvements provided the...

  • Page 3
    ... in our favor. These trends include growing international long distance minutes, increased availability of broadband networks and Wi-Fi,1 accelerating smart phone penetration, demand for mobility, and the extraordinary adoption rate of downloadable apps. During 2012, we plan to increase the level of...

  • Page 4
    ...500,000 users have registered an Extension line. During 2012, we plan to continually add new capability to our Vonage Mobile platform, including incorporating the Extensions product and adding a roaming feature that will allow customers traveling outside their home country to avoid high roaming fees...

  • Page 5
    ... Street, Holmdel, New Jersey (Address of principal executive offices) 07733 (Zip Code) Registrant's telephone number, including area code: (732) 528-2600 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 Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services 43 43 43 43 43 Item 15. Exhibits, Financial Statement Schedules Signatures Index to Financial Statements 44 48 F-1 VONAGE ANNUAL REPORT...

  • Page 8
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  • Page 9
    ...the market for voice and messaging services; our ability to retain customers and attract new customers; our ability to establish and expand strategic alliances; our dependence on third party facilities, equipment, systems and services; our ability to implement our new billing and ordering management...

  • Page 10
    ..., to access and utilize services and features regardless of how they are connected to the Internet, including over 3G, 4G, Cable, or DSL broadband networks. This technology enables us to offer our customers attractively priced voice and messaging services and other features around the world. In 2009...

  • Page 11
    ... home or business lines are also free. This mobile application works over WiFi, 3G and 4G and in more than 90 countries worldwide. VONAGE ANNUAL REPORT 2011 3 Our home telephone replacement services are offered to residential, small office and home office customers through several service plans...

  • Page 12
    Devices In order to access our residential, small office, and home office services, a customer need only connect a standard telephone to a broadband Internet connection through a small Vonage-enabled device. After connecting the device, our customers can use their telephone to make and receive calls...

  • Page 13
    ... direct sales. Customers can subscribe to our services at our websites, http://www.vonage.com, http://www.vonage.ca and http://www.vonage.co.uk, or through multiple toll free numbers including 1-877-4VONAGE. We are also increasing efforts to focus on promising international long distance markets...

  • Page 14
    ... development and marketing budgets than us. Providing home phone, Internet access, and cable television to many of our existing and potential customers may enhance their image as trusted providers of services. The traditional phone companies own networks that include a "last mile" connection to...

  • Page 15
    ... wireless phones, instead of VoIP phones, as a replacement for a wireline phone. Also, wireless phone companies increasingly are providing wireless broadband Internet access to their customers. As wireless providers offer more minutes at lower prices and other services that improve calling quality...

  • Page 16
    ... additional costs without commensurate price increases. In connection with our increasing emphasis on the international long distance market, we face competition from low-cost international calling cards and VoIP providers in addition to traditional telephone companies, cable companies, and wireless...

  • Page 17
    ... connected devices. These services may include optional added cost premium services such as international calling plans, alternatives for high priced international roaming services, and lower cost text messaging. If we are unable to attract users of these premium services offered by Vonage Mobile...

  • Page 18
    ...-quality service, our reputation will be harmed and we may lose customers. 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. Our customer support is currently provided via United States based...

  • Page 19
    ... of deficiencies with respect to our business practices, marketing disclosures, e-mail marketing, and quality issues for both phone and fax service. The settlement included a release and dismissal with prejudice of all consumer claims against us and provided a settlement benefit of $4,750 into...

  • Page 20
    ... taxes. Our services are in use in countries outside of the United States, Canada, and the United Kingdom where we have regular operations, including countries where providing VoIP services is or may be illegal. It is possible that governments outside of the United States, Canada, and the United...

  • Page 21
    ... charges imposed by regulatory authorities in countries to which customers make calls, such as India where regulatory authorities have been petitioned by local providers to consider termination rate increases. As we attract additional international long distance callers, we will be more affected...

  • Page 22
    ... higher dropped-call rates than they are used to from traditional wireline telephone companies. > Customers who obtain new phone numbers from us do not appear in the phone book and their phone numbers are not available through directory assistance services offered by traditional telephone companies...

  • Page 23
    ... to those subscriber lines where Vonage does not provide E-911 service. revenue in advance of providing services to our customers, which is a customary practice for companies that bill their customers in advance of providing services. During 2010, our credit card processors released all reserves...

