<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1999
[_] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No fee required]
For the transition period from ___________ to ___________
Commission File Number: 0-26661
Voyager.net, Inc.
(Exact name of registrant as specified in its charter)
Delaware 38-3431501
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4660 South Hagadorn Road
Suite 320
East Lansing, Michigan 48823
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) (517) 324-8940
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None N/A
Securities Registered Pursuant to Section 12(g) of the Act:
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X].
As of March 15, 2000, 31,654,758 shares of $0.0001 par value common stock of the
registrant were outstanding. The aggregate market value of the voting stock held
by non-affiliates of the registrant based upon the closing price of $14.125 per
share for the registrant's common stock, as reported on the NASDAQ National
Market System as of March 15, 2000 was $447,123,457.
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
Item 1. Description of Business......................................................................... 1
Item 2. Description of Properties...................................................................... 14
Item 3. Legal Proceedings.............................................................................. 14
Item 4. Submission Of Matters To A Vote Of Security Holders............................................ 14
Item 5. Market for Common Equity and Related Stockholder Matters....................................... 14
Item 6. Selected Consolidated Financial and Other Data................................................. 15
Item 7. Management Discussion and Analysis of Financial Condition and Results
of Operations.................................................................................. 17
Item 7A. Quantitative And Qualitative Disclosures About Market Risk..................................... 23
Item 8 Financial Statements and Supplementary Date.................................................... 24
Item 10. Directors and Executive Officers of the Registrant............................................. 24
Item 11. Compensation Of Directors And Executive Officers............................................... 26
Item 12. Security Ownership Of Certain Beneficial Owners and Management................................. 32
Item13. Certain Relationships and Related Transactions................................................. 34
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.............................. 36
</TABLE>
(i)
<PAGE>
BUSINESS
This form 10-K contains forward-looking statements that involve substantial
risks and uncertainties. You can identify these statements by forward-looking
words such as "may," "will," "expect," "anticipate," "believe," "estimate" and
"continue" or similar words. You should read statements that contain these words
carefully because they discuss our future expectations, contain projections of
our future results of operations or of our financial condition or state other
"forward-looking" information. We believe that it is important to communicate
our future expectations to our investors. However, there may be events in the
future that we are not able to accurately predict or control. Unless the context
otherwise requires, all references to "we", or "our Company" refer collectively
to Voyager.net, Inc., a Delaware corporation, and its subsidiaries, including
Voyager Information Networks, Inc., our wholly-owned operating subsidiary, a
Michigan corporation.
Part I
Item 1. Description of Business
Overview
Voyager.net, Inc. ("Voyager.net" or the "Company") is the largest Internet
communications company focused on the Midwestern United States with
approximately 360,000 subscribers as of March 1, 2000. We provide high-speed
data communications services and Internet access to residential and business
subscribers. Services include broadband digital subscriber line, or DSL,
dedicated business connectivity, cable modem access, dial-up Internet access,
Web-hosting, electronic commerce, server co-location and long distance phone
services. We operate the largest dial-up Internet network in the Midwest in
terms of geographic coverage, with approximately 200 Voyager.net-owned points of
presence in Michigan, Wisconsin, Ohio, Illinois, Indiana and Minnesota.
Voyager.net has competitive local exchange carrier, or CLEC, status in Michigan,
Ohio, and Wisconsin.
Voyager Information Networks, Inc., our wholly-owned operating subsidiary,
was incorporated in 1994 in the State of Michigan and began offering Internet
access services to residential and business customers in 1995. We incorporated
in 1998 in the State of Delaware under the name Voyager Holdings, Inc. We
changed our name to Voyager.net, Inc. on April 29, 1999. Our principal executive
office is located at 4660 South Hagadorn Road, Suite 320, East Lansing, Michigan
48823.
Industry Background
The Internet has rapidly developed into an integral business and personal
communications tool. Consumers and businesses are demanding solutions that
provide them with the ability to access and utilize the Internet in a fast,
secure and reliable manner. Factors driving the growth in the number of Internet
users and Web sites include the large and growing installed base of low-cost
personal computers, advances in the performance and speed of personal computers
and modems, improvements in network infrastructure, easier access to the
Internet and the increasing importance of the Internet as a communications and
commercial medium.
<PAGE>
Businesses have also rapidly established corporate Internet sites and
connectivity as a means to expand customer reach and improve communications
efficiency. Many businesses are utilizing the Internet as a lower cost
alternative to certain traditional telecommunications services. The Strategis
Group estimates that the penetration of U.S. businesses connected to the
Internet will rise from 66% in 1998 to nearly 80% in 2003, resulting in 4.1
million businesses being connected to the Internet by 2003. The number of
individual U.S. corporate users is expected to increase from 34.9 million users
in 1998 to 50.3 million users in 2003. According to International Data
Corporation, U.S. corporate Internet access service revenues are expected to
more than triple from $2.9 billion in 1998 to $10.1 billion in 2002.
The Internet communications market is highly fragmented. As of the end of
1999, there were over 5,078 providers in the U.S., according to Boardwatch
Magazine. These Internet service providers vary widely in their geographic
coverage, customer focus and the nature and the quality of their services. The
Internet service provider market is generally segmented into three broad
categories:
o national providers are typically full-service providers that offer a
broad range of Internet access and other services to businesses;
o regional providers which include the regional telephone operators,
competitive local exchange carriers and Internet access providers,
such as Voyager.net; and
o local providers which are typically closely-held start-ups or small
companies serving a single market.
The vast majority of Internet communication companies are small, local
operations with fewer than 10,000 customers each. According to Boardwatch
Magazine, there are approximately 40 national backbone providers and there are
approximately 180 national dial-up providers.
Despite the growth in the Internet communications industry, very few
Internet communication companies are profitable. In addition, the dramatic
growth of Internet usage and dependency has prompted customers to demand from
their providers more enhanced technology and services and reliable, high-speed,
quality Internet access. For example, International Data Corporation estimates
that the percentage of households with broadband Internet access (DSL and cable
modem) will grow from 1.0% at the end of 1998 to 13.2% at the end of 2002. Thus,
Internet service providers will be faced with expending significant capital
resources to attract and retain subscribers. As a result, the industry is
expected to undergo substantial consolidation over the next few years,
particularly among the local providers, who typically lack the financial
resources necessary to continue to compete. We believe that the anticipated
growth in Internet use and the significant number of under-capitalized local
providers within our region meeting our acquisition criteria provides us with an
excellent opportunity to extend our scalable business model and become one of
the largest Internet communication companies in the U.S.
Voyager.net
The business model that we have developed has resulted in substantial
revenue and subscriber growth, reduced customer acquisition costs and
significant cash flow from operations
2
<PAGE>
and includes customer satisfaction efforts. Our business model is based on the
following key principles:
o we control our costs of acquiring new customers by focusing on markets
in the Midwestern United States, thereby reducing the need for more
expensive, broad-based marketing campaigns;
o we focus on delivering product quality and services and customer care
which we believe results in word-of-mouth referrals and customer
retention greater than industry average;
o we manage 100% of our network equipment and customer care operations
which reduces our telecommunication costs and enhances control over
our network utilization, efficiency, scalability and quality; and own
or lease 100% of our network equipment; and
o we realize cost savings and economies of scale from our acquired
businesses by reducing duplicated network infrastructure and taking
steps to consolidate sales and marketing, network operations, customer
support and back office operations.
We have begun to implement a strategy to become a leading provider of
broadband DSL services in the Midwest. DSL technology is a high-speed Internet
connectivity option using existing telephone wiring, widely heralded as the
next-generation Internet connectivity option. DSL enables connection speeds up
to 50 times faster than using a standard, 28.8 Kbps modem over existing phone
lines. Our DSL deployment strategy will establish a network capable of providing
bundled phone, high-speed Internet and future communications services.
DSL technology is particularly well suited for small and medium sized
businesses looking to connect their entire staff to the Internet over a single
high-speed Internet connection, or for customers looking to access the Internet
at top speeds. DSL includes the following benefits:
o Provides a dedicated, "always on" connection;
o Is faster than ISDN and modem connections;
o Is more affordable than dedicated T1 and frame relay connections; and
o Is more reliable, and less complicated to use than dial-up
connectivity options.
We have a two-tiered strategy to provide DSL services:
1. Provide DSL services directly as a CLEC to customers in secondary and
tertiary markets throughout our region.
2. Continue to provide DSL services through existing relationships with
major data CLEC providers in selected major metropolitan areas.
Voyager.net will soon begin deploying DSL services in approximately 40
cities from 240 incumbent local exchange carrier, or ILEC, central offices
reaching more than 400,000 small and
3
<PAGE>
medium size business customers and 3.8 million residential customers. We are
targeting secondary and tertiary markets within our region, covering areas that
are less competitive than the major metropolitan areas. Target markets include
Michigan cities of Alpena, Ann Arbor, Battle Creek, Charlotte, Flint, Gaylord,
Grand Rapids, Hastings, Hillsdale, Jackson, Kalamazoo, Lansing, Petoskey,
Sturgis, Three Rivers, and Traverse City; Ohio Cities of Akron, Canton, Dayton,
Hamilton, Middletown, Springfield, Toledo, Troy, and Youngstown; Indiana cities
of Columbus, and Seymour; Illinois cities of Aurora, Elgin, and Joliet;
Wisconsin cities of Appleton, Kenosha, Madison, Milwaukee, Newberg, Stevens
Point, Green Bay, and Vandyne. Where Voyager.net's DSL network is deployed in
these cities, service will be available in more than 170 cities and townships in
the Midwest region.
We are well positioned to begin offering DSL services directly to our
customers in our Midwest region as we have a strong presence, a large installed
customer base, and a substantial network infrastructure. Our broadband strategy
is intended to establish Voyager.net as one of the dominant providers of DSL
services in the Midwest. Our sales and marketing plans include up-selling our
installed customer base as well as attracting customers from other providers in
the region.
Voyager.net Service Offerings
Internet Access Services. We offer a full range of dial-up, DSL, and cable
modem Internet access services to residential subscribers and dedicated, web
hosting, and dial-up Internet access to business customers. By selecting between
the various types of access services and pricing plans available, subscribers
can select services that fit their specific needs.
o Dial-up access. Our residential access services are designed to provide our
subscribers with reliable Internet access through standard dial-up modems.
Our dial-up Internet access service includes:
o local access numbers;
o personal Web space;
o multiple e-mail accounts;
o toll-free customer support;
o light usage plans; and
o Internet chat and news groups.
We also offer prepaid plans for quarterly, semi-annual and annual
access. A majority of our residential subscribers pay their monthly fee
automatically by a pre-authorized monthly charge to their credit card.
Additional service options include Web content filter service, email alias
(forwarding) and national toll-free roaming service.
o DSL. Voyager.net provides DSL services to customers in Detroit, Chicago,
Milwaukee, and Minneapolis through agreements with Covad Communications
Company, @Link Networks, and USWest. Through these partnerships, we offer
DSL service with speeds from 144 Kbps to 1.5 Mbps.
4
<PAGE>
Voyager.net is engaged in activities to provide a variety of
high-speed data services directly to customers such as SDSL, and ADSL, and
also provide the opportunity to offer high-quality voice services over DSL.
Service is expected to be available in up to 40 cities in Voyager.net's
Midwest market in 2000, with service becoming available in selected cities
as soon as the end of the second quarter 2000.
o Dedicated access. We offer high-speed dedicated connections to both
business and residential subscribers at a range of speeds using traditional
telecommunications lines and frame relay communications services for those
customers requiring greater speed and reliability.
o Cable modems. Through a reseller arrangement with Millennium Digital Media
Systems, L.L.C., we offer broadband Internet access in certain locations
through the use of modems integrated with local cable television networks
and provide the technical and billing support to this fast-growing segment
of the Internet access business.
o Voyager.netTV. Voyager.netTV allows individuals without a computer or who
need a second Internet terminal to access the Internet easily and
inexpensively through their television. The complete Voyager.netTV service,
including a set-top box, keyboard, remote control unit, all necessary
cables and unlimited Internet access, at a monthly subscription rate, with
no additional equipment, installation or set-up costs. Voyager.netTV is a
pre-configured set-top box that connects to a customer's television in the
same manner as a VCR or game system and is controlled with the use of a
wireless keyboard or remote control. A built-in control pad, included on
both the keyboard and remote, provides the user with a simple point and
click interface to call up Web sites or e-mail services that are displayed
in a large, easy-to-read format on the TV screen.
Web Services. Our Web services help organizations and individuals implement
their Web site and e-commerce goals. We offer various Web hosting and other
services that enable customers to establish a Web site presence without
maintaining their own Web servers and high-speed connectivity to the Internet.
o Web hosting. Voyager.net offers a diverse range of shared, dedicated and
co-location Web hosting services for small and medium businesses. Our Web
hosting service includes state-of-the-art Web servers, high-speed
connections to the Internet at our network operations centers, and
registration of our customers' domain name and Internet address. We also
offer Web page design, development, maintenance and traffic reporting and
consulting services. We currently have over 12,000 Web hosting subscribers.
o Co-location. We offer co-location services, providing telecommunications
facilities for customer-owned Web servers, for customers who prefer to own
and have physical access to their servers but require the reliability,
security and performance of our on-site facilities. Our co-location
customers house their equipment at our secure network operating centers and
receive direct high-speed connections to the Internet.
o E-commerce. Voyager.net has launched a suite of Web hosting and e-commerce
solutions that enable businesses to easily and affordably create Web sites
and sell their
5
<PAGE>
products and services over the Internet. The product suite includes EasyWeb,
which allows a business to quickly create a Web site online through a series of
menu-driven screens and templates, and EasyShop, a comprehensive e-commerce
solution, which allows businesses to accept real-time credit cards purchases via
their Web site.
o Local content. The Voyager.net portal is a feature-rich web site including
personalized local news and weather, sports, entertainment, finance, stock
quotes, shopping, classifieds and chat services for Voyager.net customers.
Content is automatically tailored to individual customers using a
sophisticated database driven process that presents customers with
location-specific information. Customers can also customize the layout and
specific content options available to them. Content is made available
through revenue sharing and co-branding agreements with organizations
including CMGI Inc.'s MyWay.com, Wizshop.com, Amazon.com, eToys, and local
media. Customers access the portal page at www.voyager.net.
Other Services and Offerings. We also offer other enhanced communications
services to meet the one-stop shopping demands of residential and business
customers.
o Virtual private networks. Our custom virtual private networks solutions
enable our customers to deploy tailored, Internet protocol-based
mission-critical business applications for internal enterprise,
business-to-business and business-to-customer data communications on our
network while also affording high-speed access to the Internet. We offer
our customers a secure network on which to communicate and access
information between an organization's geographically dispersed locations,
collaborate with external groups or individuals, including customers,
suppliers, and other business partners and use the Web to access
information on the Internet and communicate with other Web users.
o Long distance and other telecommunications. We currently resell long
distance telecommunications services as well as an 800 service, calling
cards and prepaid cards to our Internet customers through our VoyagerLink
operations. We currently offer this interstate and intrastate long-distance
service to our customers at a fixed rate per minute, with no set-up or
monthly charges. We also have begun offering bundled voice and data
services to customers who seek Internet access and telecommunications
services from a single source.
Sales and Marketing
Marketing. Our marketing philosophy is based on the belief that a
consumer's selection of an Internet service provider is often strongly
influenced by a personal referral. Accordingly, we believe that the customer
satisfaction of our subscriber base has led to significant word-of-mouth
referrals. Our referral incentive program awards subscribers one month of free
service for every customer referred. As a result, over 70% of our new sign-ups
come from existing subscriber referrals. Our proprietary customer care and
billing system automatically tracks and credits the subscriber's account, thus
providing us with valuable marketing information and flexibility with this
program. We also market our services through strategic relationships with value
added resellers in the local communities, such as computer stores, trade
associations,
6
<PAGE>
unions, Web development companies, local area network administrators and other
retail stores which represent and promote us on a commission basis. These
relationships are a significant source of new customers. In addition, we offer
free Internet training classes within our markets to cultivate interest in the
Internet and increase brand recognition. We do not use mass marketing media as a
major source of acquiring new customers, but instead believe that by providing
superior customer service and developing strong relationships within local
communities, particularly in small- and medium-sized markets, we can continue to
grow at rates greater than the industry average with very low costs per new
customers acquired.
Web-based Marketing. We maintain a Web site (www.voyager.net) that provides
Internet users with the opportunity to learn about us and enroll in one of our
Internet access service plans. Upon viewing information on our services,
potential customers can either subscribe online or contact a customer support
employee for enrollment. Customers who sign-up on-line or through our 800 number
have their accounts created immediately and are thus able to use their accounts
within minutes of account activation.
Free CDs and Diskettes. Upon the request of prospective customers, we
distribute free software via CD and diskettes that contain both the Netscape
browser software for Windows 95, Windows 3.1 and Macintosh as well as
Microsoft's Internet Explorer 4.0. The software is configured to facilitate
installation and connection to a Voyager.net point of presence. Individuals
receiving the CD or diskettes have the opportunity to obtain the free browser
software contained on the CD by opening an account with us, either on-line or
via a toll-free telephone number. New customers can be on-line in a matter of
minutes after opening an account on-line or by calling our toll-free telephone
number.
Business Sales and Support. We have a business sales and support team
dedicated to selling and providing customized support to our growing small- and
medium-sized business customers. Our business teams include support personnel
located throughout our target region. This strong local presence allows us to
meet face-to-face with our business customers to evaluate their needs and
respond with customized solutions. Our locally-based sales and support teams are
supported by additional network engineers at our headquarters for
trouble-shooting on specific problems.
Customer Service and Technical Support
We provide our customer service and technical support through our two large
call centers located in East Lansing, Michigan and New Berlin, Wisconsin. We
provide 100% of our customer care internally, and do not outsource any customer
operations to third party providers. We have staffed our call centers with over
270 employees, or more than 50% of our workforce. Our two main centers are
fully-integrated so that both centers can handle calls from subscribers located
anywhere within our region. This interoperability allows us to more efficiently
handle support calls, thereby reducing telephone hold times. We have upgraded
our phone system that routes calls, tracks important call-in data, automatically
answers certain questions and moves customers quickly through the call-in
process. Our comprehensive staff training program and incentive compensation
program linked to customer satisfaction has led to significant improvements in
the time required to move our subscribers through the various calling queues. In
addition to using our call centers, subscribers can also e-mail questions
directly to our
7
<PAGE>
technical support staff, as well as find solutions on-line through the use of
the tutorials found at our Web site. Our free Internet training and educational
classes within our markets also allow our customers and potential subscribers to
ask questions about the Internet and our services.
Network and Technology
We operate the largest dial-up Internet network in the Midwest in terms of
geographic coverage, with approximately 200 Voyager.net-owned points of presence
in Michigan, Indiana, Illinois, Minnesota, Ohio and Wisconsin.
