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Vonage Reports Second Quarter 2019 Results Highlighted By Strong Business Service Revenue Growth

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   Second Quarter Highlights:

   - Business Service Revenues increased 41% GAAP or 25% adjusted, constant currency

   - API Platform Revenues increased 49% GAAP and 49% adjusted, constant currency

   - Vonage Business Revenues grew 35% GAAP to $200 Million

   - Consolidated Revenues of $298 Million grew 15% GAAP

   - Loss from Operations of $0.2 Million and Adjusted OIBDA of $38 Million

   - Over.ai acqui-hire expands the Company's expertise in conversational artificial intelligence

HOLMDEL, N.J., Aug. 6, 2019 /PRNewswire/ -- Vonage Holdings Corp. (NYSE: VG), a global business cloud communications leader, today announced results for the quarter ended June 30, 2019.

"It was another strong quarter for Vonage and I am pleased with our team's performance. Business revenues reached $200 million for the quarter, and business service revenue growth accelerated to 25% on an adjusted, constant currency basis. Importantly, we continue to demonstrate that our OneVonage programmable platform, built from microservices across voice, video, messaging, SMS and workflows, provides a fundamental competitive advantage," said Alan Masarek, Chief Executive Officer.

Mr. Masarek continued, "Because we own the entire communications stack across UCaaS, CCaaS, and programmable APIs, we can provide integrated, programmable communications solutions demanded by midmarket and Enterprise companies. As a result, we are uniquely positioned to deliver differentiated communication solutions, and in doing so, to capitalize on a vast opportunity in cloud communications."

Second Quarter Business Segment Results

  • Vonage Business Revenues were $200 million, representing 67% of consolidated revenues and 35% GAAP growth.
  • Business Service Revenues were $180 million, a 41% GAAP increase.
    • Adjusted to include acquisitions for all periods and other one-time items, Vonage Business Service Revenues(1) increased 23% year-over-year or 25% in constant currency.
    • Applications Service Revenues grew 35% GAAP or 11% adjusted.
    • API Platform Revenues (which are all service revenues) grew 49% GAAP and 42% adjusted or 49% adjusted, constant currency.
  • Business Service Revenue Per Customer was $440, up 26% from the year-ago quarter.
  • Business Service Revenue Churn was 1.0%, improving from 1.2% in the year-ago quarter.

Second Quarter Consumer Segment Results

  • Consumer Revenues were $98 million, down 13% year-over-year as expected.
  • Customer churn was 1.7%, flat compared to the year-ago quarter.
  • Average revenue per line ("ARPU") was $26.89, up $0.52 compared to the year-ago quarter.
  • Ended the second quarter of 2019 with approximately 1.2 million Consumer subscriber lines.

Consolidated Income and Balance Sheet

For the second quarter of 2019, Vonage reported consolidated revenues of $298 million, up from $260 million in the year-ago quarter.

The Company generated loss from operations of $0.2 million, Adjusted Operating Income Before Depreciation and Amortization ("Adjusted OIBDA")(2) of $38 million, and Adjusted OIBDA minus Capex(2) of $26 million. Net Cash from Operations was $25 million and Free Cash Flow(3) was $14 million for the quarter.

During the quarter, the Company issued $345 million aggregate principal amount of 1.75% Convertible Senior Notes due 2024. This debt issuance lowered and fixed cash interest expense and extended maturities on a portion of the Company's debt. Net proceeds from this transaction, which also included a $10 million share repurchase and capped call overlay to reduce potential dilution, were used to pay down existing bank debt.

As of June 30, 2019, the Company had a net debt to Last Twelve Months Adjusted OIBDA ratio of 3.6 times.

Acquisition of Over.ai

Vonage has entered into an agreement to acquire certain assets of Over.ai, a Tel Aviv-based Voice Artificial Intelligence provider for enterprise communications. Vonage is acquiring Over.ai's technical team and intellectual property from i.am+, an AI technology platform co-founded and co-owned by musician will.i.am.

With this acqui-hire, Vonage gains significant technology talent and expertise in conversational-related AI. Over.ai's product and engineering team of 23 will join Vonage, expanding the Company's Tel Aviv R&D team to nearly 100 high-tech professionals, and total R&D team to almost 600.