  • Page 24
    ...receive a substantial premium over the then-current market price for their shares. Certain provisions of our restated certificate of incorporation and our second amended and restated bylaws may make it more difficult for, or have the effect of discouraging, a third party from acquiring control of us...

  • Page 25
    ... 2013 2015 Location Holmdel, New Jersey London, United Kingdom Atlanta, Georgia Tel Aviv, Israel Business Use Corporate Headquarters, Network Operations, Customer Service, Sales and Marketing, and Administration Sales and Marketing, Administration Product Development Application Development We...

  • Page 26
    ... when transmitting lawful network traffic. In addition, broadband Internet service providers would have to publicly disclose certain information about their network management practices. In December 2010, the FCC adopted enforceable net neutrality rules based on its October 2009 proposal. All of...

  • Page 27
    ... local calls that terminate to the public switched telephone network ("PSTN"). It also subjected PSTN originated traffic directed to VoIP subscribers to similar ICC obligations. The termination charges for all traffic, including VoIP originated traffic, will transition over several years to a bill...

  • Page 28
    ... 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 stock. The following table sets forth the high and low sales prices for our common stock as reported on the...

  • Page 29
    .... S&P 500 Index NASDAQ Telecom Index NYSE Composite Index $ 33.14 $103.53 $109.17 $106.58 December 31, 2008 2009 2010 $ 9.51 $63.69 $62.25 $62.99 $20.17 $78.62 $95.25 $81.22 $32.28 $88.67 $95.89 $87.14 2011 $35.30 $88.67 $83.79 $81.81 VONAGE ANNUAL REPORT 2011 21

  • Page 30
    ... included elsewhere in this Annual Report on Form 10-K. For the Years Ended December 31, 2009 2008 2007 (In thousands, except per share amounts) Statement of Operations Data: Operating Revenues: Telephony services Customer equipment and shipping Operating Expenses: Direct cost of telephony services...

  • Page 31
    ... 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 Total deferred tax assets, including current...

  • Page 32
    ..., to access and utilize services and features regardless of how they are connected to the Internet, including over 3G, 4G, Cable, or DSL broadband networks. This technology enables us to offer our customers attractively priced voice and messaging services and other features around the world. In 2009...

  • Page 33
    ... the international long distance market, we face competition from low-cost international calling cards and VoIP providers in addition to traditional telephone companies, cable companies, and wireless companies. Broadband adoption. The number of United States households with broadband Internet access...

  • Page 34
    ... our Residential Premium Unlimited plan where a customer can make calls to a chosen international region. We offer similar plans in Canada and the United Kingdom. The "Vonage World" plan, now available in the United States and Canada, offers unlimited calling across the United States and Puerto Rico...

  • Page 35
    ...in order to provide our services. These fees include: > Access charges that we pay to other telephone companies to terminate domestic and international calls on the public switched telephone network. These costs represented approximately 50% and 49% of our total direct cost of telephony services for...

  • Page 36
    ...to customer care, kiosk and community based events teams, and retail in-store support activities. > Transaction fees paid to credit card, debit card, and ECP companies and other third party billers such as iTunes, which may include a per transaction charge in addition to a percent of billings charge...

  • Page 37
    ...: For the Years Ended December 31, 2011 2010 2009 Operating Revenues: Telephony services Customer equipment and shipping 100% - 100 Operating Expenses: Direct cost of telephony services (excluding depreciation and amortization) Direct cost of goods sold Selling, general and administrative Marketing...

  • Page 38
    ... fixed rate Vonage World plan. In addition, there was an increase in credits issued to subscribers of $2,889 and a decrease in additional features revenue of $3,420 due primarily to customers opting for our Vonage World offering, which now includes directory assistance and voice mail to text. These...

  • Page 39
    ... of equipment recovery fees for new customers beginning in September 2010. In addition, there was a decrease in customer shipping revenue of $2,260 due to promotions providing free shipping for customers who signed up for our residential unlimited plan or our Vonage World plan. Selling, General...

  • Page 40
    ... compared to $344 in 2010. An increase in our stock price resulted in expense while a decrease in our stock price resulted in income. In addition, due to the progress of our repurchase negotiations and other factors, the make-whole premiums in our prior senior secured first lien credit facility and...

  • Page 41
    ... in the program. The program requires that a purchaser pay at least 75% of the amount of the surrendered tax benefit. In tax years 2009, 2010, and 2011, we sold approximately, $0, $2,194, and $0, respectively, of our New Jersey State net operating loss carry forwards for a recognized benefit of...