Network Infrastructure. We designed and built our network to specifically
service Internet (data) traffic. The network is comprised primarily of the
latest Cisco Systems' routing and switching equipment, which provides a common
platform for increased flexibility and maintenance while allowing for the use of
advanced routing protocols to quickly and dependably deliver customer traffic.
We have two network operating centers to oversee traffic flows and general
network operations, as opposed to a single network operating center as found in
many national networks, which helps create redundancy and ensures a secure and
reliable network. We are continuously improving our network infrastructure and
connectivity costs through our relationships with incumbent local exchange
carriers such as Ameritech Corporation and GTE Corporation as well as with
competitive local exchange carriers such as Brooks Fiber (MCI WorldCom), Phone
Michigan (McLeodUSA), Time Warner, Coast to Coast and Focal Communications.
Our points of presence are linked to regional network points, or hubs,
which are our two network operating centers. These network points are linked to
the Internet by fiber optic connections and employ asynchronous transfer mode,
frame relay and other methods of handling traffic efficiently. Interlinked
network points allow Internet users to access sites located on other network
points. In the event that one of our subscribers wishes to access a Web site
that is located on another service provider's network, data is directed to a
network access point where information sharing is conducted under arrangements
known as peering. The flow of information across a network access point allows
information to be downloaded from one service provider's network to a subscriber
on another service provider's network.
Points of Presence. Our approximately 200 dial-in points of presence
primarily utilize digital access servers manufactured by 3Com Corporation and
Lucent Technologies, Inc. These servers allow for a variety of customer
connections from standard dial-up to traditional telecommunications lines,
including integrated digital services network. Our network has been reconfigured
to include redundant data circuits which will automatically route customer
traffic in the event of a failure. Our network topology offers high levels of
performance and security. Through various relationships with competitive local
exchange carriers, we have been able to reduce the overall number of points of
presence by consolidating several of them into "SuperPOPs" with expanded calling
areas. The SuperPOP allows us to consolidate our equipment into one large modem
bank and eliminate various telecommunication links from our points of presence
back to the network operating center, thereby creating enhanced network
reliability and reducing telecommunication costs. We have worked with our
providers to create additional SuperPOPs and we intend to explore opportunities
to create additional SuperPOPs in the future.
8
<PAGE>
Network Operation Centers. We have two main network operation centers, or
hubs, in East Lansing, Michigan and New Berlin, Wisconsin. These two hubs house
all of our internal network equipment (servers, routers, mail, hosting, disk
arrays, etc.) as well as our main routing equipment and connection to the
Internet. The two hubs have been interconnected to provide redundancy and to
ensure the highest quality network. The hubs are monitored on a 24 hours per
day, seven days per week basis in order to provide the highest level of network
performance.
Peering Relationships. Peering is the act of exchanging data across
networks, typically at specific, discrete locations. By allowing separate
networks to exchange data, users on a particular Internet service provider's
network are able to access information and communicate with users on another
provider's network. Many formal peering points exist where several dozen
Internet service providers and other providers exchange data, including network
access points. Internet service providers can also run connections to peer with
several different providers (known as multihoming). Multihoming allows an
Internet service provider to provide better service, as inbound and outbound
data can go over different routes if a particular network is overloaded. We have
relationships at multiple points with several different organizations, including
Verio, Inc. in Ann Arbor, Michigan, NAP.net in Chicago, Illinois and MCI and
Savvis in Kalamazoo, Michigan, thereby building in network redundancy that
allows for better connectivity for our customers.
Integrating Acquired Networks. As we continue to play a leading role in
consolidating the Internet service provider industry, one of our tasks is to
configure the acquired equipment and network into our regional Internet-based
network. We have taken steps to gain scale economies by eliminating redundant
and expensive Internet connectivity and better utilizing our current
infrastructure. Our integration plan calls for connecting the acquired points of
presence directly to our network at the most cost effective point and
eliminating duplicate Internet telecommunication costs. We typically connect
within three to six months after the acquisition so as to allow for a prompt yet
smooth integration of the acquired networks and to reduce service disruptions.
Competition
The Internet services market is extremely competitive and highly
fragmented. We face competition from numerous types of providers in our six
state region and anticipate that competition will only intensify in the future
as the Internet service provider industry consolidates. We believe that the
primary competitive factors determining success as an Internet service provider
are:
o accessibility and performance of service;
o quality customer support;
o price;
o access speed;
o brand awareness;
o ease of use; and
o scope of geographic coverage.
We believe that we have competed favorably based on these factors,
particularly due to:
9
<PAGE>
o regionally focused operating strategy;
o focus on customer care and service;
o performance of Voyager.net-owned network facilities; and
o competitive, multi-tiered pricing policy.
Our current competitors include many large companies that have
substantially greater market presence, brand name recognition and financial
resources than us. Some of our local or regional competitors may also enjoy
greater recognition within a particular community. We currently compete, or
expect to compete, with the following types of companies:
o established on-line information service providers, which provide basic
Internet access as well as proprietary information not available
through public Internet access, such as America Online, Inc.;
o national Internet service providers, including EarthLink Network,
Inc.;
o numerous regional and local Internet service providers, some of which
have significant market share in their particular market area;
o providers of Web hosting, co-location and other Internet-based
business services, such as Verio, Inc.;
o computer hardware and software and other technology companies that
provide Internet connectivity with their products, including IBM and
Microsoft Corporation;
o national long distance carriers such as AT&T Corporation, MCI WorldCom
and Spring Corporation;
o regional Bell operating companies and local telephone companies;
o cable operators, including Tele-Communications, Inc. and Time Warner
Cable; and
o nonprofit or educational Internet service providers.
Many of the major cable companies and some other Internet access providers
have begun to offer or are exploring the possibility of offering Internet
connectivity through the use of cable modems. Cable companies, however, are
faced with large-scale upgrades of their existing plant equipment and
infrastructure in order to support connections to the Internet backbone via
high-speed cable access devices. We believe that there is a trend toward
horizontal integration through acquisitions or joint ventures between cable
companies and telecommunications carriers. Other alternative service companies
have also announced plans to enter the Internet connectivity market with various
wireless terrestrial and satellite-based service technologies. In addition,
several competitive local exchange carriers and other Internet access providers
have launched national or regional digital subscriber line programs providing
high speed Internet access using the existing copper telephone infrastructure.
Several of these competitive local exchange carriers have announced strategic
alliances with local, regional and national Internet service providers to
provide broadband Internet access. Recently, several national access providers
have begun to offer Internet access for free or at substantial discounts to
prevailing rates, which may result in significant pricing pressure. We also
believe that manufacturers of computer hardware and software products, media and
telecommunications companies and others will continue to enter the Internet
services market, which will also intensify competition. Any of these
developments could materially and adversely affect our business, operating
results and financial condition.
10
<PAGE>
Government Regulation
The Federal Communications Commission, or FCC, exercises jurisdiction over
all facilities of, and services offered by, telecommunications carriers to the
extent that they involve the provision, origination or termination of
jurisdictional interstate or international communications. State regulatory
commissions retain jurisdiction over the origination or termination of
jurisdictional intrastate communications. In addition, as a result of the
passage of the Telecommunications Act of 1996, state and federal regulators
share responsibility for implementing and enforcing the domestic pro-competitive
policies of the Telecommunications Act. In particular, state regulatory
commissions have substantial oversight over the provision of interconnection and
non-discriminatory network access by ILECs. Municipal authorities generally have
some jurisdiction over access to rights of way, franchises, zoning and other
matters of local concern.
Internet operations are currently not subject to direct regulation by the
FCC or any other governmental agency (other than regulations applicable to
businesses generally). Due to the increasingly widespread use of the Internet,
however, it is possible that additional laws and regulations may be adopted.
The FCC continues to review its regulatory position concerning Internet
service providers. Even though the FCC determined in April 1998 that Internet
service providers should not be treated as telecommunications carriers and
therefore not regulated, it is expected that future Internet service provider
regulatory status will continue to be uncertain. Indeed, in that report, the FCC
concluded that certain services offered over the Internet, such as
phone-to-phone Internet protocol telephony, may be functionally
indistinguishable from traditional telecommunications service offerings and
their non-regulated status may have to be re-examined. Although the FCC has thus
far decided not to allow local telephone companies to impose per minute access
charges on Internet service providers, and that decision has been upheld by the
reviewing court, further regulatory and legislative consideration of this issue
is likely.
To the extent that an end user's call to an Internet access provider is
local rather than long distance, the Internet service provider may be, if the
call is carried over its facilities, entitled to reciprocal compensation from
the end user's local telephone company. Reciprocal compensation is a
reimbursement from one local telephone service provider to a second one for
handling calls that originate with the first local telephone service provider
and terminate with the second one. Under many existing interconnecting
agreements, reciprocal compensation must be paid to Internet service providers
through their exchange carriers by ILECs for completing calls made by the ILEC
customers. The issue of reciprocal compensation has not been fully resolved by
the FCC and state public service commissions. Although some existing
interconnecting agreements provide for reciprocal compensation to Internet
service providers, most of these agreements will expire within the next two
years. The FCC recently determined that most, but not all, traffic to an
Internet service provider is interstate in nature rather than local. The FCC,
however, directed state regulators to determine whether, under existing state
decisions and interconnecting agreements, reciprocal compensation should be paid
to Internet service providers through their exchange carriers by ILECs. The FCC
is also considering the establishment of nationwide rules governing
inter-carrier compensation for calls handed off from one carrier to another and
bound
11
<PAGE>
for Internet service providers. The FCC's decision in this matter, as well as
the individual state decisions referenced above, may adversely affect our
Internet access costs.
As of December 31, 1999, we were licensed as a CLEC in Michigan, Wisconsin,
and Ohio. We intend to apply for licensure in Indiana and Illinois in the first
half of 2000. CLEC status allows us to provide local exchange telecommunications
service, interconnect with the telecommunications network of the ILEC, collocate
our network equipment in the central offices/end offices of the ILEC, and
purchase access to unbundled network elements, or UNEs, from the ILEC at a
significant cost reduction. We intend to utilize the CLEC license in the various
states to provision DSL service.
DSL is a telecommunications service which is regulated in some states, and
not regulated in others. However, to effectively roll out the service, we have
to be licensed as a CLEC in the state to be able to co-locate and interconnect
with the ILEC's network. This will allow us to provision DSL service over the
copper telephone lines serving the customer's premises. Both business and
residential customers are potential users of DSL services. DSL is provisioned in
a multitude of options including ADSL (asynchronous digital subscriber line),
SDSL (synchronous digital subscriber line), IDSL (integrated digital subscriber
line) and other variations.
As a CLEC we are subject to federal, state and local regulations. The FCC
has the responsibility to regulate interstate telecommunication services, while
the state public service commission/utility commission regulates intrastate
activity. Local governments, in certain circumstances, regulate the public
safety, health and welfare. As can be expected, the ILEC monopolies have
challenged in court most every effort by the FCC and state commissions to open
up the local telephone market to competition. This course of action by the ILECs
can be expected to continue, and although many initiatives have been undertaken
to effectuate competition in the local telephone market through the FCC and
state commissions, the further deployment of competitive services in the market
will continue to be hampered by ILEC activities. This is a challenge not only
affecting Voyager, but affects all CLECs in all states in the country.
Voyager.net has begun negotiations of interconnection agreements with the
major ILECs in its service territories. These agreements set forth the terms,
conditions and rates of the CLECs interconnection with the ILECs
telecommunication network, including, but not limited to, co-location and UNE's.
Pursuant to the Federal Telecommunications Act of 1996, these negotiations are
to be commenced upon the CLECs written request for negotiations. If an
interconnection agreement is unable to be negotiated within 135-160 days after
the ILECs receipt of the written request for negotiation, either party may
petition the state public service commission/public utility commission for
arbitration of the issues outstanding. Although each state varies as to their
own practice and procedure, parties present verbal and written evidence, there
is a hearing at which witnesses are subject to cross examination, and the
parties are allowed to submit briefs and response briefs in support of their
respective positions. 180-210 days after the complaint for arbitration is filed
is the normal time frame within which the state commission will issue their
decision.
Although we may not have an interconnection agreement with the ILEC, we are
able to order service from the ILEC's tariff in most circumstances. This allows
us to continue to move
12
<PAGE>
forward with implementing our business plan even though we do not have an
executed interconnection agreement. Upon execution of an interconnection
agreement, our continued ordering of service from the ILEC will be pursuant to
the interconnection agreement in what should be a seamless transition.
In addition to our CLEC services, we provision long distance service as a
reseller through our subsidiary Horizon Telecommunications, Inc. Long distance
service consists of both intrastate and interstate service and therefore is
influenced by decisions of both state commissions and the FCC. We are registered
in all six states in which we provide service: Indiana, Illinois, Michigan,
Minnesota, Ohio and Wisconsin. As a reseller, we do not have the significant
capital investment in network equipment necessary to provision long distance
telephone service. The state commissions and the FCC have implemented rules and
procedures for the transferring of customers from one provider to another in
order to reduce slamming, the transfer of the customer from one long distance
carrier to another without the customers consent. We have long implemented
procedures to obtain a letter of authority, or other approved method (e.g. third
party verification), to confirm that the customer does in fact want to change
from its current long distance provider to us. We have tariffs on file with the
FCC setting forth the terms, conditions and rates applicable to our provisioning
of long distance service. Although the long distance regulatory environment is
not as active as the local telecommunications arena, it is difficult to predict
how either state and/or federal regulatory authority will impact the
provisioning of long distance service in the short or long term.
Intellectual Property
We have developed and acquired certain proprietary rights for which we have
sought and will continue to seek federal, state and local protection. We rely on
a combination of copyright, trademark and trade secret laws to protect our
proprietary rights, particularly related to our names and logos. "Voyager.net"
and our associated logo are names and marks which belong to Voyager.net. In
addition, we have registered VoyagerLink and several other names, marks and
logos, and have additional registrations pending for names and marks, under
which we do business at local levels within our region. An integral part of our
successful business strategy is our proprietary Web-based customer care and
billing system. We are exploring whether to seek patent protection with respect
to this customer care system and will act accordingly. We have each of our
employees enter into an inventions agreement pursuant to which each agrees that
any intellectual property rights developed while in our employment belong to
Voyager.net. We cannot assure you that the steps taken by us to protect our
proprietary rights will be adequate to prevent misappropriation of our
technology or that third parties, including competitors, will not independently
develop technologies that are substantially equivalent or superior to our
proprietary technology.
In connection with the delivery of our access and other services, we rely
on the use of products of software manufacturers that we bundle in our software
for users with personal computers operating on the Windows or Macintosh
platforms. While some of the applications included in our start-up kit for
access services subscribers are shareware that we have obtained permission to
distribute or that are otherwise in the public domain and freely distributable,
certain other applications included in the start-up kit have been licensed where
necessary. We currently intend to maintain or negotiate renewals of all existing
software licenses and
13
<PAGE>
authorizations as necessary, although we cannot be certain that such renewals
will be available to us on acceptable terms, if at all. We may also enter into
licensing arrangements in the future for other applications.
Employees
As of December 31, 1999, we had 505 employees, including 423 full-time
employees and 82 regular part-time employees. We are not a party to any
collective bargaining agreements covering any of our employees, have never
experienced any material labor disruption and are unaware of any current efforts
or plans to organize our employees. We consider our relationships with our
employees to be good.
Item 2. Description of Properties
We lease each of our office locations. Our leases cover in the aggregate
approximately 55,000 square feet of space. We have two primary lease locations
which serve as our network operating centers: East Lansing, Michigan, which is
also our corporate headquarters, with approximately 17,000 square feet, which
lease expires in 2007; and New Berlin, Wisconsin, where we lease space at four
locations covering in the aggregate approximately 25,000 square feet under
long-term leases. We also lease space, typically less than 50 square feet per
location, to house our network equipment at each of our points of presence. We
do not own any real estate. We believe that our current facilities are suitable
and adequate for our business and, upon expiration of our leases, we do not
anticipate any significant difficulty in obtaining renewals or alternative space
in our desired markets.
Item 3. Legal Proceedings
We have been, from time to time, involved in various litigation matters
arising in the ordinary course of business. We are not involved currently in any
pending legal proceedings that either individually or taken as a whole, will
have a material adverse effect on our business, financial condition and results
of operations.
Item 4. Submission Of Matters To A Vote Of Security Holders
No matters were submitted to a vote of the Company's stockholders during
the last quarter of its fiscal year ended December 31, 1999.
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
Our common stock has been traded on the NASDAQ National Market System under
the symbol "VOYN" since our initial public offering on July 21,1999 (the "IPO").
The following table sets forth for the periods indicated the high and low sale
prices per share of our common stock on the NASDAQ National Market System, as
reported by NASDAQ for each quarter since we have been public.
14
<PAGE>
High Low
---- ---
Quarter ended September 30, 1999 $ 20.500 $ 8.000
Quarter ended December 31, 1999 $ 13.125 $ 6.188
Holders
On March 15, 2000, the last reported sale price of common stock on the
NASDAQ National Market System was $14.125. On March 15, 2000 there were 92
holders of record. This number of holders does not include persons whose shares
are held of record by a broker or clearing agency, but does include such
brokerage house or clearing agency as one record holder.
Dividends
Voyager.net has never declared nor paid any cash dividends on our common
stock. Under the terms of our senior bank debt agreements, we are prohibited
from paying any dividends to our stockholders other than dividends payable in
shares of common stock. In addition, we currently intend to retain our earnings
for future growth and, therefore, do not anticipate paying cash dividends in the
foreseeable future.
Recent Sales of Unregistered Securities
In May 1999, Voyager.net issued 620,000 shares of common stock upon
exercise of an outstanding option under the Voyager.net, Inc. 1998 Stock Option
and Incentive Plan for an aggregate exercise price of $250.00 to an employee of
the Company in reliance upon the exemption from registration under Rule 701
promulgated under the Securities Act of 1933, as amended.
Use of Proceeds
After deducting the expenses incurred in connection with our IPO,
Voyager.net received $99.5 million in net proceeds from the IPO. We used
approximately $60.6 million of the proceeds to repay borrowings under our then
existing senior credit facility with Fleet National Bank, including fees and
accrued and unpaid interest, (b) $2.3 million to repay subordinated notes and
accrued interest, (c) $8.8 million to redeem all of the outstanding shares of
the Company's series A preferred stock and cumulative dividends, and (d) the
remainder for the acquisition of businesses, general corporate purposes and
capital expenditures.
Item 6. Selected Consolidated Financial and Other Data
(In thousands, except per share and other data)
The following tables sets forth selected consolidated financial information
and other data for Voyager.net. The selected consolidated results of operations
and the selected historical
15
<PAGE>
consolidated balance sheet for the years ended December 31, 1995, 1996, 1997,
1998 and 1999 have been derived from the audited consolidated financial
statements of Voyager.net. For all periods presented, the related financial
information has been presented using consistent methods of accounting.