Guidance

For the third quarter of 2019, Vonage expects the following:

  • Vonage Business Revenues in the range of $206 million to $208 million.
  • Consumer Revenues in the range of $96 million to $97 million.
  • Consolidated Adjusted OIBDA in the range of $44 million to $46 million. This range includes approximately $1 million of deferred revenue write-down from the acquisition of NewVoiceMedia, operating expenses from Over.ai and negative currency effects.

There are no changes to the Company's full-year 2019 guidance ranges.

Conference Call and Webcast

The company will host a conference call to discuss its financial results for the second quarter of 2019 and other matters at 8:30 AM Eastern Time. To participate, please dial (866) 891-8177. International callers should dial (412) 902-6756.

A live webcast of the conference call will be available on the Vonage Investor Relations website. A replay of the webcast will also be available shortly after the conclusion of the call and may be accessed through Vonage's Investor Relations website or by dialing (877) 344-7529 or (412) 317-0088 for international callers and entering the passcode 10133705.

About Vonage

Vonage is redefining business communications, helping enterprises use fully-integrated unified communications, contact center and programmable communications solutions via APIs. True to our roots as a technology disruptor, we've embraced technology to transform businesses to collaborate more productively and engage their customers more effectively across all communications channels.

Vonage Holdings Corp. is headquartered in New Jersey, with offices throughout the United States, Europe, Israel, Australia and Asia. Vonage® is a registered trademark of Vonage Marketing LLC, owned by Vonage America Inc. To follow Vonage on Twitter, please visit www.twitter.com/vonage. To become a fan on Facebook, go to www.facebook.com/vonage. To subscribe on YouTube, visit www.youtube.com/vonage.

Investor Contact: Hunter Blankenbaker 732.444.4926; [email protected]
Media Contact: Jo Ann Tizzano 732.365.1363;
[email protected]

(1) This is a non-GAAP financial measure. Refer below to Table 5 for a reconciliation to GAAP total business revenues and business service revenues.
(2) This is a non-GAAP financial measure. Refer below to Table 3 for a reconciliation to GAAP income from operations.
(3) This is a non-GAAP financial measure. Refer below to Table 6 for a reconciliation to GAAP cash from operations.

 

VONAGE HOLDINGS CORP.

TABLE 1. CONSOLIDATED FINANCIAL DATA

(Dollars in thousands, except per share amounts)

       
 

Three Months Ended

 

Six Months Ended

 

June 30,

 

March 31,

 

June 30,

 

June 30,

 

2019

 

2019

 

2018

 

2019

 

2018

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(audited)

Statement of Operations Data:

                 

Revenues

$

297,584

 

$

279,541

 

$

259,875

 

$

577,125

 

$

513,448

                   

Operating Expenses:

                 

Cost of revenues (excluding depreciation and
amortization of $9,144, $9,418, $6,226, $18,562, and
$12,660, respectively)

128,221

 

113,411

 

107,204

 

241,632

 

210,771

Sales and marketing

95,362

 

95,523

 

77,685

 

190,885

 

154,821

Engineering and development

16,891

 

16,526

 

10,375

 

33,417

 

21,195

General and administrative

36,615

 

35,459

 

32,174

 

72,074

 

59,756

Depreciation and amortization

20,662

 

21,214

 

19,062

 

41,876

 

35,862

 

297,751

 

282,133

 

246,500

 

579,884

 

482,405

(Loss) Income from operations

(167)

 

(2,592)

 

13,375

 

(2,759)

 

31,043

Other Income (Expense):

                 

Interest expense

(8,487)

 

(7,576)

 

(3,097)

 

(16,063)

 

(6,258)

Other income (expense), net

(147)

 

(416)

 

337

 

(563)

 

84

 

(8,634)

 

(7,992)

 

(2,760)

 

(16,626)

 

(6,174)

(Loss) Income before income tax benefit/(expense)

(8,801)

 

(10,584)

 

10,615

 

(19,385)

 

24,869

Income tax benefit/(expense)

13,325

 

10,050

 