  • Page 42
    ...common shares outstanding: Basic Diluted Operating Data: Gross subscriber line additions Net subscriber line additions Subscriber lines at end of period Average monthly customer churn Average monthly revenue per line Average monthly telephony services revenue per line Average monthly direct costs of...

  • Page 43
    ...balance efforts to grow our customer base while consistently achieving operating profitability. To grow our customer base, we continue to make investments in marketing, application development as we seek to launch new services, network quality and expansion, and customer care. Although we believe we...

  • Page 44
    ... are comprised of investments in information technology and systems infrastructure, including the new Amdocs billing and order management system we are in the process of implementing. The platform is now operational and it is our intention to transition customers to the platform throughout 2012...

  • Page 45
    ... requirements, lower marketing expenditures, and overall tighter controls on costs partially offset by higher cost of telephony services attributable to increased international minutes used in connection with our Vonage World plan. Changes in working capital requirements include changes in accounts...

  • Page 46
    ...related services, provide telemarketing services, provide voicemail to text transcription services, provide local inbound services, process our credit card billings, provide E-911 services to our customers, assist us with local number portability, license patents to us, sell us communication devices...

  • Page 47
    ... under our service plans. We also derive telephony services revenues from per minute fees for international calls if not covered under a plan, including applications for mobile devices and other stand-alone products, and for any calling minutes in excess of a customer's monthly plan limits. Monthly...

  • Page 48
    ... than Foreign Exchange Risk We sell our products and services in the United States, Canada, and the United Kingdom. Changes in currency exchange rates affect the valuation in our financial statements of the assets and liabilities of these operations. We also have a portion of our sales denominated...

  • Page 49
    ... reporting as of December 31, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. VONAGE ANNUAL REPORT 2011 41 Management's Report on Internal Control...

  • Page 50
    .... Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting. This report appears on page F-3. /s/ MARC LEFAR Marc Lefar Director, Chief Executive Officer /s/ BARRY ROWAN Barry Rowan Executive Vice President, Chief Financial...

  • Page 51
    ... request to Vonage Investor Relations, 23 Main Street, Holmdel NJ, 07733. We intend to disclose any amendments to, or waivers from, provisions of our codes that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or any person performing...

  • Page 52
    ... for Doubtful Accounts: Year ended December 31, 2011 Year ended December 31, 2010 Year ended December 31, 2009 Inventory Obsolescence Year ended December 31, 2011 Year ended December 31, 2010 Year ended December 31, 2009 Valuation Allowance for Deferred Tax Year ended December 31, 2011 Year ended...

  • Page 53
    ... and Managed Services Agreement, dated December 23, 2009 between Vonage Network LLC and Amdocs Software Systems Limited and Amdocs, Inc.(15) First Amending Agreement to License and Managed Services Agreement, dated December 22, 2010 between Vonage Network LLC and Amdocs Software Systems Limited and...

  • Page 54
    ... 1934, as amended. * Management contract or compensatory plan or arrangement. (b) Exhibits Filed Herewith Refer to (a)(3) above. (c) Financial Statement Schedule Report of Independent Registered Public Accounting Firm Schedule II - Valuation and Qualifying Accounts. 46 VONAGE ANNUAL REPORT 2011

  • Page 55
    ... of Independent Registered Public Accounting Firm Board of Directors and Stockholders Vonage Holdings Corp. Holmdel, New Jersey 07733 The audits referred to in our report dated February 16, 2012 relating to the consolidated financial statements of Vonage Holdings Corp., which is contained in Item...

  • Page 56
    ...the city of Holmdel, State of New Jersey, on February 16, 2012. VONAGE HOLDINGS CORP. Dated: February 16, 2012 By: /S/ BARRY ROWAN Barry Rowan Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer Pursuant to the requirements of the Securities Exchange Act of...

  • Page 57
    ... Page Report of Independent Registered Public Accounting Firm-BDO USA, LLP Report of Independent Registered Public Accounting Firm-BDO USA, LLP Consolidated Balance Sheets as of December 31, 2011 and 2010 Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009...

  • Page 58
    ...in accordance with the standards of the Public Company Accounting Oversight Board (United States), Vonage Holdings Corp.'s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring...

  • Page 59
    ... 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, 2011, based on criteria established in Internal Control...