You should read the following selected historical consolidated financial
statements and other data in conjunction with our consolidated financial
statements and notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
The selected consolidated financial and other data includes a presentation
of EBITDA. As used in this filing, EBITDA represents earnings before interest,
taxes, depreciation, amortization and non-recurring, non-cash compensation
charges. EBITDA is provided because it is a measure commonly used by investors
to analyze and compare companies on the basis of operating performance. EBITDA
is not a measurement of financial performance under generally accepted
accounting principles, and should not be construed as a substitute for operating
income, net income or cash flows from operating activities for purposes of
analyzing our operating performance, financial position and cash flows. EBITDA,
as calculated by Voyager.net, is not necessarily comparable with similarly
titled measures for other companies.
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------------------------------
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Consolidated Statement of Operations Data:
Revenues:
Internet access service $ 202 $ 1,707 $ 3,440 $ 10,589 $ 47,423
Other -- -- 14 133 1,074
--------- --------- --------- --------- ---------
Total revenue 202 1,707 3,454 10,722 48,497
--------- --------- --------- --------- ---------
Operating expenses:
Internet access service costs 143 1,002 1,318 3,608 15,933
Sales and marketing 101 638 1,038 1,987 6,402
General and administrative 521 1,155 1,462 3,406 14,151
Depreciation and amortization 128 420 394 3,862 23,836
Compensation charge for issuance of -- -- -- 4,218 2,563
common stock and stock options
--------- --------- --------- --------- ---------
Total operating expenses 893 3,215 4,212 17,081 62,885
--------- --------- --------- --------- ---------
Loss from operations (691) (1,508) (758) (6,359) (14,388)
Other income (expense) 17 10 (62) (912) (1,741)
--------- --------- --------- --------- ---------
Net loss $ (674) $ (1,498) $ (820) $ (7,271) $ (16,129)
Preferred stock dividends -- -- (74) (348) (367)
--------- --------- --------- --------- ---------
Net loss applicable to common stockholders $ (674) $ (1,498) $ (894) $ (7,619) $ (16,496)
--------- --------- --------- --------- ---------
Per Share Data:
Basic and diluted net loss per share applicable
to common stockholders $ (0.08) $ (0.28) $ (0.10) $ (0.43) $ (0.61)
--------- --------- --------- --------- ---------
Weighted average common shares outstanding 8,966 5,352 8,878 17,655 27,238
========= ========= ========= ========= =========
Other Financial Data:
EBITDA (as defined) $ (563) $ (1,088) $ (364) $ 1,721 $ 12,012
EBITA margin (278.7)% (63.7)% (10.5)% 16.1% 24.8%
Capital expenditures 411 759 661 1,514 5,033
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Other Data:
Subscribers at end of period (approximate) 3,000 10,000 17,000 142,000 336,000
POPs 5 25 57 138 200
Cash Flow Data:
Cash flow provided by (used in):
Operating activities $ (538) $ (877) $ (398) $ 2,702 $ 6,527
Investing activities (408) (759) (574) (34,336) (60,663)
Financing activities 1,980 583 1,488 33,466 69,848
Consolidated Balance Sheet Data:
Cash and cash equivalents $ 1,055 $ 3 $ 519 $ 2,350 $ 18,062
Working capital 917 (275) (1,785) (6,242) 7,005
Total assets 1,603 1,186 2,101 41,725 112,454
Total long-term debt, notes payable and 73 871 2,155 33,308 23,892
capital leases, including current maturities
Total stockholders' equity (deficit) 1,350 (148) (539) 1,276 73,100
</TABLE>
Item 7. Management Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion of the Company's financial condition, results of
operations and capital resources and liquidity should be read in conjunction
with the Consolidated Financial Statements and related Notes included herein.
Background
We currently operate the largest dial-up Internet network in the Midwest in
terms of geographic coverage, with approximately 200 Voyager.net-owned points of
presence in Michigan, Wisconsin, Ohio, Illinois, Indiana and Minnesota. Through
acquisitions and internal growth, we have increased our subscriber base from
approximately 17,000 subscribers at the end of December 1997 to approximately
336,000 subscribers as of December 31, 1999, including approximately 10,570 Web
hosting subscribers, 1,930 dedicated Internet access accounts, 1,400 cable modem
customers and 700 DSL subscribers.
Recent Events
On March 12, 2000, Voyager.net, CoreComm Limited ("CoreComm") and CoreComm
Group Sub I, a wholly owned subsidiary of CoreComm ("Sub") entered into an
Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger
Agreement, Sub will merge with and into Voyager.net, with Voyager.net surviving
the merger as a wholly-owned subsidiary of CoreComm (the "Merger"). Under the
terms of the Merger Agreement, each outstanding share of Voyager common stock
(except for shares held by Voyager, CoreComm or Sub or any of their respective
subsidiaries) will be converted into the right to receive a cash payment of
$3.00 and .292 shares of CoreComm common stock. Under the Merger Agreement's
collar provisions, the shares of CoreComm common stock that will be issued by
CoreComm in the Merger will be adjusted based on CoreComm's stock price at
closing.
Our Board of Directors has approved the Merger Agreement and the
transactions contemplated thereby, including the Merger. Consummation of the
transactions, including the
17
<PAGE>
Merger, is subject to the approval of the Company's stockholders, certain
regulatory approvals and other conditions. Holders of over a majority of the
voting shares of the Company have entered into an agreement with CoreComm to
vote in favor of the Merger, the Merger Agreement and the transactions
contemplated by the Merger Agreement. We cannot assure you that the transactions
contemplated by the Merger Agreement will be consummated.
Below please find a table listing all acquisitions which Voyager.net
consummated during the period from July 1998 through December 1999.
- --------------------------------------------------------------------------------
Acquisitions
Company Date Location Customers
- ------- ---- -------- ---------
Wholesale ISP 12/10/99 Toledo, OH 10,000
Internet Illinois 11/9/99 Chicago, IL 3,800
TDI Internet Services, Inc. 10/7/99 Monroe, MI 3,600
Choice Dot Net, LLC 10/7/99 Cincinnati, OH 3,400
ComNet, LLC 10/4/99 Central, OH 19,000
MichWeb, Inc. 9/22/99 Cadilac, MI 1,400
Internet Connection Services, LLC 9/21/99 Kalamazoo, MI 2,200
Raex 9/14/99 Canton, OH 12,000
NetDirect 9/8/99 Indianapolis, IN 8,000
Data Management Consultants, Inc. 9/2/99 Hillsdale, MI 7,000
American Information Services, Inc. 6/25/99 Chicago, IL 3,100
Core Digital Communications, Inc. 6/17/99 Stevens Point, WI 4,000
PCLink.com 6/4/99 Minneapolis, MN 5,500
GDR Enterprises, Inc. 5/7/99 Dayton, OH 20,000
StarNet.Inc. 4/23/99 Chicago, IL 5,900
Exchange Network Services, Inc. 3/10/99 Cleveland, OH 8,000
Infinite Systems, Ltd. 2/24/99 Columbus, OH 12,500
Hoosier On-Line Systems, Inc. 1/15/99 Seymour, IN 8,000
Add, Inc. 11/20/98 Waupaca, WI 500
NetLink Systems, L.L.C. 10/2/98 Kalamazoo, MI 7,500
Netmation, Inc. 10/2/98 East Lansing, MI 500
EXEC-PC, Inc. 9/23/98 Milwaukee, WI 80,000
Freeway, Inc. 7/31/98 Petoskey, MI 10,000
Internet-Michigan, Inc. 7/1/98 Hastings, MI 1,000
CDL Corp. 7/1/98 Monroe, MI 550
Total 237,450
- --------------------------------------------------------------------------------
Fiscal Year Ended December 31, 1999 Compared to Fiscal Year Ended December 31,
1998
Revenues. Total consolidated revenues increased from $10.7 million for the
twelve months ended December 31, 1998 to $48.5 million for the twelve months
ended December 31, 1999, representing an increase of 353.2%. The revenue growth
was driven by the increase in our customer base from approximately 142,000 at
December 31, 1998 to approximately 336,000 at December 31, 1999. The growth in
customers was primarily the result of our acquisition activity and strong
internal growth from our effort to provide high quality customer and technical
service and support, geographic expansion in our coverage areas and low customer
churn rates.
18
<PAGE>
Internet access service costs. Internet access service costs increased from
$3.6 million for the twelve months ended December 31, 1998 to $15.9 million for
the twelve months ended December 31, 1999. The increase in absolute spending for
the twelve months ended December 31, 1999 was primarily the result of an
increase in customers and their associated network expenses and an increase in
billing expenses for the increased customer base. Internet access service costs
as a percent of revenue decreased from 33.7% for the twelve months ended
December 31, 1998 to 32.9% for the twelve months ended December 31, 1999 due to
improved telecommunication contracts and economies of scale, partially offset by
higher telecommunication costs being incurred by the entities acquired during
September and October.
Sales and marketing. Sales and marketing expenses increased from $2.0
million for the twelve months ended December 31, 1998 to $6.4 million for the
twelve months ended December 31, 1999. The increase in spending was attributable
to the growth in our customer base and support functions and the expansion of
our geographic coverage area. As a percentage of revenue, sales and marketing
expenses decreased from 18.5% for the twelve months ended December 31, 1998 to
13.2% for the twelve months ended December 31, 1999. The decrease in sales and
marketing expenses as a percentage of revenue reflects lower average customer
acquisition costs, which is primarily attributable to the strong word of mouth
and referral programs offered by Voyager.net.
General and administrative. General and administrative expenses increased
from $3.4 million for the twelve months ended December 31, 1998 to $14.2 million
for the twelve months ended December 31, 1999. The absolute increase in spending
was primarily due to the growth of our business and the administrative functions
necessary to support our growth. As a percentage of revenue, general and
administrative costs decreased from 31.8% for the twelve months ended December
31, 1998 to 29.2% for the twelve months ended December 31, 1999. The decrease on
a percentage basis represents leveraging of resources across an increased
customer base.
Depreciation and amortization. Depreciation and amortization expense
increased from $3.9 million for the twelve months ended December 31, 1998 to
$23.8 million for the twelve months ended December 31, 1999. This increase was
primarily the result of the amortization of intangible assets related to
acquiring our customer base since December 31, 1998, as well as increased
capital spending for expanded network operations and infrastructure.
Compensation charge for issuance of common stock and stock options. We
incurred a charge of $4.2 million for the twelve months ended December 31, 1998
which decreased to $2.6 million for the twelve months ended December 31, 1999.
These charges were based on the issuance and grant of common stock and options
at purchase and exercise prices below fair market value and a charge to reflect
vesting of previously issued common stock or options granted. We believe these
charges to be non-recurring in nature because we expect to issue all future
shares and stock options at prices which approximate market value. However, some
unvested options to purchase common stock will continue to vest over the next
three years, which will result in additional compensation expense of
approximately $111,000 in periods subsequent to December 31, 1999.
Other income (expense), net. Other expense, net increased from $0.9 million
for the twelve months ended December 31, 1998 to $1.7 million for the twelve
months ended December 31, 1999.
19
<PAGE>
This increase is the result of the higher average balance during the first seven
months of 1999 on our line-of-credit which was used to fund acquisitions
completed during 1998 and 1999. The line of credit was paid off on July 25, 1999
with proceeds from the initial public offering.
Net loss. As a result of the above, we reported net loss of $7.3 million,
or $0.43 per share applicable to common stockholders, for the twelve months
ended December 31, 1998 as compared to net loss of $16.1 million, or $0.61 per
share applicable to common stockholders, for the twelve months ended December
31, 1999.
EBITDA (as defined). EBITDA increased from $1.7 million for the twelve
months ended December 31, 1998 to $12.0 million for the twelve months ended
December 31, 1999. As a percentage of revenues, EBITDA increased from 16.1% for
the twelve months ended December 31, 1998 to 24.8% for the twelve months ended
December 31, 1999.
Fiscal Year Ended December 31, 1998 Compared to Fiscal Year Ended December 31,
1997
Revenues. Total consolidated revenues increased from $3.5 million for the
year ended December 31, 1997 to $10.7 million for the year ended December 31,
1998, representing an increase of 205.7%. The revenue growth was primarily
driven by the increase in our customer base from approximately 17,000 at
December 31, 1997 to approximately 142,000 at December 31, 1998. The growth in
customers was primarily a result of the seven acquisitions during 1998, which
added approximately 100,000 subscribers to our customer base.
Internet access service costs. Internet access service costs increased from
$1.3 million for the year ended December 31, 1997 to $3.6 million for the year
ended December 31, 1998. Internet access service costs as a percent of revenue
decreased from 37.1% for the year ended December 31, 1997 to 33.6% for the year
ended December 31, 1998 due to improved telecommunication contracts and
economies of scale. The increase in absolute spending for the year ended
December 31, 1998 was driven by a significant increase in customers and their
associated network expenses and an increase in billing costs.
Sales and marketing. Sales and marketing expense increased from $1.0
million for the year ended December 31, 1997 to $2.0 million for the year ended
December 31, 1998. The increase in absolute spending was a result of the rapid
growth of our operations and the acquisitions completed during 1998. As a
percentage of revenue, sales and marketing costs decreased from 28.6% for the
year ended December 31, 1997 to 18.7% for the year ended December 31, 1998. The
decrease of sales and marketing expenses as a percentage of revenues reflects
the efficiencies of our marketing programs over a larger customer base.
General and administrative. General and administrative expenses increased
from $1.5 million for the year ended December 31, 1997 to $3.4 million for the
year ended December 31, 1998. The absolute increase in spending was due to the
increase in support functions and basic infrastructure necessary to support the
expansion of our business and the acquisition activity. As a percentage of
revenue, general and administrative expenses decreased from 42.9% for the year
ended December 31, 1997 to 31.8% for the year ended December 31, 1998. The
decrease on a
20
<PAGE>
percentage basis represents efficiencies achieved through the integration of
acquired businesses and leveraging resources across an increased customer base.
Depreciation and amortization. Depreciation and amortization expense
increased from $394,000 for the year ended December 31, 1997 to $3.9 million for
the year ended December 31, 1998. This increase was a result of the amortization
of intangible assets related to acquiring our customer base since December 31,
1997, as well as increased capital spending for expanded network operations and
infrastructure.
Compensation charge for issuance of common stock and stock options. We
incurred a charge of $4.2 million for the year ended December 31, 1998 related
to the issuance of common stock and stock options. The amount of this charge was
based on the issuance and grant of common stock and options at purchase and
exercise prices below fair market value.
Other income (expense), net. Other expenses, net increased from $62,000 for
the year ended December 31, 1997 to $0.9 million for the year ended December 31,
1998. This increase is the result of the higher average balance on our $40.0
million line-of-credit which was used to fund acquisitions completed during
1998.
Net loss. As a result of the above, we reported a net loss of $0.8 million,
or $0.10 per share, applicable to common stockholders, for the year ended
December 31, 1997 as compared to a net loss of $7.3 million, or $0.43 per share
applicable to common stockholders, for the year ended December 31, 1998.
EBITDA. EBITDA increased from ($364,000) for the year ended December 31,
1997 to $1.7 million for the year ended December 31, 1998. As a percentage of
revenues, EBITDA increased from (10.5%) for the year ended December 31, 1997 to
16.1% for the year ended December 31, 1998.
Liquidity and Capital Resources
Our principal capital and liquidity needs historically have related to
funding the cash portion of our acquisitions, our sales and marketing
activities, the development and expansion of our network infrastructure, the
establishment of our customer service and support operations and general working
capital needs. Our capital needs were initially met in 1996 and 1997 by loan
advances from Horizon Cable I Limited Partnership and private placements of our
securities to our principal stockholders. As we grew our operations during 1998,
we received capital from other sources, including cash provided by operating
activities, proceeds from the issuance of debt and notes payable and through
private placements of our securities. In September 1998, we entered into a $40.0
million revolving credit facility with a bank group led by Fleet National Bank.
On April 13, 1999, we increased our availability under our credit facility to
$70.0 million on similar terms and conditions.
On July 21, 1999, the Company completed its initial public offering in
which it raised net proceeds of approximately $99.5 million. Upon closing of the
offering $60.6 million of senior bank debt and accrued interest and fees were
repaid, $8.8 million of preferred stock and cumulative dividends were redeemed,
and $2.3 million of subordinated notes and accrued
21
<PAGE>
interest were repaid. Since the initial public offering, the Company has used
all of the remaining proceeds for general corporate purposes, acquisitions and
capital expenditures.
Net cash provided by operating activities was $6.5 million for the twelve
months ended December 31, 1999, compared to net cash provided by operating
activities of $2.7 million for the twelve months ended December 31, 1998. The
primary sources of cash from operating activities for the twelve months ended
December 31, 1999 were $23.8 million in depreciation and amortization and a $2.5
million compensation charge for issuance of common shares and options. These
sources were partially offset by the $16.1 million net loss.
Net cash used in investing activities was $60.7 million for the twelve
months ended December 31, 1999, compared to net cash used in investing
activities of $34.3 million for the twelve months ended December 31, 1998. Net
cash used in investing activities for the twelve months ended December 31, 1999
consisted of $55.6 million to acquire eighteen Internet service provider
businesses and $5.0 million for the purchase of capital equipment. Cash used in
investing activities for the twelve months ended December 31, 1998 related to
acquisition activity and the purchase of capital equipment.
Net cash provided by financing activities was $69.8 million for the twelve
months ended December 31, 1999, compared to net cash provided by financing
activities of $33.4 million for the twelve months ended December 31, 1998. The
primary sources of cash from financing activities for the twelve months ended
December 31, 1999 was the proceeds from our initial public offering as discussed
above, and use of proceeds from our revolving credit facility.
In July 1999, we re-negotiated our credit facility concurrent with our
initial public offering for a $60 million line of credit, with the option to
extend to $70 million, with the same bank syndicate on terms and conditions
similar to the previous agreement. At December 31,1999 and March 1, 2000, the
amount outstanding was $19.7 million and $24 million, respectively. Interest is
payable quarterly and automatic and permanent reductions of the maximum
commitments begin April 30, 2001 and continue until maturity.
Year 2000 Compliance
Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. These date code fields
need to accept four digit entries to distinguish "Year 2000" dates from earlier
dates. Confusion of dates may bring about system failures or miscalculations
causing disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices or engage in similar business
activities. The Year 2000 issue affects virtually all companies and all
organizations.
We rely on third party telecommunications and information systems equipment
and software that may not be Year 2000 compliant to provide our services. Our
efforts to address Year 2000 issues prior to January 1, 2000, included
conducting an audit of our own systems and of our third-party suppliers as to
the Year 2000 compliance of their systems. Based upon the results of this
assessment, we developed and implemented a remediation plan with respect to
third-party software, computer technology and services that may fail to be Year
2000 compliant.