(2,056)

 

23,375

 

8,214

Net income (loss)

$

4,524

 

$

(534)

 

$

8,559

 

$

3,990

 

$

33,083

Earning (Loss) per common share:

                 

Basic

$

0.02

 

$

 

$

0.04

 

$

0.02

 

$

0.14

Diluted

$

0.02

 

$

 

$

0.03

 

$

0.02

 

$

0.13

Weighted-average common shares outstanding:

                 

Basic

242,475

 

240,527

 

237,919

 

241,507

 

235,490

Diluted

249,720

 

240,527

 

248,256

 

249,521

 

248,373

 

VONAGE HOLDINGS CORP.

TABLE 1. CONSOLIDATED FINANCIAL DATA - (Continued)

(Dollars in thousands, except per share amounts)

       
 

Three Months Ended

 

Six Months Ended

 

June 30,

 

March 31,

 

June 30,

 

June 30,

 

2019

 

2019

 

2018

 

2019

 

2018

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(audited)

Statement of Cash Flow Data:

                 

Net cash provided by operating activities

$

25,317

 

$

2,750

 

$

42,467

 

$

28,067

 

$

65,935

Net cash used in investing activities

(11,679)

 

(10,774)

 

(5,610)

 

(22,453)

 

(12,007)

Net cash (used in) provided by financing activities

(12,761)

 

20,786

 

(32,971)

 

8,025

 

(58,033)

Capital expenditures and acquisition and development of
software assets

(11,679)

 

(10,774)

 

(5,610)

 

(22,453)

 

(12,007)

 

   

June 30,

 

December 31,

   

2019

 

2018

   

(unaudited)

 

(audited)

Balance Sheet Data (at period end):

       

Cash and cash equivalents

 

$

17,963

 

$

5,057

Restricted cash

 

1,679

 

2,047

Accounts receivable, net of allowance

 

97,465

 

75,342

Inventory, net of allowance

 

1,066

 

1,470

Prepaid expenses and other current assets

 

32,646

 

34,130

Deferred customer acquisition costs, current and non-current

 

60,011

 

49,636

Property and equipment, net

 

47,759

 

49,262

Goodwill

 

599,080

 

598,499

Operating lease right of use assets

 

49,954

 

Software, net

 

26,945

 

17,430

Intangible assets, net

 

271,022

 

299,911

Deferred tax assets

 

119,410

 

102,560

Other assets

 

29,503

 

24,144

Total assets

 

$

1,354,503

 

$

1,259,488

Accounts payable and accrued expenses

 

$

158,999

 

$

140,632

Operating lease liabilities, current and non-current

 

57,135

 

Deferred revenue, current and non-current

 

59,704

 

53,447

Total notes payable, net and indebtedness under revolving credit facility, including current portion

 

248,000

 

519,228

Convertible senior notes, net

 

269,924

 

Other liabilities

 

3,099

 

10,413

Total liabilities

 

$

796,861

 

$

723,720

Total stockholders' equity

 

$

557,642

 

$

535,768

 

VONAGE HOLDINGS CORP.

TABLE 2. SUMMARY CONSOLIDATED OPERATING DATA

(Dollars in thousands, except per line amounts)

(unaudited)

The table below includes revenues and cost of revenues that our management uses to measure the growth and operating
performance of the business focused portion of our business:

 
       

Business

Three Months Ended

 

Six Months Ended

 

June 30,

 

March 31,

 

June 30,

 

June 30,

 

2019

 

2019

 

2018

 

2019

 

2018

Revenues:

                 

Service revenues

$

180,014

 

$

159,345

 

$

127,692

 

$

339,359

 

$

243,994

Access and product revenues(1)

11,707

 

11,697

 

12,716

 

23,404

 

25,247

Service, access and product revenues

191,721

 

171,042

 

140,408

 

362,763

 

269,241

USF revenues

8,299

 

8,555

 

7,434

 

16,854

 

15,269

Total revenues

$

200,020

 

$

179,597

 

$

147,842

 

$

379,617

 

$

284,510

                   

Cost of Revenues:

                 

Service cost of revenues(2)

$

86,290

 