  • Page 60
    ... $763, respectively Deferred customer acquisition costs, current Deferred tax assets, current Prepaid expenses and other current assets Total current assets Property and equipment, net Software, net Deferred customer acquisition costs, non-current Debt related costs, net Restricted cash Intangible...

  • Page 61
    ... per share amounts) Operating Revenues: Telephony services Customer equipment and shipping 2011 $866,560 3,763 870,323 Operating Expenses: Direct cost of telephony services (excluding depreciation and amortization of $15,824, $18,725, and $18,958, respectively) Direct cost of goods sold Selling...

  • Page 62
    ... currency translation adjustment Total other comprehensive income Comprehensive income (loss) 872 872 $409,916 909 909 $(82,756) 1,364 1,364 $(41,234) 2011 $409,044 2010 $(83,665) 2009 $(42,598) The accompanying notes are an integral part of these financial statements F-6 VONAGE ANNUAL REPORT 2011

  • Page 63
    ... Share-based expense Changes in operating assets and liabilities: Accounts receivable Inventory Prepaid expenses and other current assets Deferred customer acquisition costs Other assets Accounts payable Accrued expenses Deferred revenue Other liabilities Net cash provided by operating activities...

  • Page 64
    ... Opening adjustment due to separate valuation of embedded derivative Stock option exercises Share-based expense Share-based award activity Convertible notes conversion Uncollected stock subscription receivable Foreign currency translation adjustment Net loss Balance at December 31, 2009 Stock option...

  • Page 65
    ... provider of low-cost communications services connecting people through broadband devices worldwide. While customers in the United States represented 94% of our subscriber lines for our broadband telephone replacement services at December 31, 2011, we also bill customers in Canada and the United...

  • Page 66
    ... and international phone calls on the public switched telephone network. In addition, these costs include the cost to lease phone numbers, to co-locate in other telephone companies' facilities, to provide enhanced emergency dialing capabilities to transmit 911 calls, and to provide local number...

  • Page 67
    .... In addition, we automatically charge any per minute fees to our customers' credit card, debit card or ECP monthly in arrears. To further mitigate our bad debt exposure, a customer's credit card, debit card or ECP will be charged in advance of their monthly billing if their international calling or...

  • Page 68
    ... they are embedded. Based upon this review, we are required to value the following features separately for accounting purposes: > certain features within a prior common stock warrant to purchase 514 shares of common stock at an exercise price of $0.58 because the number of shares to be received by...

  • Page 69
    ...have an impact on our financial statements. Reclassifications Certain reclassifications have been made to prior years' financial statements in order to conform to the current year's presentation. The reclassifications had no impact on net earnings previously reported. VONAGE ANNUAL REPORT 2011 F-13

  • Page 70
    ...FINANCIAL STATEMENTS-(Continued) (In thousands, except per share amounts) Note 2. Supplemental Balance Sheet Account Information Prepaid expenses and other current assets December 31, 2011 Nontrade receivables Services Telecommunications Insurance Marketing Other prepaids Prepaid expenses and other...

  • Page 71
    ...(9,668) $ 9,056 December 31, 2010 $12,018 560 12,578 (8,392) $ 4,186 Represents patents and trademarks we have purchased and licensed, including in connection with the settlement of litigation. We amortize these intangibles over their weighted-average remaining lives. VONAGE ANNUAL REPORT 2011 F-15

  • Page 72
    ...Amounts included in direct cost of goods sold For the Years Ended December 31, 2011 Shipping and handling cost $7,624 2010 $8,390 2009 $11,565 Amounts included in marketing For the Years Ended December 31, 2011 Advertising costs $130,817 2010 $142,753 2009 $146,448 F-16 VONAGE ANNUAL REPORT 2011

  • Page 73
    ... $(328) 2010 $(19) 2009 $46 Note 5. Income Taxes The components of income (loss) before income tax expense are as follows: For the Years Ended December 31, 2011 United States Foreign $77,821 8,519 $86,340 2010 $(86,030) 2,683 $(83,347) 2009 $(41,761) (1) $(41,762) VONAGE ANNUAL REPORT 2011 F-17

  • Page 74
    ...in the future. Based upon these factors and our sustained profitable operating performance over the past three years excluding certain losses associated with our prior convertible notes and our December 2010 debt refinancing, our evaluation determined that the F-18 VONAGE ANNUAL REPORT 2011 benefit...