22
<PAGE>
Costs incurred to date related to Year 2000 issues have not been material,
nor do we expect to incur additional material costs related to Year 2000 issues.
We are continuing to evaluate potential disruptions or complications that might
result in the future from Year 2000 related problems; although at this time, we
have not identified any specific business functions that are likely to suffer
material disruption as a result of Year 2000 related events. Due to the unique
and pervasive nature of the Year 2000 issue, however, it is not possible to
anticipate each of the wide variety of Year 2000 events that might arise,
particularly outside of the Company, which might have a material adverse impact
on our business, financial condition and results of operations. We presently
believe that the most reasonably likely worst case scenario related to the Year
2000 issue is associated with third-party services and products, specifically
our network, telecommunications lines and equipment. The disruption to or
failure of our internal computer systems or of third-party equipment or software
to operate without Year 2000 complications could result in the interruption or
failure of our services, could require us to incur significant unanticipated
expenses to remedy any problems, could expose us to claims for losses incurred
by our users due to Year 2000 complications and could cause customers to seek
alternative Internet service providers. The defense of any claims, whether with
or without merit, could require us to incur substantial costs and would divert
management's time and attention, which could have an adverse effect on our
business and operating results. In addition, we are subject to external forces
that might generally affect industry and commerce, such as utility company Year
2000 compliance failures and related service interruptions.
Item 7A. Quantitative And Qualitative Disclosures About Market Risk
We believe our exposure to market rate fluctuations on our investments is
nominal due to the short-term nature of these investments. We have no material
future earnings or cash flow exposures with respect to our outstanding capital
leases, which are all at fixed rates. To the extent we have borrowings
outstanding under our credit facility, we would have market risk relating to
those amounts because the interest rates under the credit facility are variable.
At present, we have no plans to enter into any hedging arrangements with respect
to those borrowings.
23
<PAGE>
Item 8. Financial Statements and Supplementary Date
The Consolidated Financial Statements of Voyager.net, including Voyager.net's
Consolidated Balance Sheets as of December 31, 1999 and 1998, Consolidated
Statements of Operations for the years ended December 31, 1999, 1998 and 1997,
Consolidated Statements of Stockholders' Equity for the years ended December 31,
1999, 1998 and 1997, Consolidated Statements of Cash Flows for the years ended
December, 1999, 1998 and 1997, Notes to Consolidated Financial Statements,
together with a report thereon of PricewaterhouseCoopers LLP, dated February 10,
2000, except for Note 18 for which the date is March 12, 2000, are attached
hereto as pages F-1 through F-18.
PART III
Item 10. Directors and Executive Officers of the Registrant
Our executive officers and directors, their positions and their ages as of
February 1, 2000, are set forth below. The Compensation Committee of our Board
of Directors is comprised of the entire Board of Directors, and the Audit
Committee is comprised of Messrs. Friedly, Hayes and Fanch.
Name Age Position
- ----------------------- ---- ---------------------------------------
Christopher Torto 35 President, Chief Executive Officer and
Vice Chairman of the Board of Directors
Osvaldo deFaria 36 Chief Operating Officer
Christopher Michaels 33 Chief Technology Officer
David Shires 37 Vice President--Business Development
Joan Holda 44 Vice President--Human Resources
Glenn Friedly 50 Chairman of the Board of Directors
John Hayes 36 Director
Christopher Gaffney 36 Director
Gerald Taylor 58 Director
Robert Fanch 54 Director
Christopher Torto. Mr. Torto has served as Chief Executive Officer since
February 1998, and has served as President and Vice Chairman of the Board of
Directors since March 1999. From December 1995 to January 1998, Mr. Torto was
the President and Chief Executive Officer of Horizon Cablevision do Brasil, a
start-up cable television venture in Brazil. From 1992 to 1996, Mr. Torto served
as General Manager of GTECH do Brasil, a Brazilian subsidiary of GTECH
Corporation. Mr. Torto received his Bachelor of Science degree in Finance from
the University of Maine and a Master of Business Administration degree from the
Harvard Graduate School of Business Administration.
Osvaldo deFaria. Mr. deFaria has served as Chief Operating Officer since
January 1999. Prior to that, Mr. deFaria spent 13 years at AT&T Corporation in
various management positions
24
<PAGE>
including General Manager of Internet Telephony, Director of Consumer Marketing,
Consumer Marketing Director of AT&T of Puerto Rico, and various other sales and
marketing positions. Mr. deFaria received his Bachelor of Science degree in
Business Administration from the University of Maine and a Master of Business
Administration degree from Fairleigh Dickinson University. Mr. deFaria also
attended Harvard Business School's executive education program.
Christopher Michaels. Mr. Michaels has served as Chief Technology Officer
since February 1999. From October 1998 to February 1999, Mr. Michaels served as
Vice President of Technical Operations. Mr. Michaels was the co-founder of
NetLink Systems, L.L.C., a regional Internet service provider based in
Kalamazoo, Michigan, and served as President from May 1995 to October 1998. From
June 1991 to May 1995, Mr. Michaels was a senior research engineer at Automotive
Diagnostics, an automotive test equipment company. Mr. Michaels received
Bachelor of Science degrees in Mathematics, Physics and Computer Science from
Western Michigan University.
David Shires. Mr. Shires has served as Vice President-Business Development
since October 1998, and is responsible for leading all of the acquisition
efforts of Voyager.net. Mr. Shires was a co-founder of NetLink Systems, L.L.C.,
a regional Internet service provider based in Kalamazoo, Michigan, and served as
Vice President from May 1995 to October 1998. From October 1992 to April 1995,
he was a software engineer at Automotive Diagnostics, an automotive test
equipment company. Mr. Shires received his Bachelor's degree in Robotic
Engineering from Lake Superior State College and a Master of Business
Administration from Western Michigan University.
Joan Holda. Ms. Holda has served as Vice President-Human Resources since
July 1998. From 1986 to June 1998, she served as Director of Training and Human
Resources at Quality Dairy Company, a 700-employee retail and manufacturing
facility. Ms. Holda received a Bachelor of Science degree in Merchandising and
Management and a Masters degree in Labor and Industrial Relations from Michigan
State University. She received her certification as a Senior Professional in
Human Resources in 1997.
Glenn Friedly. Mr. Friedly is a founder and Chairman of the Board of
Voyager.net. Since 1983, Mr. Friedly has served as the President of Horizon
Cablevision Inc., a leading cable operator in Michigan. From 1972 to 1980, Mr.
Friedly worked for the State of Michigan, including as Executive Assistant to
Governor William G. Milliken. Mr. Friedly is the past President of the Michigan
Cable Television Association and has served on boards of the National Cable
Television Cooperative Association and on the Small Cable Business Association.
Mr. Friedly has been a member of the Bar of the State of Michigan since 1980.
John Hayes. Mr. Hayes has served as director of Voyager.net since July
1995. Mr. Hayes is a managing partner of Great Hill Partners, L.L.C., a private
equity firm. Mr. Hayes has been associated with Media/Communications Partners, a
private equity firm, since 1989 and has served as a partner since 1993. Mr.
Hayes serves as Chairman of Horizon Telecom International, Inc., a cable
television operator focused on developing cable television systems in Brazil,
and of Amstar Entertainment, L.L.C., a movie theater developer. Mr. Hayes also
serves as a director of DURO Communications, Inc., a regional Internet service
provider, Language for Industry Worldwide, Inc., a consolidator of business
translation services companies, and Teltrust, Inc., a
25
<PAGE>
telecommunications services provider, American Broadband, Inc., and several
other privately held companies.
Christopher Gaffney. Mr. Gaffney has served as a director of Voyager.net
since December 1998. Mr. Gaffney is a managing partner of Great Hill Partners,
L.L.C., a private equity firm. Mr. Gaffney has been associated with
Media/Communications Partners, a private equity firm, since 1986 and has served
as a partner since 1992. Mr. Gaffney also serves as Chairman of the Board of
Adams Trade Press, Inc., a business-to-business publishing company, and also as
a director of Medical World Communications, Inc., a provider of professional
continuing education programs and supplemental educational materials,
Marks-Ferber Communications, Inc., a community newspaper publisher, Sunburst
Communications Radio L.L.C., a radio broadcaster and several other privately
held companies.
Gerald Taylor. Mr. Taylor has served as a director of Voyager.net since
June 1999. Mr. Taylor is currently a private equity investor in early stage
technology companies and a consultant to telecomm and Internet startups. Mr.
Taylor served as the Chief Executive Officer of MCI Communications Corporation
from November 1996 to October 1998. From July 1994 to November 1996, Mr. Taylor
served as MCI's President and Chief Operating Officer. Prior to that, Mr. Taylor
spent 25 years working with MCI in various management and senior management
roles in MCI's operations, sales and marketing areas. Mr. Taylor is a director
of Ciena Corp., Lafarge Corp. and several other privately held companies.
Robert Fanch. Mr. Fanch has served as a director of Voyager.net since
November 1999. Mr. Fanch is the Chairman and Chief Executive Officer of Fanch
Communications, Inc., a cable television company, formed in 1985, that owned and
operated over 550,000 subscribers primarily in a partnership with Time Warner
Entertainment and The Blackstone Group. The cable properties were sold to
Charter Communications in November 1999. Since the sale of the cable properties,
Mr. Fanch has served as Chairman and Chief Executive Officer of Conversent
Communications, LLC and Mountaineer Telecommunications, LLC, which are
integrated communications providers in New England and the Mid-Atlantic regions,
respectively. Mr. Fanch is also a director of NEVD Holdings, LLC, Network
Systems Solutions, Inc. and several other privately held companies.
Item 11. Compensation of Directors and Executive Officers
Executive Compensation
Summary Compensation Table. The following table sets forth the compensation
paid in 1998 and 1999 to the Chief Executive Officer, the four other most highly
compensated executive officers of Voyager.net who were serving as executive
officers of Voyager at the end of 1999 and an additional individual who held an
executive officer position during 1999 but who was not serving as an executive
officer following 1999, each of whose total salary and bonus exceeded $100,000
during 1999 (the "named executive officers").
26
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation
Compensation Awards
-------------------- --------------------------------------
Securities Restricted All Other
Underlying Stock Compensation
Salary Bonus Options Awards (10)
Name and Principal Position Year ($) ($) (#) ($) ($)
--------------------------- ---- ------- ------ ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Christopher Torto 1999 225,000 0 -- -- 158.40
Chairman of the Board of Directors, 1998 59,500 100,000 -- 3,065,300(6) 145.20
President and Chief Executive Officer
Osvaldo deFaria(1) 1999 192,307 80,000 186,000 0(7) 158.40
Chief Operating Officer 1998 -- -- -- -- --
Christopher Michaels(2) 1999 163,459 65,383 341,000 -- 158.40
Chief Technology Officer 1998 -- 4,500 -- 191,581(8) 26.40
Dennis Stepaniak(3) 1999 147,655 52,477 571,000 -- 132.00
Former Senior Vice President and 1998 -- -- -- -- --
Chief Financial Officer
David Shires(4) 1999 100,384 22,500 100,000 -- 158.40
Senior Vice President -Business Development 1998 -- 4,500 -- 191,581(9) 26.40
Michael Williams(5) 1999 120,000 16,800 -- -- 118.80
Former Vice President - Sales 1998 118,000 23,350 620,000 -- 158.40
</TABLE>
(1) On July 21, 1999, in connection with the consummation of the IPO, Mr.
deFaria was granted options to purchase 186,000 shares of common stock. One
half of these options vest on each of January 21, 2000 and July 21, 2000.
The exercise price was $15.00, the fair market value of a share of common
stock on the date of grant.
(2) On July 21, 1999, in connection with the consummation of the IPO, Mr.
Michaels was granted options to purchase 341,000 shares of common stock.
One half of these options vest on each of January 21, 2000 and July 21,
2000. The exercise price was $15.00, the fair market value of a share of
common stock on the date of grant.
(3) On July 21, 1999, in connection with the consummation of the IPO, Mr.
Stepaniak was granted options to purchase 496,000 shares of common stock.
One half of these options vest on each of January 21, 2000 and July 21,
2000. The exercise price was $15.00, the fair market value of a share of
common stock on the date of grant. In addition, Mr. Stepaniak was granted
options to purchase 75,000 shares of common stock on August 12, 1999. These
options vest in four equal annual installments beginning on August 12,
2000. The exercise price was $9.50, the fair market value of a share of
common stock on the date of grant. Mr. Stepaniak resigned his position as
an executive officer of the Company effective as of February 18, 2000.
(4) Mr. Shires was granted options to purchase 100,000 shares of common stock
on August 12, 1999. The options vest in four equal annual installments
beginning on February 12, 2000. The exercise price was $9.50, the fair
market value of a share of common stock on the date of grant.
27
<PAGE>
(5) Does not include options to purchase 1,116,000 shares of common stock which
were canceled pursuant to an agreement with Mr. Williams. Mr. Williams
resigned his position as an executive officer of the Company effective as
of September 20, 1999.
(6) Represents the fair value of 1,984,000 shares of restricted stock purchased
by Mr. Torto in 1998 based on a determination by the Board of Directors,
less the aggregate purchase price for such shares of common stock paid by
Mr. Torto. At the date of grant there was no public market for our common
stock. The value of the restricted stock as of December 31, 1999 was
$18,228,992 based on the last reported trade of the common stock on the
NASDAQ National Market System, as reported by NASDAQ, of $9.188. All of the
1,984,000 shares of restricted stock purchased by Mr. Torto are fully
vested.
(7) Represents the fair value of 372,000 shares of restricted stock purchased
by Mr. deFaria in 1999 based on a determination by the Board of Directors,
less the aggregate purchase price for such shares of common stock paid by
Mr. deFaria. At the date of grant there was no public market for our common
stock. The value of the restricted stock as of December 31, 1999 was
$3,417,936 based on the last reported trade of the common stock on the
NASDAQ National Market System, as reported by NASDAQ, of $9.188. All of the
372,000 shares of restricted stock purchased by Mr. deFaria are fully
vested.
(8) Represents the fair value of 124,000 shares of restricted stock purchased
by Mr. Michaels in 1998 based on a determination by the Board of Directors,
less the aggregate purchase price for such shares of common stock paid by
Mr. Michaels. At the date of grant there was no public market for our
common stock. The value of the restricted stock as of December 31, 1999 was
$1,139,312 based on the last reported trade of the common stock on the
NASDAQ National Market System, as reported by NASDAQ, of $9.188. All of the
124,000 shares of restricted stock purchased by Mr. Michaels are fully
vested.
(9) Represents the fair value of 124,000 shares of restricted stock purchased
by Mr. Shires in 1998 based on a determination by the Board of Directors,
less the aggregate purchase price for such shares of common stock paid by
Mr. Shires. At the date of grant there was no public market for our common
stock. The value of the restricted stock as of December 31, 1999 was
$1,139,312 based on the last reported trade of the common stock on the
NASDAQ National Market System, as reported by NASDAQ, of $9.188. All of the
124,000 shares of restricted stock purchased by Mr. Shires are fully
vested.
(10) Includes the Company's cost of term life insurance.
Stock Option Grants in Fiscal Year 1999. The following table sets forth
information with respect to grants of stock options to each of the named
executive officers during the year ended December 31, 1999.
<TABLE>
<CAPTION>
Options Grants in Fiscal Year 1999
Individual Grants
------------------------------------------------ Potential Realizable Value at
Percent of Assumed Annual Rates of
Total Options Share Price Appreciation For
Options Granted To Exercise or Option Term (2)
Granted Employees in Base Price Expiration ----------------------------
Name (#) Fiscal Year(1) ($/Sh) Date 5%($) 10%($)
------- ------ ------------- ----------- ------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Christopher Torto -- -- -- -- -- --
Osvaldo deFaria 186,000 5.65% 15.00 7/21/09 1,753,980 4,447,260
Christopher Michaels 341,000 10.33% 15.00 7/21/09 3,215,630 8,153,310
Dennis Stepaniak 496,000 15.03% 15.00 7/21/09 4,677,280 11,859,360
75,000 2.27% 9.50 8/12/09 448,500 1.135,500
David Shires 100,000 3.03% 9.50 8/12/09 597,000 1,514,000
Michael Williams -- -- -- -- -- --
</TABLE>
28
<PAGE>
- ------------------
(1) A total of 3,297,980 options were granted to employees of the Company with
respect to the fiscal year ended December 31, 1999.
(2) This column shows the hypothetical gain or option spreads of the options
granted based on assumed annual compound stock appreciation rates of 5% and
10% over the full 10-year term of the options. The 5% and 10% assumed rates
of appreciation are mandated by the rules of the Securities and Exchange
Commission and do not represent the Company's estimate or projection of
future common stock prices. The gains shown are net of the option exercise
price but do not include deductions for taxes or other expenses associated
with the exercise of the option or the sale of the underlying shares, or
reflect nontransferability, vesting or termination provisions. The actual
gains, if any, on the exercises of stock options will depend on the future
performance of the common stock.
Option Exercises and Year-End Holdings. The following table sets forth the
aggregate number of options exercised in 1999 and the value of options held at
the end of 1999 by the named executive officers.
Aggregated Option Exercises in Fiscal Year 1999 and
Fiscal Year-End 1999 Option Values
<TABLE>
<CAPTION>
Number of Value of
Securities Unexercised in-
Underlying the-Money
Unexercised Options at
Options at Fiscal Fiscal Year-End
Shares Year-End(#) ($) Exercisable/
Acquired On Value Exercisable / Unexercisable
Name Exercise (#) Realized ($) Unexercisable (1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Christopher Torto 0 0 0/0 0/0
Osvaldo deFaria 0 0 0/186,000 0/0
Christopher Michaels 0 0 0/341,000 0/0
Dennis Stepaniak 0 0 0/571,000 0/0
David Shires 0 0 0/100,000 0/0
Michael Williams 620,000 1,097,152(2) 0/0 0/0
</TABLE>
- ----------
(1) Based on the last reported trade of the common stock on the NASDAQ National
Market System, as reported by NASDAQ, of $9.188, on December 31, 1999.
(2) Based on the fair value of common stock on the date of exercise as
determined by an independent appraiser as of December 31, 1998. At the time
of the option exercise there was no public market for our common stock.
29
<PAGE>
Employment and Noncompetition Agreements
We have entered into the following agreements with our senior management:
o In February 1998, we entered into (i) an employment agreement and (ii)
an agreement regarding inventions, non-competition and confidentiality
with Christopher Torto. The employment agreement, which was amended in
April 1999, provides for:
o an annual base salary of $225,000;
o an annual bonus of 40% of base salary;
o an employment term ending on April 30, 2002 with potential
one-year renewals thereafter, subject to earlier termination by
either party; and
o the continuation of base salary and benefit payments for one year
after termination of employment in the event we elect to
terminate Mr. Torto without cause (as defined in the agreement)
or Mr. Torto terminates employment as a result of a default by us
under the agreement.