$

69,854

 

$

60,335

 

$

156,144

 

$

113,317

Access and product cost of revenues(1)

13,594

 

13,871

 

13,913

 

27,465

 

28,404

Service, access and product cost of revenues

99,884

 

83,725

 

74,248

 

183,609

 

141,721

USF revenues

8,299

 

8,555

 

7,434

 

16,854

 

15,274

Total cost of revenues

$

108,183

 

$

92,280

 

$

81,682

 

$

200,463

 

$

156,995

                   

Service margin %

52.1%

 

56.2%

 

52.7%

 

54.0%

 

53.6%

Gross margin % ex-USF (Service, access and product margin %)

47.9%

 

51.1%

 

47.1%

 

49.4%

 

47.4%

Gross margin %

45.9%

 

48.6%

 

44.8%

 

47.2%

 

44.8%

                             

(1) Includes customer premise equipment, access, professional services, and shipping and handling.

(2) Excludes depreciation and amortization of $7,978, $8,214, and $4,978 for the quarters ended June 30, 2019, March 31, 2019 and June 30, 2018,
respectively, and $16,192 and $9,951 for the six months ended June 30, 2019 and 2018, respectively.

 

The table below includes revenues and cost of revenues that our management uses to measure the growth and operating
performance of the consumer focused portion of our business:

       

Consumer

Three Months Ended

 

Six Months Ended

 

June 30,

 

March 31,

 

June 30,

 

June 30,

 

2019

 

2019

 

2018

 

2019

 

2018

Revenues:

                 

Service revenues

$

87,244

 

$

89,000

 

$

100,467

 

$

176,244

 

$

204,861

Access and product revenues(1)

60

 

68

 

289

 

128

 

380

Service, access and product revenues

87,304

 

89,068

 

100,756

 

176,372

 

205,241

USF revenues

10,260

 

10,876

 

11,277

 

21,136

 

23,697

Total revenues

$

97,564

 

$

99,944

 

$

112,033

 

$

197,508

 

$

228,938

                   

Cost of Revenues:

                 

Service cost of revenues(2)

$

8,861

 

$

9,258

 

$

12,375

 

$

18,119

 

$

26,389

Access and product cost of revenues(1)

917

 

997

 

1,870

 

1,914

 

3,664

Service, access and product cost of revenues

9,778

 

10,255

 

14,245

 

20,033

 

30,053

USF revenues

10,260

 

10,876

 

11,277

 

21,136

 

23,723

Total cost of revenues

$

20,038

 

$

21,131

 

$

25,522

 

$

41,169

 

$

53,776

                   

Service margin %

89.8%

 

89.6%

 

87.7%

 

89.7%

 

87.1%

Gross margin % ex-USF (Service, access and product margin %)

88.8%

 

88.5%

 

85.9%

 

88.6%

 

85.4%

Gross margin %

79.5%

 

78.9%

 

77.2%

 

79.2%

 

76.5%

                             

(1) Includes customer premise equipment, access, professional services, and shipping and handling.

(2) Excludes depreciation and amortization of $1,166, $1,204, $1,248 for the quarters ended June 30, 2019, March 31, 2019 and June 30, 2018, respectively,
and $2,370 and $2,709 for the six months ended June 30, 2019 and 2018, respectively.

 

The table below includes key operating data that our management uses to measure the growth and operating performance
of the business focused portion of our business:

     

Business

Three Months Ended

 

Six Months Ended

 

June 30,

 

March 31,

 

June 30,

 

June 30,

 

2019

 

2019

 

2018

 

2019

 

2018

Service revenue per customer

$

440

 

$

408

 

$

348

 

$

416

 

$

338

Business revenue churn

1.0%

 

1.2%

 

1.2%

 

1.0%

 

1.2%

 

The table below includes key operating data that our management uses to measure the growth and operating performance
of the consumer focused portion of our business:

 

Consumer

Three Months Ended

 

Six Months Ended

 

June 30,

 

March 31,

 

June 30,

 

June 30,

 

2019

 

2019

 

2018

 

2019

 

2018

Average monthly revenues per line

$

26.89

 

$

26.43

 

$

26.37

 

$

26.62

 

$

26.45

Subscriber lines (at period end)

1,185,835

 

1,232,857

 

1,393,131

 

1,185,835

 

1,393,131

Customer churn

1.7%

 

1.9%

 

1.7%

 

1.8%

 

1.8%

 

VONAGE HOLDINGS CORP.