  • Page 75
    ... in the State of New Jersey's 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 VONAGE ANNUAL REPORT 2011 F-19

  • Page 76
    ... in the program. The program requires that a purchaser pay at least 75% of the amount of the surrendered tax benefit. In tax years 2009, 2010, and 2011, we sold approximately, $0, $2,194, and $0, respectively, of our New Jersey State net operating loss carry forwards for a recognized benefit of...

  • Page 77
    ... rate applicable to base rate loans plus 2%, in the case of all other amounts. VONAGE ANNUAL REPORT 2011 F-21 Use of Proceeds We used $100,000 of the net available proceeds of the 2011 Credit Facility, plus $31,000 of cash on hand, to retire all of the debt under our 2010 Credit Facility, including...

  • Page 78
    ... ANNUAL REPORT 2011 Third Lien Convertible Notes Subject to conversion, repayment or repurchase of the Convertible Notes, the Convertible Notes were to mature in October 2015. Subject to customary anti-dilution adjustments (including triggers upon the issuance of common stock below the market price...

  • Page 79
    ... using the Monte Carlo simulation model. The key inputs in the model were maturity date, risk-free interest rate, current share price and historical volatility of our common stock. In accordance with FASB ASC 815, we determined the fair value of the conversion feature and recorded applicable...

  • Page 80
    ... secured second lien credit facility with and without the make-whole premiums. Since there was no current observable market for valuing the make-whole premiums, we determined the value using a scenario analysis that incorporated the settlement alternatives available to the debt holders in connection...

  • Page 81
    ...(in thousands): Restricted Stock and Restricted Stock Units - 2,275 2,275 Shares Authorized 2001 Incentive Plan 2006 Incentive Plan Total as of December 31, 2011 - 66,400 66,400 Shares Available for Grant 18,564 18,564 Stock Options Outstanding 4,026 33,256 37,282 VONAGE ANNUAL REPORT 2011 F-25

  • Page 82
    ... tendered or withheld 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, 2011, 18,564 shares were available for future grant under the 2006 Stock Incentive Plan. F-26 VONAGE ANNUAL REPORT 2011

  • Page 83
    ... restricted stock units for the years ended December 31, 2011, 2010, and 2009 was $3,954, $2,142, and $880, respectively. The weighted average grant date fair market value of stock options granted was $1.65, $1.35, and $1.44 for the years ended December 31, 2011, 2010, and 2009. Total share-based...

  • Page 84
    ... in Holmdel, New Jersey. We took possession of a portion of the office space at the inception of the lease, another portion on August 1, 2005 and took over the remainder of the office space in early 2006. The overall lease term is twelve years and five months. In connection with the lease, we issued...

  • Page 85
    ...related services, provide telemarketing services, provide voicemail to text transcription services, provide local inbound services, process our credit card billings, provide E-911 services to our customers, assist us with local number portability, license patents to us, sell us communication devices...

  • Page 86
    ... when transmitting lawful network traffic. In addition, broadband Internet service providers would have to publicly disclose certain information about their network management practices. In December 2010, the FCC adopted enforceable net neutrality rules based on its October 2009 proposal. All of...

  • Page 87
    ... local calls that terminate to the public switched telephone network ("PSTN"). It also subjected PSTN originated traffic directed to VoIP subscribers to similar ICC obligations. The termination charges for all traffic, including VoIP originated traffic, will transition over several years to a bill...

  • Page 88
    ... 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, 2011 2010 2009 Revenue: United States Canada United Kingdom $825,928 32,135 12,260 $870,323 December 31, 2011 Long-lived assets...

  • Page 89
    ... OF 2002 I, Marc P. Lefar, certify that: 1. I have reviewed this annual report on Form 10-K of Vonage Holdings Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the...

  • Page 90
    ... 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 16, 2012 /s/ Barry L. Rowan Barry L. Rowan Executive Vice President, Chief Financial Officer...

  • Page 91
    ...-Oxley Act of 2002, that the Annual Report of Vonage Holdings Corp. on Form 10-K for the annual period ended December 31, 2011 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-K fairly presents...

  • Page 92
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  • Page 93
    ... Network Operations Kimberly L. O'Loughlin Senior Vice President Customer Care and Managing Director International Markets Michael A. Tempora Senior Vice President Product Management Headquarters 23 Main Street Holmdel, NJ 07733 Phone: (732) 528-2600 Fax: (732) 834-0189 Email: [email protected] Vonage...

  • Page 94
    23 Main Street Holmdel, NJ 07733 vonage.com