Mr. Torto's non-competition agreement prohibits him from competing with us
until the first anniversary of the date of his termination of employment with
us.
o In October 1998, we entered into (i) an employment agreement and (ii)
an employee non-competition agreement with David Shires. The
employment agreement provides for:
o an annual base salary of $90,000;
o an annual bonus of 20% of base salary;
o an employment term ending on October 2, 2000, with potential
one-year renewals thereafter, subject to earlier termination by
either party;
o the continuation of base salary and benefit payments for up to
one year after termination of employment in the event we elect to
terminate Mr. Shires without cause (as defined in the agreement)
or if Mr. Shires terminates employment as a result of a default
by us under his agreement.
Mr. Shires' non-competition agreement prohibits him from competing with us
until the first anniversary of the date of his termination of employment with
us. In August of this year, Mr. Shires received an increase in his salary to
$120,000 and an increase in his annual bonus to 30%.
o In October 1998, we entered into (i) an employment agreement and (ii)
an employee non-competition agreement with Christopher Michaels. In
May 1999, we amended each of those agreements. The employment
agreement provides for:
30
<PAGE>
o an annual base salary of $190,000;
o an annual bonus of 40% of base salary;
o an employment term ending on October 2, 2000, with potential
one-year renewals thereafter, subject to earlier termination by
either party; and
o the continuation of base salary and benefit payments for one year
after termination of employment in the event we elect to
terminate Mr. Michaels without cause (as defined in the
agreement) or if Mr. Michaels terminates employment as a result
of a default by us under his agreement.
Mr. Michaels' non-competition agreement prohibits him from competing with
us until the first anniversary of the date of his termination of employment with
us.
o In November 1998, we entered into (i) an employment agreement and
(ii) an agreement regarding inventions, non-competition and
confidentiality with Osvaldo deFaria, effective January 1999. The
employment agreement provides for:
o an annual base salary of $200,000;
o an annual bonus of 40% of base salary;
o an employment term ending on January 11, 2002, with potential
one-year renewals thereafter, subject to earlier termination by
either party; and
o the continuation of base salary and benefit payments for one year
after termination of employment in the event we elect to
terminate Mr. deFaria without cause (as defined in the agreement)
or Mr. deFaria terminates employment as a result of a default by
us under the agreement.
Mr. deFaria's non-competition agreement prohibits him from competing with
us until the first anniversary of the date of his termination of employment with
us.
Director Compensation
Directors who are employees receive no additional compensation for their
services as directors. Non-employee directors do not currently receive a fee for
their service as directors, although the Board of Directors may in the future
determine to pay such a fee. Non-employee directors are also eligible to
participate in the 1998 Amended and Restated Stock Option and Incentive Plan at
the discretion of the full Board of Directors. In connection with the IPO,
Messrs. Friedly and Taylor received options to purchase 372,000 and 186,000
shares of common stock, respectively, exercisable at the initial public offering
price, all of which options were fully vested and exercisable on the grant date.
Mr. Fanch received options to purchase 75,000 shares of common stock upon his
election to the Board of Directors, all of which options were fully vested and
exercisable on the grant date.
31
<PAGE>
Compensation Committee Interlocks and Insider Participation
Our Compensation Committee is comprised of our entire Board of Directors,
including Mr. Torto, our President and Chief Executive Officer. The Compensation
Committee reviews and make recommendations to our Board of Directors regarding
compensation of senior management and other key employees other than Mr. Torto.
The members of the Compensation Committee other than Mr. Torto review and
recommend all executive compensation arrangements with respect to Mr. Torto.
Section 16 Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors, officers and persons who beneficially own more than ten percent
of a registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Directors, officers and greater than ten percent beneficial owners are required
by the regulations of the Securities and Exchange Commission to furnish copies
of all Section 16(a) forms they file.
Based solely on our review of copies of such forms furnished to us and
written representations that no other reports were required during the fiscal
year ended December 31, 1999, all Section 16(a) filing requirements applicable
to our executive officers, directors and greater than ten percent beneficial
owners were satisfied.
Item 12. Security Ownership Of Certain Beneficial Owners and Management
The following table shows the amount of common stock beneficially owned as
of February 1, 2000 by:
o each director;
o the named executive officers;
o all directors and named executive officers of Voyager.net as a group;
and
o each person who is known by Voyager.net to own beneficially more than
5% of our outstanding common stock.
Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to the shares of common stock beneficially owned
by such stockholder. The address of Media/Communications Partners is 75 State
Street, Suite 2500, Boston, MA 01209. The address of Messrs. Hayes and Gaffney
is c/o Great Hill Partners, L.L.C., One Liberty Square, Boston, MA 02109. The
address of all other stockholders, officers and directors is c/o Voyager.net,
Inc., 4660 South Hagadorn Road, Suite 320, East Lansing, MI 48823.
32
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Owned
Name of Beneficial Owner Number (1) Percent (2)
- ------------------------ ---------- -----------
Directors and Executive Officers
<S> <C> <C>
Glenn Friedly (3) 4,403,078 13.8%
Christopher Torto (4) 1,984,000 6.3%
Robert Fanch (5) 80,000 *
Christopher Gaffney (6) 14,187,499 44.8%
John Hayes (6) 14,187,499 44.8%
Gerald Taylor (7) 186,000 *
Osvaldo deFaria (8) 465,000 1.47%
Christopher Michaels (9) 294,500 *
Dennis Stepaniak (10) 248,000 *
David Shires (11) 124,000 *
Michael Williams 620,000 1.96%
5% Holders
Entities affiliated with Media/Communications Partners (12) 14,187,499 44.8%
All directors and current executive officers as a group (12 persons) 22,627,077 71.49%
</TABLE>
- -------------------------
* Less than 1%.
(1) Beneficial share ownership is determined pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended. Accordingly, a beneficial
owner of a security includes any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise
has or shares the power to vote such security or the power to dispose of
such security. The amounts set forth above as beneficially owned include
shares owned, if any, by spouses and relatives living in the same home as
to which beneficial ownership may be disclaimed. The amounts set forth as
beneficially owned include shares of common stock which such persons had
the right to acquire within 60 days of February 1, 2000, pursuant to stock
options.
(2) The number of shares of common stock used in calculating the percentage for
each listed person includes the shares of common stock underlying the
options held by such person that are exercisable within 60 days of February
1, 2000, but excludes shares of common stock underlying options held by any
other person.
(3) Includes 310,000 shares held by Apache Holdings Limited Partnership,
2,853,078 shares of common stock held by Apache Holdings II Limited
Partnership and 372,000 shares of common stock underlying currently vested
options. The managing general partner of the partnerships is Apache
Irrevocable Trust, of which Mr. Friedly serves as Trustee. Mr. Friedly and
the Robert Taylor Friedly Trust are the limited partners of the
partnership. Mr. Friedly disclaims beneficial ownership of the shares held
by the partnerships except to the extent of his direct and indirect
pecuniary interest therein.
(4) Does not include any shares of common stock held, directly or indirectly,
by the Robert Taylor Friedly Trust, of which Mr. Torto serves as trustee.
Mr. Torto disclaims beneficial ownership of all the shares held by the
trust.
(5) Includes 75,000 shares of common stock underlying currently vested options.
(6) Includes 13,761,243 shares of common stock beneficially owned by
Media/Communications Partners II Limited Partnership and 426,256 shares of
common stock beneficially owned by Media/Communications Investors Limited
Partnership. Each of Mr. Hayes and Mr. Gaffney is a member of the general
partner of each of these funds. Each of Mr. Hayes and Mr. Gaffney disclaims
beneficial ownership of the shares of common stock held by the funds,
except to the extent of his pecuniary interest in the shares held by
Media/Communications Investors Limited Partnership.
(7) Represents 186,000 shares of common stock underlying currently vested
options.
33
<PAGE>
(8) Includes 93,000 shares of common stock underlying currently vested options.
(9) Includes 170,500 shares of common stock underlying currently vested
options.
(10) Represents 248,000 shares of common stock underlying currently vested
options.
(11) Includes 25,000 shares of common stock underlying options which vest within
60 days of February 1, 2000.
(12) Represents shares of common stock owned by investment funds affiliated with
Media/Communications Partners which are managed by Great Hill Partners,
L.L.C., of which Mr. Hayes and Mr. Gaffney are managing partners, including
13,761,243 shares of common stock owned by Media/Communications Partners II
Limited Partnership and 426,256 shares of common stock owned by
Media/Communications Investors Limited Partnership.
Item 13. Certain Relationships and Related Transactions
In 1998, we entered into a consulting arrangement with Mr. Friedly,
pursuant to which Mr. Friedly receives $75,000 per year.
In 1998, we entered into a reseller agreement with Horizon Cablevision,
Inc. relating to the reselling of Internet access services using cable modems on
Horizon's cable television network. Mr. Friedly is the President and a principal
of Horizon. This agreement has been terminated.
In July 1998, we sold an aggregate 4,516,080 shares of common stock and an
aggregate 15,000 shares of Series A Preferred Stock to Media/Communications
Partners II Limited Partnership and Media/Communications Investors Limited
Partnership for aggregate consideration of $1.5 million. In connection with this
sale, we also issued demand promissory notes in the original principal amount of
$2.8 million in the aggregate to these investors. The purchase price of the
securities was determined by the parties in August 1997, and the transaction was
accounted for on a cost basis.
In September 1998, Voyager.net entered into a series of transactions,
including:
o Entering into a stock exchange agreement with Voyager Information Networks,
Inc. and all of its stockholders whereby we exchanged an aggregate
19,537,909 shares of common stock and an aggregate 42,424 shares of series
A preferred stock for all of the outstanding capital stock of Voyager. In
connection with the exchange, each optionholder exchanged his existing
Voyager option for an option to purchase shares of Voyager.net common
stock, or in the case of Mr. Torto, shares of restricted stock. We
consummated the stock exchange solely to effect a reincorporation under the
laws of the State of Delaware.
o Entering into a stock purchase agreement with Media/Communications Partners
II Limited Partnership, Media/Communications Investors Limited Partnership,
Glenn Friedly, Alan Baird and Michael Heinze whereby we sold an aggregate
446,400 shares of common stock and an aggregate 33,657 shares of series A
preferred stock to the investors at an aggregate purchase price of $0.5
million in cash and cancellation of promissory notes in the principal
amount of $2.8 million, plus accrued interest of $32,524. Under the
34
<PAGE>
stock purchase agreement, the investors received demand and "piggyback"
registration rights, participation rights with respect to our future equity
issuances and the right to nominate two individuals to our Board of
Directors. Mr. Hayes and Mr. Gaffney, who are associated with Great Hill
Partners, L.L.C., are members of our Board of Directors. The participation
rights and the nomination rights of the investors terminated in accordance
with their terms upon the closing of the IPO. We used part of the proceeds
that we received from the IPO to redeem all 76,081 shares of our series A
preferred stock held by the investors.
o Issuing an amended and restated promissory note in favor of Horizon Cable I
Limited Partnership in the principal amount of approximately $2.1 million.
Mr. Friedly is a principal and executive officer of Horizon Cable and
Media/Communications Partners II Limited Partnership and
Media/Communications Investors Limited Partnership are investors in Horizon
Cable. We used part of the proceeds that we received from the IPO to repay
the principal and interest under the note.
In January 1999, we sold 372,000 shares of restricted common stock to Mr.
deFaria, our Chief Operating Officer. In connection with this sale, Mr. deFaria
issued a promissory note to us in the principal amount of $1.8 million with
interest accruing thereon at 5% annually. The note matures and all principal and
interest is due on January 11, 2003. The note is secured by a pledge of 372,000
shares of common stock and is a recourse obligation of Mr. deFaria in the amount
of 25% of the outstanding principal and 100% of the accrued interest. As of
February 1, 2000, no interest payments had become due and the outstanding
principal amount of the loan was $1.8 million.
In January 1999, we sold 868,000 shares of restricted common stock to Mr.
Friedly, the Chairman of the Board of Directors and one of our principal
stockholders. In connection with this sale, Mr. Friedly issued a promissory note
to us in the principal amount of $4.2 million with interest accruing thereon at
5% annually. The note matures and all principal and interest is due on January
11, 2003. The note is secured by a pledge of 868,000 shares of common stock and
is a recourse obligation of Mr. Friedly in the amount of 25% of the outstanding
principal and 100% of the accrued interest. As of February 1, 2000, no interest
payments had become due and the outstanding principal amount of the loan was
$4.2 million.
In March 1999, we entered into a software license agreement with Horizon
Telecom International, L.L.C., whereby we granted Horizon Telecom International
a non-exclusive license to use our customer care and billing software for $1.00.
Messrs. Friedly and Torto, as well as investment funds managed by Great Hill
Partners, L.L.C., of which Messrs. Hayes and Gaffney are managing partners, are
investors in Horizon Telecom International. Mr. Friedly has agreed to serve as
the vice chairman of Horizon Telecom International and Mr. Torto has agreed to
serve as a director of Horizon Telecom International. The software license
agreement has been terminated.
In April 1999, we made a loan of $0.5 million to Mr. Torto, our President
and Chief Executive Officer, which is payable April 2002 and accrues interest at
5% per year. The loan is unsecured and we have full recourse against Mr. Torto.
35
<PAGE>
In May 1999, we sold an aggregate 6,667 shares of series A preferred stock
to Messrs. Friedly, Baird and Heinze pursuant to the exercise of an option to
purchase shares of series A preferred stock in the stock purchase agreement, for
an aggregate purchase price of approximately $0.7 million. We used part of the
proceeds that we received from the IPO to redeem all 6,667 shares of series A
preferred stock, plus accrued dividends thereon.
In July 1999, we made a loan of $5.0 million to Mr. Torto, our President
and Chief Executive Officer, which is payable July 2003 and accrues interest at
5% per year. The loan is secured by a pledge of 416,667 shares of common stock
and is a recourse obligation of Mr. Torto in the amount of 25% of the
outstanding principal of and 100% of the accrued interest on the loan.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(a)(1) Financial Statements
The financial statements filed as part of this report are listed
on the Index to Financial Statements on page F-1.
(a)(2) Financial Statement Schedules
Schedule II-Valuation and Qualifying Account
Except for the financial statement schedule listed above, all
schedules have been omitted because they are not required or
because the required information is given in the Financial
Statements or Notes to those statements.
(a)(3) The following exhibits are either provided with this report or
are incorporated herein by reference:
2.1 Stock Exchange Agreement dated as of September 23, 1998, by and
among the Company and the parties named therein. (Filed as
Exhibit 2.1 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
2.2 Stock Purchase Agreement dated as of September 23, 1998 by and
among the Company and the investors identified therein. (Filed as
Exhibit 2.2 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
*2.3 Agreement and Plan of Merger dated as of March 12, 2000 among
CoreComm Limited, CoreComm Group Sub I, Inc. and Voyager.net,
Inc.
3.1 Second Amended and Restated Certificate of Incorporation of the
Registrant. (Filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-8,
36
<PAGE>
Registration Statement No. 333-84987, as filed on August 12, 1999
and incorporated herein by reference.)
3.2 Amended and Restated By-laws of the Registrant. (Filed as Exhibit
4.2 to the Company's Registration Statement on Form S-8,
Registration Statement No. 333-84987, as filed on August 12, 1999
and incorporated herein by reference.)
*10.1 Voting Agreement dated as of March 12, 2000 among CoreCom Limited
and the Shareholders identified therein. (Filed as Exhibit 10.1
to the Company's report on Form 8-K, as Filed on March 17, 2000
and incorporated herein by reference.)
10.2 Credit Agreement dated as of September 23, 1998 by and among the
Company, Voyager Information Networks, Inc., Fleet National Bank,
as agent, and the lenders identified therein. (Filed as Exhibit
10.1 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.3 First Amendment to Credit Agreement dated as of April 13, 1999 by
and among the Company, Voyager Information Networks, Inc., Fleet
National Bank as Agent and the Lenders identified therein. (Filed
as Exhibit 10.2 to the Company's Registration Statement on Form
S-1, Registration Statement No. 333-77917, as filed on May 6,
1999 and incorporated herein by reference.)
10.4 Amended and Restated Credit Agreement dated as of July 26, 1999
by and among the Company, Voyager Information Networks, Inc.,
Fleet National Bank, as agent, and the lenders identified
therein. (Filed as Exhibit 10.33 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1999 and
incorporated herein by reference.)
10.5 Amended and Restated Promissory Note made by the Registrant in
favor of Horizon Cable I Limited Partnership. (Filed as Exhibit
10.3 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.6 Asset Purchase Agreement dated as of July 31, 1998 by and among
Voyager Information Networks, Inc., Freeway, Inc. (n/k/a Offline,
Inc.) and the other parties identified therein. (Filed as Exhibit
10.4 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.7 Asset Purchase Agreement dated as of September 23, 1998 by and
among Voyager Information Networks, Inc., EXEC-PC, Inc. (n/k/a
The Mahoney Group) and the other parties identified therein.
(Filed as Exhibit 10.5 to the Company's Registration Statement on
Form S-1, Registration Statement No. 333-77917, as filed on May
6, 1999 and incorporated herein by reference.)
37
<PAGE>
10.8 Asset Purchase Agreement dated as of October 2 1998, effective
September 30, 1998, by and among Voyager Information Networks,
Inc., NetLink Systems, L.L.C. and the other parties identified
therein. (Filed as Exhibit 10.6 to the Company's Registration
Statement on Form S-1, Registration Statement No. 333-77917, as
filed on May 6, 1999 and incorporated herein by reference.)
10.9 Reseller Agreement dated as of April 13, 1999 by and among
Voyager Information Networks, Inc .and Millennium Digital Media
Systems, L.L.C. (Filed as Exhibit 10.7 to the Company's
Registration Statement on Form S-1, Registration Statement No.
333-77917, as filed on May 6, 1999 and incorporated herein by
reference.)
10.10 Employment Agreement dated as of February 20, 1998 between
Voyager Information Networks, Inc. and Christopher Torto, as
amended. (Filed as Exhibit 10.8 to the Company's Registration
Statement on Form S-1, Registration Statement No. 333-77917, as
filed on May 6, 1999 and incorporated herein by reference.)
10.11 Employment Agreement dated as of January 15, 1998 between Voyager
Information Networks, Inc. and Michael Williams. (Filed as
Exhibit 10.9 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.12 Employment Agreement dated as of October 2, 1998 between Voyager
Information Networks, Inc. and Christopher Michaels, as amended.