TABLE 3. RECONCILIATION OF GAAP INCOME FROM OPERATIONS

TO ADJUSTED OIBDA AND TO ADJUSTED OIBDA MINUS CAPEX

(Dollars in thousands)

(unaudited)

       
 

Three Months Ended

 

Six Months Ended

 

June 30,

 

March 31,

 

June 30,

 

June 30,

 

2019

 

2019

 

2018

 

2019

 

2018

(Loss) Income from operations

$

(167)

 

$

(2,592)

 

$

13,375

 

$

(2,759)

 

$

31,043

Depreciation and amortization

20,662

 

21,214

 

19,062

 

41,876

 

35,862

Amortization of costs to implement cloud computing
arrangements

146

 

125

 

 

271

 

Share-based expense

11,271

 

7,940

 

8,497

 

19,211

 

15,206

Acquisition related transaction and integration costs

256

 

191

 

432

 

447

 

432

Acquisition related consideration accounted for as
compensation

 

 

559

 

 

1,386

Organizational transformation

5,371

 

4,658

 

3,011

 

10,029

 

3,120

Adjusted OIBDA

37,539

 

31,536

 

44,936

 

69,075

 

87,049

Less:

                 

Capital expenditures

(4,179)

 

(5,277)

 

(4,537)

 

(9,456)

 

(7,787)

Acquisition and development of software assets

(7,500)

 

(5,497)

 

(1,073)

 

(12,997)

 

(4,220)

Adjusted OIBDA Minus Capex

$

25,860

 

$

20,762

 

$

39,326

 

$

46,622

 

$

75,042

                                       

 

VONAGE HOLDINGS CORP.

TABLE 4. RECONCILIATION OF GAAP NET INCOME TO

NET INCOME EXCLUDING ADJUSTMENTS

(Dollars in thousands, except per share amounts)

(unaudited)

       
 

Three Months Ended

 

Six Months Ended

 

June 30,

 

March 31,

 

June 30,

 

June 30,

 

2019

 

2019

 

2018

 

2019

 

2018

Net income (loss)

$

4,524

 

$

(534)

 

$

8,559

 

$

3,990

 

$

33,083

Amortization of acquisition - related intangibles

13,818

 

14,179

 

8,594

 

27,997

 

17,424

Amortization of costs to implement cloud computing
arrangements

146

 

125

 

 

271

 

Amortization of debt discount

487

 

 

 

487

 

Acquisition related transaction and integration costs

256

 

191

 

432

 

447

 

432

Acquisition related consideration accounted for as
compensation

 

 

559

 

 

1,386

Organizational transformation

5,371

 

4,658

 

3,011

 

10,029

 

3,120

Tax effect on adjusting items

(4,217)

 

(4,022)

 

(4,177)

 

(8,239)

 

(7,478)

Net income excluding adjustments

$

20,385

 

$

14,597

 

$

16,978

 

$

34,982

 

$

47,967

Earnings per common share:

                 

Basic

$

0.02

 

$

 

$

0.04

 

$

0.02

 

$

0.14

Diluted

$

0.02

 

$

 

$

0.03

 

$

0.02

 

$

0.13

Weighted-average common shares outstanding:

                 

Basic

242,475

 

240,527

 

237,919

 

241,507

 

235,490

Diluted

249,720

 

240,527

 

248,256

 

249,521

 

248,373

Earnings per common share, excluding adjustments:

                 

Basic

$

0.08

 

$

0.06

 

$

0.07

 

$

0.14

 

$

0.20

Diluted

$

0.08

 

$

0.06

 

$

0.07

 

$

0.14

 

$

0.19

Weighted-average common shares outstanding:

                 

Basic

242,475

 

240,527

 

237,919

 

241,507

 

235,490

Diluted

249,720

 

246,346

 

248,256

 

249,521

 

248,373

 

 

VONAGE HOLDINGS CORP.