(Filed as Exhibit 10.10 to the Company's Registration Statement
on Form S-1, Registration Statement No. 333-77917, as filed on
May 6, 1999 and incorporated herein by reference.)
10.13 Employment Agreement dated as of October 2, 1998 between Voyager
Information Networks, Inc. and David Shires, as amended. (Filed
as Exhibit 10.11 to the Company's Registration Statement on Form
S-1, Registration Statement No. 333-77917, as filed on May 6,
1999 and incorporated herein by reference.)
10.14 Employment Agreement effective as of January 11, 1999 between
Voyager Information Networks, Inc. and Osvaldo deFaria. (Filed as
Exhibit 10.12 to the Company's Registration Statement on Form
S-1, Registration Statement No. 333-77917, as filed on May 6,
1999 and incorporated herein by reference.)
10.15 Employment Agreement dated as of March 18, 1999 between Voyager
Information Networks, Inc. and Dennis Stepaniak. (Filed as
Exhibit 10.13 to the Company's Registration Statement on Form
S-1, Registration Statement No. 333-77917, as filed on May 6,
1999 and incorporated herein by reference.)
10.16 Agreement Regarding Inventions, Non-competition and
Confidentiality dated as of February 20, 1998 between Voyager
Information Networks, Inc. and
38
<PAGE>
Christopher Torto. (Filed as Exhibit 10.14 to the Company's
Registration Statement on Form S-1, Registration Statement No.
333-77917, as filed on May 6, 1999 and incorporated herein by
reference.)
10.1 Agreement Regarding Inventions, Non-competition and
Confidentiality dated as of October 15, 1997 between Voyager
Information Networks, Inc. and Michael Williams. (Filed as
Exhibit 10.15 to the Company's Registration Statement on Form
S-1, Registration Statement No. 333-77917, as filed on May 6,
1999 and incorporated herein by reference.)
10.18 Agreement Regarding Inventions, Non-competition and
Confidentiality dated as of November 11, 1998 between Voyager
Information Networks, Inc. and Osvaldo deFaria. (Filed as Exhibit
10.16 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.19 Agreement Regarding Inventions, Non-competition and
Confidentiality dated as of March 18, 1999 between Voyager
Information Networks, Inc. and Dennis Stepaniak. (Filed as
Exhibit 10.17 to the Company's Registration Statement on Form
S-1, Registration Statement No. 333-77917, as filed on May 6,
1999 and incorporated herein by reference.)
10.20 Employee Non-Competition Agreement dated as of October 2, 1998
between Voyager Information Networks, Inc. and Christopher
Michaels. (Filed as Exhibit 10.18 to the Company's Registration
Statement on Form S-1, Registration Statement No. 333-77917, as
filed on May 6, 1999 and incorporated herein by reference.)
10.21 Employee Non-Competition Agreement dated as of October 2, 1998
between Voyager Information Networks, Inc. and David Shires.
(Filed as Exhibit 10.19 to the Company's Registration Statement
on Form S-1, Registration Statement No. 333-77917, as filed on
May 6, 1999 and incorporated herein by reference.)
10.22 Employment Agreement dated as of September 15, 1999 between
Voyager Information Networks, Inc. and Anthony Paalz.. (Filed as
Exhibit 10.34 to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999 and incorporated herein by
reference.)
10.23 Agreement Regarding Inventions, Non-competition and
Confidentiality dated as of September 15, 1999 between Voyager
Information Networks, Inc. and Anthony Paalz. (Filed as Exhibit
10.35 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999 and incorporated herein by
reference.)
10.24 Amended and Restated 1998 Stock Option and Incentive Plan. (Filed
as Exhibit 99.1 to the Company's Registration Statement on Form
S-8, Registration
39
<PAGE>
Statement No. 333-84987, as filed on August 12, 1999 and
incorporated herein by reference.)
10.25 Form of Incentive Stock Option and Restriction Agreement. (Filed
as Exhibit 10.21 to the Company's Registration Statement on Form
S-1, Registration Statement No. 333-77917, as filed on May 6,
1999 and incorporated herein by reference.)
10.26 Form of Stock Purchase and Restriction Agreement. (Filed as
Exhibit 10.22 to the Company's Registration Statement on Form
S-1, Registration Statement No. 333-77917, as filed on May 6,
1999 and incorporated herein by reference.)
10.27 Promissory Note made by Osvaldo deFaria in favor of the Company.
(Filed as Exhibit 10.23 to the Company's Registration Statement
on Form S-1, Registration Statement No. 333-77917, as filed on
May 6, 1999 and incorporated herein by reference.)
10.28 Promissory Note made by Glenn Friedly in favor of the Company.
(Filed as Exhibit 10.24 to the Company's Registration Statement
on Form S-1, Registration Statement No. 333-77917, as filed on
May 6, 1999 and incorporated herein by reference.)
10.29 Promissory Note made by Christopher Torto, dated April 13, 1999,
in favor of the Company. (Filed as Exhibit 10.25 to the Company's
Registration Statement on Form S-1, Registration Statement No.
333-77917, as filed on May 6, 1999 and incorporated herein by
reference.)
10.30 Form of Director Indemnification Agreement. (Filed as Exhibit
10.26 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.31 Planet Direct Internet Service Provider Agreement dated as of
March 17, 1997 by and among Planet Direct Corporation and Voyager
Information Networks, Inc. (Filed as Exhibit 10.28 to the
Company's Registration Statement on Form S-1, Registration
Statement No. 333-77917, as filed on May 6, 1999 and incorporated
herein by reference.)
10.32 Stock Purchase Agreement dated as of May 7, 1999 by and among
Voyager Information Networks, Inc, GDR Enterprises, Inc. and the
other parties identified therein. (Filed as Exhibit 10.30 to the
Company's Registration Statement on Form S-1, Registration
Statement No. 333-77917, as filed on May 6, 1999 and incorporated
herein by reference.)
10.33 Promissory Note made by Christopher Torto, dated July 1999, in
favor of the Company. (Filed as Exhibit 10.31 to the Company's
Registration Statement on
40
<PAGE>
Form S-1, Registration Statement No. 333-77917, as filed on May
6, 1999 and incorporated herein by reference.)
**23.2 Consent of PricewaterhouseCoopers LLP.
**23.3 Report of Independent Accountants on Financial Statement
Schedule.
**27.1 Financial Data Schedule.
* The exhibits and schedules thereto have been omitted but copies
thereof will be furnished supplementally to the Commission upon
request.
** Filed herewith.
(b) Reports on Form 8-K
The Company did not file any Current Reports on Form 8-K during the twelve
months ended December 31, 1999.
41
<PAGE>
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.
VOYAGER.NET, INC.
By: /s/ Christopher P. Torto
______________________________________
Christopher Torto
President and Chief Executive Officer
Date: March 28, 2000
____________________________________
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Christopher P. Torto President and Director March 28, 2000
- -------------------------- (Principal Executive Officer)
Christopher P. Torto
/s/ James Militello Vice President of March 28, 2000
- -------------------------- Finance and Assistant
James Militello Treasurer
/s/ Glenn R. Friedly (Principal Financial Officer) March 28, 2000
- -------------------------- Director
Glenn R. Friedly
/s/ John G. Hayes Director March 28, 2000
- --------------------------
John G. Hayes
/s/ Christopher S. Gaffney Director March 28, 2000
- --------------------------
Christopher S. Gaffney
/s/ Gerald H. Taylor Director March 28, 2000
- --------------------------
Gerald H. Taylor
/s/ Robert C. Fanch Director March 28, 2000
- --------------------------
Robert C. Fanch
</TABLE>
<PAGE>
Financial Statements Page(s)
Report of Independent Accountants F-2
Consolidated Balance Sheets F-3
Consolidated Statements of Operations F-4
Consolidated Statements of Stockholders' Equity (Deficit) F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-7 - F-18
F-1
<PAGE>
Report of Independent Accountants
To the Board of Directors and the Stockholders of
Voyager.net, Inc.:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows, present fairly, in all material respects, the financial position of
Voyager.net, Inc. and its subsidiaries (the "Company") at December 31, 1999 and
1998, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion expressed
above.
PricewaterhouseCoopers
Grand Rapids, Michigan
February 10, 2000, except for Note 18,
for which the date is March 12, 2000
F-2
<PAGE>
Voyager.net, Inc.
Consolidated Balance Sheets
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
-----------------------------------
1998 1999
Assets
<S> <C> <C>
Currents assets:
Cash and cash equivalents $ 2,350,292 $ 18,062,396
Accounts receivable, less allowance for doubtful accounts of
$99,000 and $500,000 in 1998 and 1999 950,381 4,994,026
Prepaid and other assets 154,059 1,460,356
------------- -------------
Total current assets 3,454,732 24,516,778
Property and equipment, net 9,523,372 21,298,456
Intangible assets, net 28,741,650 66,638,733
------------- -------------
Total assets $ 41,724,754 $ 112,453,967
============= =============
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of obligations under capital leases $ 303,562 $ 2,049,878
Notes payable, related party 2,252,713 --
Accounts payable 659,351 520,326
Other liabilities 855,727 3,696,845
Deferred revenue 5,625,627 11,244,633
------------- -------------
Total current liabilities 9,696,980 17,511,682
Commitments and contingencies -- --
Obligations under capital leases 75,613 2,192,594
Long-term debt 30,000,000 19,650,000
Stockholders' equity:
Preferred stock, 8% cumulative, non-voting, $.01 par value,
$100 redemption value: 100,000 shares authorized, issued and
outstanding in 1998 (includes 6,667 shares in 1998 subject to
purchase), authorized 5,000,000 shares in 1999, none outstanding 8,274,819 --
Common stock, $.0001 par value, authorized 25,000,000 shares in 1998
and 50,000,000 shares in 1999; issued and outstanding, 22,216,308
in 1998 and 31,650,108 in 1999 1,792 2,712
Additional paid-in capital 3,214,748 112,129,038
Receivable and interest for preferred and common stock (666,700) (6,291,935)
Notes and interest receivable, stockholder -- (5,630,418)
Deferred compensation 1,008,420 111,420
Accumulated deficit (10,556,918) (27,221,126)
------------- -------------
Total stockholders' equity 1,276,161 73,099,691
------------- -------------
Total liabilities and stockholders' equity $ 41,724,754 $ 112,453,967
============= =============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-3
<PAGE>
Voyager.net, Inc.
Consolidated Statements of Operations
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years ended December 31,
------------------------------------------------------
1999 1998 1999
<S> <C> <C> <C>
Revenue:
Internet access service $ 3,440,212 $ 10,588,963 $ 47,423,462
Other 14,063 133,199 1,074,173
------------ ------------ ------------
Total revenue 3,454,275 10,722,162 48,497,635
------------ ------------ ------------
Operating expenses:
Internet access service 1,318,163 3,607,665 15,933,377
Sales and marketing 1,038,459 1,987,113 6,401,810
General and administrative 1,461,720 3,405,870 14,150,924
Depreciation and amortization 394,385 3,862,041 23,836,385
Compensation charge for issuance of common
stock and stock options -- 4,218,407 2,563,311
------------ ------------ ------------
Total operating expenses 4,212,727 17,081,096 62,885,807
------------ ------------ ------------
Loss from operations before other income (expenses) (758,452) (6,358,934) (14,388,172)
Other income (expense):
Interest income 11,312 30,987 905,080
Interest expense (72,932) (942,766) (2,645,857)
------------ ------------ ------------
Total other expense (61,620) (911,779) (1,740,777)
------------ ------------ ------------
Net loss (820,072) (7,270,713) (16,128,949)
Preferred stock dividends (73,456) (348,494) (367,265)
------------ ------------ ------------
Net loss applicabe to common stockholders $ (893,528) $ (7,619,207) $(16,496,214)
============ ============ ============
Per Share Data:
Basic and diluted net loss per share
applicable to common stockholders $ (.10) $ (.43) $ (.61)
============ ============ ============
Weighted average common shares outstanding:
Basic and diluted 8,878,498 17,655,484 27,238,084
============ ============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-4
<PAGE>
Voyager.net, Inc.
Consolidated Statements of Stockholders' Equity (Deficit)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Preferred Stock Common Stock Additional
------------------------------- ------------------------------- Paid-in
Shares Amount Shares Amount Capital
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1997 20,000 $ 2,000,000 5,351,840 $ 432 $ 44,374
Redemption of common stock -- -- (2,341,120) (189) (44,374)
Issuance of common stock -- -- 11,862,235 957 3,292
Issuance of preferred stock 5,000 500,000 -- -- --
Net loss -- -- -- -- --
------------- ------------- ------------- ------------- -------------
Balance at December 31, 1997 25,000 2,500,000 14,872,955 1,200 3,292
Conversion of notes payable
to preferred stock and
issuance of preferred and
common stock 40,324 4,032,419 446,400 36 144
Issuance of preferred and
common stock 15,000 1,500,000 4,664,953 376 1,505
Conversion of preferred
dividends to preferred stock 2,424 242,400 -- -- --
Issuance of common stock
and options -- -- 2,232,000 180 3,209,807
Deferred compensation -- -- -- -- --
Net loss -- -- -- -- --
------------- ------------- ------------- ------------- -------------
Balance at December 31, 1998 82,748 8,274,819 22,216,308 1,792 3,214,748
Issuance of common stock -- -- 1,240,000 100 7,354,900
Issuance of notes to stockholders -- -- -- -- --
Proceeds from initial public
offering -- -- 7,425,000 743 99,454,156
Proceeds from preferred stock -- -- -- -- --
Redemption of preferred stock (82,748) (8,274,819) -- -- --
Payment of preferred stock
dividends -- -- -- -- --
Exercise of stock options and
vesting of restricted stock -- -- 768,800 77 2,105,234
Deferred compensation -- -- -- -- --
Net loss -- -- -- -- --
------------- ------------- ------------- ------------- -------------
Balance at December 31, 1999 -- $ -- 31,650,108 $ 2,712 $ 112,129,038
============= ============= ============= ============= =============
</TABLE>
Voyager.net, Inc.
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Receivable
For
Preferred Total
and Notes and Stockholders'
Common Interest Deferred Accumulated Equity
Stock Receivable Compensation Deficit (Deficit)
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1997 $ -- $ -- $ -- $ (2,193,296) $ (148,490)
Redemption of common stock -- -- -- (30,437) (75,000)
Issuance of common stock -- -- -- -- 4,249
Issuance of preferred stock -- -- -- -- 500,000
Net loss -- -- -- (820,072) (820,072)
------------ ------------ ------------ ------------ ------------
Balance at December 31, 1997 -- -- -- (3,043,805) (539,313)
Conversion of notes payable
to preferred stock and
issuance of preferred and
common stock (666,700) -- -- -- 3,365,899
Issuance of preferred and
common stock -- -- -- -- 1,501,881
Conversion of preferred
dividends to preferred stock -- -- -- (242,400) --
Issuance of common stock and
options -- -- -- -- 3,209,987
Deferred compensation -- -- 1,008,420 -- 1,008,420
Net loss -- -- -- (7,270,713) (7,270,713)
------------ ------------ ------------ ------------ ------------
Balance at December 31, 1998 (666,700) -- 1,008,420 (10,556,918) 1,276,161
Issuance of common stock (6,291,935) -- -- -- 1,063,065
Issuance of loans to stockholders -- (5,630,418) -- -- (5,630,418)
Proceeds from initial public
offering -- -- -- -- 99,454,899
Proceeds from preferred stock 666,700 -- -- -- 666,700
Redemption of preferred stock -- -- -- -- (8,274,819)
Payment of preferred stock
dividends -- -- -- (535,259) (535,259)
Exercise of stock options and
vesting of restricted stock -- -- (1,090,000) -- 1,015,311
Deferred compensation -- -- 193,000 -- 193,000
Net loss -- -- -- (16,128,949) (16,128,949)
------------ ------------ ------------ ------------ ------------
Balance at December 31, 1999 $ (6,291,935) $ (5,630,418) $ 111,420 $(27,221,126) $ 73,099,691
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-5
<PAGE>
Voyager.net, Inc.
Consolidated Statements of Cash Flows
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years ended December 31,
-------------------------------------------------------
1997 1998 1999
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (820,072) $ (7,270,713) $ (16,128,949)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 394,385 3,862,041 23,836,385
Interest on stockholder notes and receivable -- -- (422,353)
(Gain) loss on sale of equipment (7,071) 5,952 --
Compensation charge for issuance of common stock
and stock options -- 4,218,407 2,563,311
Changes in assets and liabilities excluding effects of
business combinations:
Accounts receivable (28,199) (513,909) (3,292,112)
Prepaids and other assets (24,251) (104,990) (1,939,885)
Accounts payable (237,551) 512,591 (329,443)
Accrued expenses 137,486 831,577 2,708,626
Deferred revenue 187,203 1,160,698 (468,851)
------------- ------------- -------------
Net cash provided by (used in) operating activities (398,070) 2,701,654 6,526,729
Cash flows used in investing activities:
Business acquisition costs, net of cash acquired -- (32,850,289) (55,630,048)
Purchase of property and equipment (661,312) (1,514,323) (5,032,682)
Proceeds from the sale of equipment 87,282 28,248 --
------------- ------------- -------------
Net cash used in investing activities (574,030) (34,336,364) (60,662,730)
Cash flows provided by financing activities:
Payments on capital leases (54,216) (54,565) (2,122,110)
Proceeds from notes payable -- 2,800,000 --
Proceeds from common stock 4,249 2,061 311
Proceeds from preferred stock 500,000 2,065,719 666,700
Redemption of common stock (75,000) -- --
Advances from related party 1,127,777 4,047 --
Payments to related party (15,000) (25,521) --
Issuance of loan to stockholder -- -- (5,500,000)
Payment of bank financing fees -- (1,325,530) (1,474,770)
Proceeds from issuance of debt -- 30,000,000 49,850,000
Payment of preferred stock dividends -- -- (535,259)
Payment of debt -- -- (60,200,000)
Proceeds from initial public offering -- -- 101,925,743
Payment of initial public offering expenses -- -- (2,470,844)
Redemption of preferred stock -- -- (8,274,819)
Payment of note payable -- -- (2,016,847)
------------- ------------- -------------
Net cash provided by financing activities 1,487,810 33,466,211 69,848,105
------------- ------------- -------------
Net increase in cash 515,710 1,831,501 15,712,104
Cash and cash equivalents at beginning of year 3,081 518,791 2,350,292
------------- ------------- -------------
Cash and cash equivalents at end of year $ 518,791 $ 2,350,292 $ 18,062,396
============= ============= =============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-6
<PAGE>
Voyager.net, Inc.
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
1. Summary of Significant Accounting Policies
Organization and basis of presentation
Voyager.net, Inc. (the "Company ") owns 100% of Voyager Information
Networks, Inc., which was incorporated in the State of Michigan in 1994.
Voyager.net was incorporated in 1998 in the State of Delaware under the
name Voyager Holdings, Inc. The Company's name was changed to Voyager.net,
Inc. on April 29, 1999. The Company provides full service access to the
Internet for corporate and residential users in Michigan, Illinois,
Indiana, Minnesota, Ohio and Wisconsin.
Revenue recognition
The Company recognizes revenue for dial-up Internet access services,
dedicated Internet access services and value-added Web services when the
services are provided. Dial-up and dedicated Internet access service plans
range from one month to one year. Value-added Web services are sold on a
monthly basis. Advance collections relating to future access services are
recorded as deferred revenue and recognized as revenue when earned.
Cash equivalents
The Company considers all highly liquid investments purchased with an
initial maturity of three months or less to be cash equivalents.
Property and equipment
Property and equipment are stated at cost and depreciated over their
estimated useful lives using the straight-line method. Equipment acquired
under capital leases is depreciated over the related lease terms or the
estimated productive useful lives, depending on the criteria met in
determining the qualification as a capital lease. Costs of repair and
maintenance are charged to expense as incurred.
Intangible assets
Intangible assets consist primarily of the cost of the acquired customer
base. The acquired customer base is amortized using the straight-line
method over 3 years based on the estimated customer churn rate. Bank
financing fees, included in intangible assets, are being amortized on a
straight-line basis over the term of the related debt. Other intangible
assets are amortized over a 10 year period. Impairments, if any, are
measured based upon discounted cash flow analyses and are recognized in
operating results in the period in which the impairment in value is
determined.
Advertising costs
Advertising costs are expensed as incurred. Advertising expense of
approximately $372,000, $185,000 and $1,174,000 was charged to operations
in 1997, 1998 and 1999, respectively.
Financial instruments
The Company's financial instruments, as defined by Statement of Financial
Accounting Standards ("SFAS") No. 107 Disclosures About Fair Value of
Financial Instruments, consist of cash, notes payable and long-term debt.
The Company's estimate of the fair value of these financial instruments
approximates their carrying amounts at December 31, 1998 and 1999.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial
F-7
<PAGE>
Voyager.net, Inc.
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Income taxes
A current tax liability or asset is recognized for the estimated taxes
payable or refundable on tax returns for the year. Deferred tax liabilities
or assets are recognized for the estimated future tax effects of temporary
differences between financial and tax accounting.
2. Business Combinations
In 1998 and 1999, the Company acquired certain assets used in connection
with the Internet access service business as follows:
<TABLE>
<CAPTION>
Acquisition Purchase
Date Acquired Assets Price
<S> <C> <C>
1998:
July 1 CDL Corp. $ 69,000
July 1 Internet-Michigan, Inc. 215,000
July 31 Freeway, Inc. 3,991,000
September 23 EXEC-PC, Inc. 24,815,000
October 2 Netimation, Inc. 318,000
October 2 NetLink Systems, L.L.C. 3,428,000
November 20 Add, Inc. 14,000
-----------
$32,850,000
===========
1999:
January 15 Hoosier On-Line Systems, Inc. $ 2,347,000
February 24 Infinite Systems, Ltd. 3,100,000
March 10 Exchange Network Services, Inc. 3,531,000
April 23 StarNet, Inc. 2,013,000
May 7 GDR Enterprises, Inc. 9,125,000
June 4 Edgeware, Inc. d/b/a PCLink.com 1,922,000
June 17 Core Digital Communications, Inc. 1,320,000
June 25 American Information Services, Inc. 1,206,000
September 2 Data Management Consultants, Inc. 2,073,000
September 8 Net Direct 4,519,000
September 14 Raex 4,370,000
September 21 Internet Connection Services, LLC 708,000
September 22 MichWeb, Inc. 521,000
October 4 ComNet, LLC 8,886,000
October 7 TDI Internet Services, Inc. 1,831,000
October 7 Choice Dot Net, LLC 1,765,000
November 9 Internet Illinois 1,811,000
December 10 Wholesale ISP 4,693,000
-----------
$55,741,000
===========
</TABLE>
F-8
<PAGE>
Voyager.net, Inc.
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
2. Business Combinations (continued)
The aforementioned acquisitions were accounted for using the purchase
method of accounting. The operations of the entities are included in the
income statement of Voyager.net from the acquisition date forward. For each
acquisition, the excess of cost of the acquired assets less liabilities
assumed resulted in a substantial portion of the purchase price being
allocated to the acquired customer base (see Note 4).
The unaudited pro forma combined historical results for the year of
acquisition and the preceding year, as if the entities listed above had
been acquired at the beginning of the year ended December 31, 1997, 1998 or
1999, respectively, are included in the table below. The pro forma combined
historical results for CDL Corp., Internet-Michigan, Inc., Netimation,
Inc., Add, Inc., StarNet, Inc., American Information Services, Inc. and
Internet Connection Services, LLC were not deemed to be material and are
not included for the year ended December 31, 1997, 1998 and 1999.
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------
1997 1998 1999
<S> <C> <C> <C>
Revenue $ 14,120 $ 43,296 $ 62,858
Net Loss (12,590) (37,656) (24,918)
Basic and diluted net loss per share (1.43) (2.13) (0.91)
</TABLE>
The pro forma results above include amortization of intangibles and
interest expense on debt assumed issued to finance the acquisitions. The
pro forma results are not necessarily indicative of what actually would
have occurred if the acquisition had been completed as of the beginning of
each of the fiscal periods presented, nor are they necessarily indicative
of future consolidated results.
3. Property and Equipment
Cost of property and equipment and depreciable lives are summarized as
follows:
<TABLE>
<CAPTION>
Depreciable
1998 1999 Life-Years
<S> <C> <C> <C>
Computer equipment $ 8,461,789 $ 18,649,572 5
Office equipment 230,009 1,293,331 7
Furniture and fixtures 96,559 776,886 5-7
Software 389,863 862,403 3-5
Equipment acquired under capital lease 1,178,525 5,365,475 5
Vehicles 32,807 32,807 5
Building improvements 860,526 1,386,534 7-10
------------ ------------
11,250,078 28,367,008
Less accumulated depreciation (1,721,706) (7,068,552)
------------ ------------
Property and equipment, net $ 9,528,372 $ 21,298,456
============ ============
</TABLE>
F-9
<PAGE>
Voyager.net, Inc.
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
Depreciation expense of approximately $393,000, $842,000 and $4,992,000 was
charged to operations in 1997, 1998 and 1999, respectively.
4. Intangible Assets
Intangible assets consist of the following:
<TABLE>
<CAPTION>
1998 1999
<S> <C> <C>
Acquired customer base $ 30,127,837 $ 85,311,158
Bank financing fees 1,348,182 2,625,563
Other 237,658 299,864
------------ ------------
31,713,677 88,236,585
Less accumulated amortization (2,972,027) (21,597,852)
------------ ------------
Intangible assets, net $ 28,741,650 $ 66,638,733
============ ============
</TABLE>
5. Capital Leases
The Company leases computer equipment under capital leases expiring in
various years through the year 2002. The assets under capital leases are
recorded at the lower of the present value of the minimum lease payments or
the fair value of the asset. The net book value of these assets as of
December 31, 1998 and 1999 was $982,222 and $4,319,370, respectively.
Depreciation of assets under capital leases is included in depreciation
expense.
Future minimum lease payments under capital leases as of December 31, 1999
are as follows:
<TABLE>
<S> <C>
2000 $ 2,355,280
2001 2,015,212
2002 341,263
-----------
Total minimum lease payments 4,711,755
Less amount representing interest (469,283)
-----------
Present value of net minimum lease payments $ 4,242,472
Less current portion (2,049,878)
-----------
Long-term portion of obligations under capital leases $ 2,192,594
===========
</TABLE>
6. Related Party Transactions
The notes payable, related party, represent principal and interest payable
on demand to Horizon Cable I Limited Partnership, an entity under common
management. Interest on the notes was at rates of 10.5 percent in 1997, 8.0
and 8.5 percent in 1998 and in 1999. Concurrent
F-10
<PAGE>
Voyager.net, Inc.
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
with the Company's initial public offering, these notes, including
accumulated interest, were paid in the amount of $2,336,174.
On July 31, 1998, the Company issued to a majority stockholder $2,800,000
in notes payable at interest of 8 percent per annum. These notes, along
with $32,526 of accrued interest and cash in the amount of $533,333, were
converted into 33,657 shares of preferred stock for $100 per share and
446,400 shares of common stock for $1,881.
7. Other Liabilities
Other liabilities consist of the following:
<TABLE>
<CAPTION>
1998 1999
<S> <C> <C>
Accrued payroll and related expenses $ 272,654 $ 983,197
Accrued expenses 465,732 2,697,350
Other 117,341 16,298
---------- ----------
$ 855,727 $3,696,845
========== ==========
</TABLE>
8. Debt
In July 1999, the Company re-negotiated its revolving available credit
facility with its bank group concurrent with its initial public offering
(see Note 11) for a $60 million line of credit, with the option to extend
to $70 million on similar terms and conditions. The credit facility matures
on September 30, 2005. At December 31, 1999, $19,650,000 was outstanding
under the credit facility. Interest is payable quarterly through maturity.
The revolving credit facility agreement allows the Company to elect an
interest rate as of any borrowing date based on either the (1) prime rate,
or (2) LIBOR, plus a margin ranging from 1.0% to 2.75% depending on the
ratio of funded debt to EBITDA. The elected rate as of December 31, 1999 is
approximately 9.0% with an effective weighted average rate of approximately
8.6% and 8.4% at December 31, 1998 and 1999, respectively. Commitment fees
on the unused credit facility are 0.5%. Automatic and permanent reductions
of the maximum commitments begin April 2001 and continue until maturity.
Based on the balance as of December 31, 1999, the scheduled permanent
reductions of long-term debt are as follows:
<TABLE>
<CAPTION>
Year
<S> <C>
2000 $ --
2001 982,500
2002 2,456,250
2003 4,421,250
2004 6,263,438
Thereafter 5,526,562
-----------
$19,650,000
===========
</TABLE>
The revolving credit facility is collateralized by all of the Company's
tangible and intangible personal property and fixtures as well as
substantially all of the issued and outstanding equity securities of the
Company.
F-11
<PAGE>
Voyager.net, Inc.
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
The revolving credit facility is subject to an agreement that contains,
among other provisions, certain financial covenants. These financial
covenants include maintenance of a minimum fixed charges ratio, a total
interest coverage ratio, and a leverage ratio.
9. Income Taxes
The Company's effective tax rate varies from the statutory rate as follows:
<TABLE>
<CAPTION>
1997 1998 1999
<S> <C> <C> <C>
Statutory rate 35.0% 35.0% 35.0%
Effect of graduated tax rate (1.0) (1.0) (1.0)
Change in valuation allowance (34.0) (34.0) (34.0)
------ ------ ------
0.0% 0.0% 0.0%
====== ====== ======
</TABLE>
Based on the Company's current financial status, realization of the
Company's deferred tax assets does not meet the "more likely than not"
criteria under SFAS No. 109 and accordingly a valuation allowance for the
entire deferred tax asset amount has been recorded. The components of the
net deferred tax asset (liability) and the related valuation allowance are
as follows:
<TABLE>
<CAPTION>
1997 1998 1999
<S> <C> <C> <C>
Net operating loss carryforward $ 1,055,000 $ 2,750,000 $ 1,700,000
Intangible assets -- 755,000 5,900,000
Fixed assets 18,000 13,000 (800,000)
----------- ----------- -----------
Deferred tax assets 1,073,000 3,518,000 6,800,000
Valuation allowance (1,073,000) (3,518,000) (6,800,000)
----------- ----------- -----------
Net deferred tax assets $ -- $ -- $ --
=========== =========== ===========
</TABLE>
Net operating loss ("NOL") carryforwards expire in years 2013 through 2018.
NOLs totaled $3,102,000, $5,500,000 and $5,000,000 at December 31, 1997,
1998 and 1999, respectively.
10. Retirement Savings Plan
In 1997, the Company established a retirement savings 401(k) plan for all
employees. The Company can make discretionary matching contributions to the
plan. Contributions to the plan totaled approximately $7,300, $15,000 and
$53,000 in 1997, 1998 and 1999, respectively.
11. Equity Transactions
On July 21, 1999, the Company completed its initial public offering in
which it sold 7,425,000 shares of common stock at $15.00 per share
resulting in net proceeds of $99,454,899. In addition, a total of 1,575,000
shares were offered for sale by the stockholders. Upon the closing of the
offering, $60,622,173 of senior bank debt and accrued interest and fees
were repaid, $8,810,078 of preferred stock and cumulative dividends were
redeemed, and $2,336,174 of subordinated notes and accrued
F-12
<PAGE>
Voyager.net, Inc.
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
interest were repaid. The remainder of the proceeds were used for general
corporate purposes, including acquisitions and capital expenditures.
On January 11, 1999, the Company issued to a member of management and the
Chairman of the Board, an aggregate 1,240,000 shares of common stock at
$4.84 per share in exchange for promissory notes receivable in the
aggregate amount of $6,000,000 which are due January 11, 2003 and have an
interest rate of 5% per annum compounded annually. The notes are
collateralized by a pledge of the related shares of common stock and are a
recourse obligation to these individuals in the amount of 25% of the
outstanding principal and 100% of the accrued interest.
In April 1999, the Company loaned a member of senior management $500,000.
It is payable in three years and accrues interest at 5% per year. The loan
is uncollateralized and the Company has full recourse against the borrower.
Additionally, in July 1999, the Company loaned $5 million to the same
individual. It is due in 2003 and accrues interest at 5% per year. The loan
is collateralized by a pledge of 416,667 shares of common stock and is a
recourse obligation of the borrower in the amount of 25% of the outstanding
principal and 100% of the accrued interest on the loan.
In May 1999, the Company sold an aggregate 6,667 shares of series A
preferred stock to certain shareholders pursuant to the exercise of an
option to purchase shares of series A preferred stock in the stock purchase
agreement, for an aggregate purchase price of $666,700.
On September 23, 1998, the Company issued 33,657 shares of preferred stock
at $100 per share and 446,400 shares of common stock in exchange for
$2,800,000 notes payable to its majority stockholders along with $32,566 in
accrued interest and $533,513 in cash. Also on September 23, 1998, the
Company converted accumulated preferred stock dividends in the amount of
$242,400 through September 23, 1998 into 2,424 shares of preferred stock at
$100 per share.
On June 24, 1999, July 6, 1998 and August 22, 1997, the Board of Directors
declared a stock split of 1.24 for 1, a 20 for 1 and a 100 for 1,
respectively. All references to the number of common shares and per share
amounts in the consolidated financial statements and related footnotes have
been restated to reflect the effect of these stock splits for all periods
presented.
12. Stock-Based Compensation Plan
In 1998, a Stock Option and Incentive Plan (the "Plan") was established.
The Plan provides for the ability to issue Stock Options (either Incentive
Stock Options or Non-Qualified Stock Options), Stock Appreciation Rights,
Restricted Stock Awards, Deferred Stock Awards, Unrestricted Stock Awards,
Performance Share Awards and Dividend Equivalent Rights. As of December 31,
1999, there were 4,816,160 options to purchase common stock authorized with
1,626,658 options available for issuance.
The Plan provides for the granting of options to officers, employees,
consultants, members of the Board of Directors and other key persons for
purchase of the Company's common shares. The Plan is administered by the
Board of Directors. No option can be for a term of more than ten years from
the grant date. The option price and the vesting provisions are determined
by the Board of Directors at the time of the grant.
F-13
<PAGE>
Voyager.net, Inc.
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
12. Stock-Based Compensation Plan (continued)
Stock option activity under the Plan during the year ended December 31,
1998 and 1999 (there were no stock options granted during 1997) are as
follows:
<TABLE>
<CAPTION>
Weighted
Number Average
of Exercise
Options Price
<S> <C> <C>
Outstanding at January 1, 1998 -- --
Granted 768,800 $ .0004
Exercised, forfeited and expired -- --
--------- --------
Outstanding at December 31, 1998 768,800 .0004
Granted 3,297,980 13.431
Exercised 768,800 .0004
Forfeited -- --
Expired 101,894 14.6609
--------- --------
Outstanding at December 31, 1999 3,196,086 $13.3992
========= ========
Exercisable at December 31, 1999 558,000 $ 15.00
========= ========
</TABLE>
The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations, in accounting
for its stock and stock options issued to employees. During 1998, the
Company granted 768,800 options to purchase common stock to certain members
of management of which 582,800 options were fully vested and the remaining
186,000 options became fully vested in January 1999. During 1999, the
Company granted 3,297,980 options to purchase common stock; 3,130,580 were
granted at market prices and 167,400 were granted at $4.84 per share which
was less than market price. The weighted-average remaining contractual life
of the options outstanding at December 31, 1999 is in approximately 10
years. During 1998, the Company issued 2,232,000 shares of restricted
common stock to certain members of management for a nominal amount; 496,000
of which were subject to certain vesting provisions at December 31, 1998
through October 2002. During 1999, the Company issued an aggregate of
1,240,000 shares of restricted common stock at $4.84 per share to a member
of management and the Chairman of the Board. Certain of these shares were
subject to vesting through 2003. Prior to the Company's initial public
offering, all shares of the unvested restricted common stock were
accelerated and became 100% fully vested. The weighted average fair value
at issuance for the restricted common stock and options were $1.77 and
$6.16 per share at December 31, 1998 and 1999, respectively. Accordingly,
the Company recorded compensation expense of $4,218,407 and $2,563,311 for
the years ended December 31, 1998 and 1999, respectively.
Under SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS 123),
compensation cost is measured at the grant date based on the value of the
award and is recognized over the service (or vesting) period. Under SFAS
123, the Company's net loss and loss per share for the years ended
F-14
<PAGE>
Voyager.net, Inc.
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
December 31, 1998 and 1999 would have been adjusted to the pro forma
amounts indicated in the following table:
<TABLE>
<CAPTION>
1998 1999
<S> <C> <C>
Net loss applicable to common stockholders:
As reported $(7,619,207) $(16,496,215)
Pro forma $(8,737,394) $(26,346,231)
Loss per share:
As reported:
Basic and diluted $ (.43) $ (.61)
Pro forma:
Basic and diluted $ (.49) $ (.97)
</TABLE>
The fair value of each option granted was estimated on the date of grant
using the Black-Scholes option pricing model with the following
assumptions:
<TABLE>
<CAPTION>
1998 1999
<S> <C> <C>
Risk free rate 5.7% 4.6%
Expected dividends -- --
Expected life 5 years 4 years
Volatility assumption 76% 75%
</TABLE>
13. Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share:
<TABLE>
<CAPTION>
Years Ended December 31
-----------------------------------------------
1997 1998 1999
<S> <C> <C> <C>
Net loss $ (820,072) $ (7,270,713) $ (16,128,949)
Less preferred stock dividends (73,456) (348,494) (367,265)
------------- ------------- -------------
Net loss applicable to
common stockholders $ (893,528) $ (7,619,207) $ (16,496,214)
------------- ------------- -------------
Basic and diluted weighted average
common shares outstanding 8,878,498 17,655,484 27,238,084
============= ============= =============
Basic and diluted net loss per share
applicable to common stockholders $ (.10) $ (.43) $ (.61)
============= ============= =============
</TABLE>
F-15
<PAGE>
Voyager.net, Inc.