TABLE 5. RECONCILIATION OF BUSINESS SEGMENT - GAAP REVENUES AND SERVICE REVENUES

TO BUSINESS SEGMENT - ADJUSTED REVENUES, ADJUSTED SERVICE REVENUES, ADJUSTED APPLICATION SERVICE REVENUES AND ADJUSTED API PLATFORM SERVICE REVENUES

(Dollars in thousands)

(unaudited)

 
       
 

Three Months Ended

 

Six Months Ended

 

June 30,

 

March 31,

 

June 30,

 

June 30,

 

2019

 

2019

 

2018

 

2019

 

2018

                   

Business total revenues

$

200,020

 

$

179,597

 

$

147,842

 

$

379,617

   

$

284,510

 

Deferred revenue adjustment from acquired companies

1,656

 

2,499

 

 

4,155

 

Revenue from acquired companies (prior to acquisition) less
revenue from divested businesses

 

 

19,273

 

 

38,037

Outage credits and significant one-time items

(440)

 

 

933

 

(440)

 

933

Adjusted business total revenues

$

201,236

 

$

182,096

 

$

168,048

 

$

383,332

 

$

323,480

                   

Business service revenues

$

180,014

 

$

159,345

 

$

127,692

 

$

339,359

 

$

243,994

Deferred revenue adjustment from acquired companies

1,656

 

2,499

 

 

4,155

 

Revenue from acquired companies (prior to acquisition) less revenue from divested businesses

 

 

19,193

 

 

37,815

Outage credits and significant one-time items

(440)

 

 

933

 

(440)

 

933

Adjusted business service revenues

$

181,230

 

$

161,844

 

$

147,818

 

$

343,074

 

$

282,742

                   
                   

Business service revenues

$

180,014

 

$

159,345

 

$

127,692

 

$

339,359

 

$

243,994

Less: API Platform service revenue

78,082

 

59,863

 

52,319

 

137,945

 

94,306

Application service revenue

101,932

 

99,482

 

75,373

 

201,414

 

149,688

Deferred revenue adjustment from acquired companies

1,656

 

2,499

 

 

4,155

 

Revenue from acquired companies (prior to acquisition) less revenue from divested businesses

 

 

16,627

 

 

32,657

Outage credits and significant one-time items

(440)

 

 

933

 

(440)

 

933

Adjusted Application service revenues

$

103,148

 

$

101,981

 

$

92,933

 

$

205,129

 

$

183,278

                   
                   

Business service revenues

$

180,014

 

$

159,345

 

$

127,692

 

$

339,359

 

$

243,994

Less: Application service revenue

101,932

 

99,482

 

75,373

 

201,414

 

149,688

API Platform service revenue

78,082

 

59,863

 

52,319

 

137,945

 

94,306

Revenue from acquired companies prior to acquisition

 

 

2,566

 

 

5,158

Adjusted API platform service revenues

$

78,082

 

$

59,863

 

$

54,885

 

$

137,945

 

$

99,464

 

VONAGE HOLDINGS CORP.

TABLE 6. FREE CASH FLOW

(Dollars in thousands)

(unaudited)

       
 

Three Months Ended

 

Six Months Ended

 

June 30,

 

March 31,

 

June 30,

 

June 30,

 

2019

 

2019

 

2018

 

2019

 

2018

Net cash provided by operating activities

$

25,317

 

$

2,750

 

$

42,467

 

$

28,067

 

$

65,935

Less:

                 

Capital expenditures

(4,179)

 

(5,277)

 

(4,537)

 

(9,456)

 

(7,787)

Acquisition and development of software assets

(7,500)

 

(5,497)

 

(1,073)

 

(12,997)

 

(4,220)

Free cash flow

$

13,638

 

$

(8,024)

 

$

36,857

 

$

5,614

 

$

53,928

 

VONAGE HOLDINGS CORP.