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
13. Earnings Per Share (continued)
Net loss per share is computed using the weighted average number of common
shares outstanding during the period. Inclusion of common share equivalents
would be anti-dilutive and have been excluded from the per share
calculations for 1999. The impact of dilutive shares was not significant
for 1997 and 1998.
14. Supplemental Disclosure of Cash Flow Information
The following is the supplemental cash flow information for all periods
presented:
<TABLE>
<CAPTION>
Years Ended December 31
-------------------------------------------
1997 1998 1999
<S> <C> <C> <C>
Cash paid during the year for interest $ 7,604 $ 632,027 $ 2,718,404
Noncash financing and investing activities:
In connection with the acquisitions described in Note 2,
liabilities were assumed as follows:
Fair value of assets acquired -- 37,890,628 60,721,084
Business acquisition costs, net of cash acquired -- (32,850,289) (55,630,048)
------------ ------------ ------------
Liabilities assumed -- $ 5,040,339 $ (5,091,036)
============ ============ ============
Acquisition of equipment through capital lease $ 159,974 $ 951,117 $ 4,861,250
Conversion of note payable and accumulated dividends to
preferred stock $ -- $ 3,042,400 $ --
Issuance of compensatory common stock and options $ -- $ 4,218,407 $ 2,563,311
Issuance of common stock in exchange for promissory notes $ -- $ -- $ --
</TABLE>
15. Commitments and Contingencies
The Company leases office facilities, point of presence locations, certain
network equipment and vehicles under operating lease agreements that expire
in the years 2000, 2001, 2002, 2003, 2004 and 2007. The following is a
schedule of future minimum rental payments under these leases:
<TABLE>
<CAPTION>
Year
<S> <C>
2000 $ 1,004,738
2001 813,663
2002 768,092
2003 673,190
2004 380,748
Thereafter 922,703
-----------
$ 4,563,134
===========
</TABLE>
F-16
<PAGE>
Voyager.net, Inc.
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
15. Commitments and Contingencies (continued)
In addition to these leases, the Company also leases point of presence
locations under lease terms of less than one year.
Rent expense under all operating leases of approximately $103,000, $190,000
and $760,000 was charged to operations in 1997, 1998 and 1999,
respectively.
16. Segment Reporting
The Company has a single operating segment, Internet access services. The
Company has no organizational structure dictated by product lines,
geography or customer type. Sales are substantially derived from one
service line, Internet access service, and are residential and business
customers in the Midwestern United States. The Company evaluates
performance based on profit or loss from operations before interest, income
taxes, depreciation and amortization and non-recurring, non-cash
compensation charges.
17. Quarterly Financial Data (Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
------------------------------------------------------------
1999
------------------------------------------------------------
March 31 June 30 Sept. 30 Dec. 31
<S> <C> <C> <C> <C>
Total revenue $ 8,519,226 $ 10,713,899 $ 12,904,996 $ 16,359,514
Loss from operations before other
income (expense) (2,694,505) (3,247,499) (3,169,243) (5,276,925)
Net loss (3,466,018) (4,290,055) (3,357,604) (5,015,272)
Basic and diluted net loss per share
applicable to common stockholders $ (.16) $ (.19) $ (.11) $ (.16)
Weighted average common shares
outstanding, basic and diluted 22,987,865 23,776,309 30,084,336 31,650,108
<CAPTION>
1998
------------------------------------------------------------
March 31 June 30 Sept. 30 Dec. 31
<S> <C> <C> <C> <C>
Total revenue $ 1,135,244 $ 1,222,266 $ 2,045,296 $ 6,319,356
Income (loss) from operations before
other income (expense) 102,866 (39,587) (944,947) (5,477,266)
Net income (loss) 63,825 (77,981) (1,040,681) (6,215,876)
Basic and diluted net loss per share
applicable to common stockholders $ -- $ (.01) $ (.06) $ (.29)
Weighted average common shares
outstanding, basic and diluted 14,998,673 15,021,831 18,255,050 22,210,920
</TABLE>
F-17
<PAGE>
Voyager.net, Inc.
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
18. Subsequent Events (unaudited)
On February 11, 2000, the Company purchased assets from Valley Business
Equipment, Inc. for approximately $4,100,000 of which approximately
$3,700,000 was remitted to Valley Business Equipment, Inc. and the
remainder was deposited in an escrow account. Approximately $4,000,000 was
allocated to the acquired customer base cost as a result of this
transaction.
On March 12, 2000, the Company entered into an agreement to merge with
CoreComm Limited in a stock and cash transaction. The transaction is
subject to stockholder approval, certain regulatory approvals and other
conditions.
F-18
<PAGE>
VOYAGER.NET AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Additions
Deductions
Charged for
Balance at Charged to to other accounts Balance at
Beginning costs and accounts written off end of
of period expenses (1) (2) period
---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Description
Year ended December 31, 1997:
Allowance for doubtful accounts $ 90,000 $ 199,000 $ -- $ 249,000 $ 40,000
Valuation allowance for deferred
tax assets 740,000 333,000 -- -- 1,073,000
Year ended December 31, 1998:
Allowance for doubtful accounts 40,000 178,000 -- 119,000 99,000
Valuation allowance for deferred
tax assets 1,073,000 2,445,000 -- -- 3,518,000
Year ended December 31, 1999:
Allowance for doubtful accounts 99,000 401,000 -- -- 500,000
Valuation allowance for deferred
tax assets 3,518,000 3,282,000 -- -- 6,800,000
</TABLE>
(1) Describe non-income statement accounts charged.
(2) Describe other changes to account balance.
S-1
<PAGE>
Exhibit Index
Exhibit
Number Description
- ------ -----------
2.1 Stock Exchange Agreement dated as of September 23, 1998, by and among
the Company and the parties named therein. (Filed as Exhibit 2.1 to
the Company's Registration Statement on Form S-1, Registration
Statement No. 333-77917, as filed on May 6, 1999 and incorporated
herein by reference.)
2.2 Stock Purchase Agreement dated as of September 23, 1998 by and among
the Company and the investors identified therein. (Filed as Exhibit
2.2 to the Company's Registration Statement on Form S-1, Registration
Statement No. 333-77917, as filed on May 6, 1999 and incorporated
herein by reference.)
*2.3 Agreement and Plan of Merger dated as of March 12, 2000 among CoreComm
Limited, CoreComm Group Sub I, Inc. and Voyager.net, Inc.
3.1 Second Amended and Restated Certificate of Incorporation of the
Registrant. (Filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-8, Registration Statement No. 333-84987, as filed
on August 12, 1999 and incorporated herein by reference.)
3.2 Amended and Restated By-laws of the Registrant. (Filed as Exhibit 4.2
to the Company's Registration Statement on Form S-8, Registration
Statement No. 333-84987, as filed on August 12, 1999 and incorporated
herein by reference.)
*10.1 Voting Agreement dated as of March 12, 2000 among CoreComm Limited and
the Shareholders identified therein. (Filed as Exhibit 10.1 to the
Company's report on Form 8-K, as Filed on March 17, 2000 and
incorporated herein by reference.)
10.2 Credit Agreement dated as of September 23, 1998 by and among the
Company, Voyager Information Networks, Inc., Fleet National Bank, as
agent, and the lenders identified therein. (Filed as Exhibit 10.1 to
the Company's Registration Statement on Form S-1, Registration
Statement No. 333-77917, as filed on May 6, 1999 and incorporated
herein by reference.)
10.3 First Amendment to Credit Agreement dated as of April 13, 1999 by and
among the Company, Voyager Information Networks, Inc., Fleet National
Bank as Agent and the Lenders identified therein. (Filed as Exhibit
10.2 to the Company's Registration Statement on Form S-1, Registration
Statement No. 333-77917, as filed on May 6, 1999 and incorporated
herein by reference.)
10.4 Amended and Restated Credit Agreement dated as of July 26, 1999 by and
among the Company, Voyager Information Networks, Inc., Fleet National
Bank, as agent, and the lenders identified therein. (Filed as Exhibit
10.33 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 and incorporated herein by reference.)
<PAGE>
10.5 Amended and Restated Promissory Note made by the Registrant in favor
of Horizon Cable I Limited Partnership. (Filed as Exhibit 10.3 to the
Company's Registration Statement on Form S-1, Registration Statement
No. 333-77917, as filed on May 6, 1999 and incorporated herein by
reference.)
10.6 Asset Purchase Agreement dated as of July 31, 1998 by and among
Voyager Information Networks, Inc., Freeway, Inc. (n/k/a Offline,
Inc.) and the other parties identified therein. (Filed as Exhibit 10.4
to the Company's Registration Statement on Form S-1, Registration
Statement No. 333-77917, as filed on May 6, 1999 and incorporated
herein by reference.)
10.7 Asset Purchase Agreement dated as of September 23, 1998 by and among
Voyager Information Networks, Inc., EXEC-PC, Inc. (n/k/a The Mahoney
Group) and the other parties identified therein. (Filed as Exhibit
10.5 to the Company's Registration Statement on Form S-1, Registration
Statement No. 333-77917, as filed on May 6, 1999 and incorporated
herein by reference.)
10.8 Asset Purchase Agreement dated as of October 2 1998, effective
September 30, 1998, by and among Voyager Information Networks, Inc.,
NetLink Systems, L.L.C. and the other parties identified therein.
(Filed as Exhibit 10.6 to the Company's Registration Statement on Form
S-1, Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.9 Reseller Agreement dated as of April 13, 1999 by and among Voyager
Information Networks, Inc. and Millennium Digital Media Systems,
L.L.C. (Filed as Exhibit 10.7 to the Company's Registration Statement
on Form S-1, Registration Statement No. 333-77917, as filed on May 6,
1999 and incorporated herein by reference.)
10.10 Employment Agreement dated as of February 20, 1998 between Voyager
Information Networks, Inc. and Christopher Torto, as amended. (Filed
as Exhibit 10.8 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.11 Employment Agreement dated as of January 15, 1998 between Voyager
Information Networks, Inc. and Michael Williams. (Filed as Exhibit
10.9 to the Company's Registration Statement on Form S-1, Registration
Statement No. 333-77917, as filed on May 6, 1999 and incorporated
herein by reference.)
10.12 Employment Agreement dated as of October 2, 1998 between Voyager
Information Networks, Inc. and Christopher Michaels, as amended.
(Filed as Exhibit 10.10 to the Company's Registration Statement on
Form S-1, Registration Statement No. 333-77917, as filed on May 6,
1999 and incorporated herein by reference.)
10.13 Employment Agreement dated as of October 2, 1998 between Voyager
Information Networks, Inc. and David Shires, as amended. (Filed as
Exhibit 10.11 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
<PAGE>
10.14 Employment Agreement effective as of January 11, 1999 between Voyager
Information Networks, Inc. and Osvaldo deFaria. (Filed as Exhibit
10.12 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.15 Employment Agreement dated as of March 18, 1999 between Voyager
Information Networks, Inc. and Dennis Stepaniak. (Filed as Exhibit
10.13 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.16 Agreement Regarding Inventions, Non-competition and Confidentiality
dated as of February 20, 1998 between Voyager Information Networks,
Inc. and Christopher Torto. (Filed as Exhibit 10.14 to the Company's
Registration Statement on Form S-1, Registration Statement No.
333-77917, as filed on May 6, 1999 and incorporated herein by
reference.)
10.17 Agreement Regarding Inventions, Non-competition and Confidentiality
dated as of October 15, 1997 between Voyager Information Networks,
Inc. and Michael Williams. (Filed as Exhibit 10.15 to the Company's
Registration Statement on Form S-1, Registration Statement No.
333-77917, as filed on May 6, 1999 and incorporated herein by
reference.)
10.18 Agreement Regarding Inventions, Non-competition and Confidentiality
dated as of November 11, 1998 between Voyager Information Networks,
Inc. and Osvaldo deFaria. (Filed as Exhibit 10.16 to the Company's
Registration Statement on Form S-1, Registration Statement No.
333-77917, as filed on May 6, 1999 and incorporated herein by
reference.)
10.19 Agreement Regarding Inventions, Non-competition and Confidentiality
dated as of March 18, 1999 between Voyager Information Networks, Inc.
and Dennis Stepaniak. (Filed as Exhibit 10.17 to the Company's
Registration Statement on Form S-1, Registration Statement No.
333-77917, as filed on May 6, 1999 and incorporated herein by
reference.)
10.20 Employee Non-Competition Agreement dated as of October 2, 1998 between
Voyager Information Networks, Inc. and Christopher Michaels. (Filed as
Exhibit 10.18 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.21 Employee Non-Competition Agreement dated as of October 2, 1998 between
Voyager Information Networks, Inc. and David Shires. (Filed as Exhibit
10.19 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.22 Employment Agreement dated as of September 15, 1999 between Voyager
Information Networks, Inc. and Anthony Paalz.. (Filed as Exhibit 10.34
to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999 and incorporated herein by reference.)
<PAGE>
10.23 Agreement Regarding Inventions, Non-competition and Confidentiality
dated as of September 15, 1999 between Voyager Information Networks,
Inc. and Anthony Paalz. (Filed as Exhibit 10.35 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1999
and incorporated herein by reference.)
10.24 Amended and Restated 1998 Stock Option and Incentive Plan. (Filed as
Exhibit 99.1 to the Company's Registration Statement on Form S-8,
Registration Statement No. 333-84987, as filed on August 12, 1999 and
incorporated herein by reference.)
10.25 Form of Incentive Stock Option and Restriction Agreement. (Filed as
Exhibit 10.21 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.26 Form of Stock Purchase and Restriction Agreement. (Filed as Exhibit
10.22 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.27 Promissory Note made by Osvaldo deFaria in favor of the Company.
(Filed as Exhibit 10.23 to the Company's Registration Statement on
Form S-1, Registration Statement No. 333-77917, as filed on May 6,
1999 and incorporated herein by reference.)
10.28 Promissory Note made by Glenn Friedly in favor of the Company. (Filed
as Exhibit 10.24 to the Company's Registration Statement on Form S-1,
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
10.29 Promissory Note made by Christopher Torto, dated April 13, 1999, in
favor of the Company. (Filed as Exhibit 10.25 to the Company's
Registration Statement on Form S-1, Registration Statement No.
333-77917, as filed on May 6, 1999 and incorporated herein by
reference.)
10.30 Form of Director Indemnification Agreement. (Filed as Exhibit 10.26 to
the Company's Registration Statement on Form S-1, Registration
Statement No. 333-77917, as filed on May 6, 1999 and incorporated
herein by reference.)
10.31 Planet Direct Internet Service Provider Agreement dated as of March
17, 1997 by and among Planet Direct Corporation and Voyager
Information Networks, Inc. (Filed as Exhibit 10.28 to the Company's
Registration Statement on Form S-1, Registration Statement No.
333-77917, as filed on May 6, 1999 and incorporated herein by
reference.)
10.32 Stock Purchase Agreement dated as of May 7, 1999 by and among Voyager
Information Networks, Inc., GDR Enterprises, Inc. and the other
parties identified therein. (Filed as Exhibit 10.30 to the Company's
Registration Statement on Form S-1, Registration Statement No.
333-77917, as filed on May 6, 1999 and incorporated herein by
reference.)
10.33 Promissory Note made by Christopher Torto, dated July 1999, in favor
of the Company. (Filed as Exhibit 10.31 to the Company's Registration
Statement on Form S-1,
<PAGE>
Registration Statement No. 333-77917, as filed on May 6, 1999 and
incorporated herein by reference.)
**23.2 Consent of PricewaterhouseCoopers LLP.
**23.3 Report of Independent Accountants on Financial Statement Schedule.
**27.1 Financial Data Schedule.
* The exhibits and schedules thereto have been omitted but copies
thereof will be furnished supplementally to the Commission upon
request.
** Filed herewith.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-84987) of Voyager.net, Inc. of our report dated
February 10, 2000, except for Note 18, for which the date is March 12, 2000,
relating to the consolidated financial statements, which appear in this Form
10-K. We also consent to the use of our report dated February 10, 2000 relating
to the financial statement schedule which appears in this Form 10-K.
PricewaterhouseCoopers LLP
Grand Rapids, Michigan
March 27, 2000
<PAGE>
EXHIBIT 23.3
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of
Voyager.net, Inc.:
Our audits of the consolidated financial statements referred to in our report
dated February 10, 2000 (except for Note 18 for which the date is March 12,
2000) of Voyager.net, Inc. also included an audit of the financial statement
schedule listed in Item 14(a)(2) herein. In our opinion, the financial statement
schedule presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.
PricewaterhouseCoopers LLP
Grand Rapids, Michigan
February 10, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> DEC-31-1999 DEC-31-1998
<CASH> 18,062 2,350
<SECURITIES> 0 0
<RECEIVABLES> 6,955 1,049
<ALLOWANCES> 500 99
<INVENTORY> 0 0
<CURRENT-ASSETS> 24,517 3,455
<PP&E> 28,367 11,250
<DEPRECIATION> 7,069 1,722
<TOTAL-ASSETS> 112,454 41,725
<CURRENT-LIABILITIES> 17,511 9,697
<BONDS> 21,843 30,752
0 0
0 8,275
<COMMON> 3 2
<OTHER-SE> 73,097 (7,001)
<TOTAL-LIABILITY-AND-EQUITY> 112,454 41,725
<SALES> 47,423 10,589
<TOTAL-REVENUES> 48,498 10,722
<CGS> 0 0
<TOTAL-COSTS> 62,886 17,081
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,741 912
<INCOME-PRETAX> (16,129) (7,271)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (16,129) (7,271)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (16,129) (7,271)
<EPS-BASIC> (0.61) (0.43)
<EPS-DILUTED> (0.61) (0.43)<F1>
<FN>
<F1>The tags in the FDS will not be changed by the SEC to correspond to the new
captions under SFAS 128. The SEC expects registrants to report "Earnings per
share - Basic" data as the value for the (EPS-PRIMARY) tag and "Earnings per
share - Diluted" data (as opposed to "EPS - Fully Diluted") as the value for
the (EPS-DILUTED) tag. Queries regarding these requirements may be directed to
the Office of Chief Accountants (202-842-2960) or Meg Black in the Division of
Corporation Finance (202-942-2940).
</FN>
</TABLE>