TABLE 7. RECONCILIATION OF NOTES PAYABLE, INDEBTEDNESS UNDER REVOLVING CREDIT FACILITY, AND CAPITAL LEASES TO NET DEBT

(Dollars in thousands)

(unaudited)

         
   

June 30,

 

December 31,

   

2019

 

2018

         

Current portion of notes payable

 

 

10,000

Notes payable and indebtedness under revolving credit facility, net of current maturities

 

248,000

 

509,228

Convertible senior notes, net

 

269,924

 

Unamortized discount on debt

 

67,177

 

Unamortized debt related costs

 

7,899

 

772

Gross debt

 

593,000

 

520,000

Less:

       

Unrestricted cash

 

17,963

 

5,057

Net debt

 

$

575,037

 

$

514,943

                 
 

 

Use of Non-GAAP Financial Measures
This press release includes measures defined as non-GAAP financial measures by Regulation G adopted by the Securities and Exchange Commission, including: adjusted Operating Income Before Depreciation and Amortization ("adjusted OIBDA"), adjusted OIBDA less Capex, adjusted net income, adjusted business total revenue, adjusted business service revenue, constant currency, net debt (cash), and free cash flow.

Adjusted OIBDA
Vonage uses adjusted OIBDA as a principal indicator of the operating performance of its business.

Vonage defines adjusted OIBDA as GAAP income (loss) from operations excluding depreciation and amortization, share-based expense, acquisition related transaction and integration costs, change in contingent consideration, acquisition related consideration accounted for as compensation, organizational transformation costs and loss on sublease.

Vonage believes that adjusted OIBDA permits a comparative assessment of its operating performance, relative to its performance based on its GAAP results, while isolating the effects of depreciation and amortization, which may vary from period to period without any correlation to underlying operating performance; of share-based expense, which is a non-cash expense that also varies from period to period; of one-time acquisition related transaction and integration costs, acquisition related consideration accounted for as compensation and change in contingent consideration, organizational transformation costs and loss on sublease.

The Company provides information relating to its adjusted OIBDA so that investors have the same data that the Company employs in assessing its overall operations. The Company believes that trends in its Adjusted OIBDA are valuable indicators of the operating performance of the Company on a consolidated basis.

The Company does not reconcile its forward-looking adjusted OIBDA to the corresponding GAAP measure of income from operations due to the significant variability and difficulty in making accurate forecasts with respect to the various expenses we exclude, as they may be significantly impacted by future events the timing and nature of which are difficult to predict or are not within the control of management. As such, the Company has determined that reconciliations of this forward-looking non-GAAP financial measure to the corresponding GAAP measure is not available without unreasonable effort.

Adjusted OIBDA less Capex
Vonage uses adjusted OIBDA less Capex as an indicator of the operating performance of its business. The Company provides information relating to its adjusted OIBDA less Capex so that investors have the same data that the Company employs in assessing its overall operations. The Company believes that trends in its Adjusted OIBDA less Capex are valuable indicators of the operating performance of the Company on a consolidated basis because they provide our investors with insight into current performance and period-to-period performance.

Adjusted net income
Vonage defines adjusted net income, as GAAP net income (loss) excluding amortization of acquisition-related intangible assets, acquisition related transaction and integration costs, change in contingent consideration, acquisition related consideration accounted for as compensation, organizational transformation costs, loss on sublease and tax effect on adjusting items.

The Company believes that excluding these items will assist investors in evaluating the Company's operating performance and in better understanding its results of operations as amortization of acquisition-related intangible assets is a non-cash item, one-time acquisition related transaction and integration costs, change in contingent consideration, acquisition related consideration accounted for as compensation, loss on sublease and tax effect on adjusting items are not reflective of operating performance.

Constant Currency
Vonage reviews its results of operations on both an as reported and on a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance. We calculate constant currency percentages by converting our current period local currency financial results using the prior period exchange rates and comparing these adjusted amounts to our prior period reported results.

Net debt (cash)
Vonage defines net debt (cash) as the current maturities of capital lease obligations, current portion of notes payable, notes payable and indebtedness under revolving credit facility, net of current maturities and debt related costs, and capital lease obligations, net of current maturities, less unrestricted cash and marketable securities.

Vonage uses net debt (cash) as a measure of assessing leverage, as it reflects the gross debt under the Company's credit agreements and capital leases less cash available to repay such amounts. The Company believes that net cash is also a factor that first parties consider in valuing the Company.

Free cash flow
Vonage defines free cash flow as net cash provided by operating activities minus capital expenditures, purchase of intangible assets, and acquisition and development of software assets.

Vonage considers free cash flow to be a liquidity measure that provides useful information to management about the amount of cash generated by the business that, after the acquisition of equipment and software, can be used by Vonage for debt service and strategic opportunities. Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain non-discretionary obligations such as debt service that are not deducted from the measure.

The non-GAAP financial measures used by Vonage may not be directly comparable to similarly titled measures reported by other companies due to differences in accounting policies and items excluded or included in the adjustments, which limits its usefulness as a comparative measure. These non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.

Adjusted business total revenue and Adjusted business service revenue
Vonage defines adjusted business total revenue and adjusted business service revenues as business segment revenue and business segment service revenues to give effect for acquisition-related activities and other one-time items.

The Company does not reconcile its forward-looking adjusted business total revenue and adjusted business service revenue to the corresponding GAAP measures due to the significant variability and difficulty in making accurate forecasts with respect to the various acquisition-related and one-time events that we exclude, as they may be significantly impacted by future events the timing and nature of which are difficult to predict or are not within the control of management. As such, the Company has determined that reconciliations of these forward-looking non-GAAP financial measures to the corresponding GAAP measures is not available without unreasonable effort.

Safe Harbor Statement

This press release contains forward-looking statements, including statements about acquisitions, acquisition integration, financing activity, growth priorities or plans, revenues, adjusted OIBDA, churn, seats, lines or accounts, average revenue per user, cost of telephony services, capital expenditures, new products and related investment, and other statements that are not historical facts or information, that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. In addition, other statements in this press release that are not historical facts or information may be forward-looking statements. The forward-looking statements in this release are based on information available at the time the statements are made and/or management's belief as of that time with respect to future events and involve risks and uncertainties that could cause actual results and outcomes to be materially different. Important factors that could cause such differences include, but are not limited to: the competition we face; the expansion of competition in the cloud communications market; risks related to the acquisition or integration of businesses we have acquired; our ability to adapt to rapid changes in the cloud communications market; the nascent state of the cloud communications for business market; our ability to retain customers and attract new customers cost-effectively; the risk associated with developing and maintaining effective internal sales teams and effective distribution channels; security breaches and other compromises of information security; risks associated with sales of our services to medium-sized and enterprise customers; our reliance on third-party hardware and software; our dependence on third-party facilities, equipment, systems and services; system disruptions or flaws in our technology and systems; our ability to comply with data privacy and related regulatory matters; our ability to scale our business and grow efficiently; our dependence on third party vendors; the impact of fluctuations in economic conditions, particularly on our small and medium business customers; our ability to obtain or maintain relevant intellectual property licenses or to protect our trademarks and internally developed software; restrictions in our debt agreements that may limit our operating flexibility; our ability to obtain additional financing if required; our ability to raise funds necessary to settle conversion of the 2024 convertible senior notes; conditional conversion features of the convertible senior notes; the cash settlement of the convertible senior notes; the effects of the capped call transactions in connection with the convertible senior notes; fraudulent use of our name or services; intellectual property and other litigation that have been and may be brought against us; reliance on third parties for our 911 services; uncertainties relating to regulation of business services; risks associated with legislative, regulatory or judicial actions regarding our business products; risks associated with operating abroad; risks associated with the taxation of our business; governmental regulation and taxes in our international operations; liability under anti-corruption laws or from governmental export controls or economic sanctions; our dependence on our customers' unimpeded access to broadband connections; foreign currency exchange risk; our history of net losses and ability to achieve consistent profitability in the future; our ability to fully realize the benefits of our net operating loss carry-forwards if an ownership change occurs; certain provisions of our charter documents; and other factors that are set forth in the "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018 and in the Company's Quarterly Reports on Form 10-Q filed with the SEC. While the Company may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so except as required by law, and therefore, you should not rely on these forward-looking statements as representing the Company's views as of any date subsequent to today.

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SOURCE Vonage