News Release

Vonage Reports Second Quarter 2020 Financial Results

August 6, 2020 at 7:00 AM EDT

Second Quarter 2020 Highlights:

  • Consolidated Revenues of $311 million
  • Business Segment Revenues of $226 million
    • Business Service Revenues of $212 million, an 18% Increase
  • API Platform Revenues Increased 32%
  • Unified Communications & Contact Center Applications Service Revenues Increased 7%
  • Net Loss of $8 Million and Adjusted EBITDA of $42 million

HOLMDEL, N.J., Aug. 06, 2020 (GLOBE NEWSWIRE) -- Vonage Holdings Corp. (Nasdaq: VG), a global leader in cloud communications helping businesses accelerate their digital transformation, today announced results for the quarter ended June 30, 2020.

“We executed well in the second quarter and delivered strong financial results,” said Rory Read, Chief Executive Officer. “Business segment service revenues grew 18% year over year, driven by increasing demand for our Vonage Communications Platform. API Platform revenues grew 32%, with 163% year-over-year growth in high-value API services, an area where we will continue to invest to support future growth. API Platform revenue now accounts for 47% of our Business revenues up from 41% a year ago. 

“Our results in unified communications and contact center applications grew 7%, in line with expectations, despite COVID-19 headwinds. And, we continue to see momentum with larger customers, signing 11 new seven-figure total contract value deals. Going forward, we have more work to do and are building a highly-scalable streamlined go-to-market machine for our Applications products. We will focus on those customer segments where our products best fit, and where we create the most value and capture a disproportionate share of the market.”

Second Quarter 2020 Business Segment Highlights

  • Business segment revenues were $226 million. Business service revenues were $212 million, an 18% year-over-year increase
  • API Platform revenues grew 32%
    • High-Value API services revenues grew 163%, driven by strength in programmable video
  • Service Revenues from Applications customers grew 7% year over year
    • Service Revenues from Mid-market and Enterprise Applications customers (those with greater than $12,000 of ARR) grew 14%
    • Service Revenues from Enterprise Applications customers (those with greater than $120,000 of ARR) grew 22%
  • Business Service Revenue per Customer was $509 per month, up 16% from the year-ago quarter
  • Business Service Revenue Churn improved to 0.9% from 1.0% in the year-ago quarter

Read added, “We are at the beginning of a huge market-wide communications revolution as companies all over the world accelerate their digital transformation journeys. To capitalize on this opportunity, we are undertaking a business optimization and alignment project over the next 90 days to determine how to best focus our resources and guide our operating plans and execution over the next 30 months. We will balance investing for strong growth with financial discipline and efficiency.”

Second Quarter 2020 Consumer Segment Results

  • Consumer Revenues were $84 million, down 14% compared to the year-ago quarter
  • Customer churn improved to 1.5% from 1.7%
  • Average revenue per line ("ARPU") was $27.59, up $0.70
  • Ended the quarter with approximately 1 million Consumer subscriber lines
    • 93% of these customers are tenured over two years and 76% are tenured over five years

Consolidated Income and Balance Sheet
For the second quarter of 2020, Vonage reported consolidated revenues of $311 million, up from $298 million in the year-ago quarter. GAAP net loss was $8 million, or ($0.03) per share, versus a net income of $5 million in the prior-year period, or $0.02 per share. Second quarter adjusted net income(1) was $10 million or $0.04 per share, a decrease from $20 million or $0.08 per share in the prior-year period.

For the second quarter, the Company generated Adjusted EBITDA(2) of $42 million, and Adjusted EBITDA minus Capex(2) of $30 million. Net Cash from Operations was $36 million and Free Cash Flow(3) was $24 million for the quarter. As of June 30, 2020, the Company had a Net Debt to Last Twelve Months Adjusted EBITDA ratio of 3.2 times.

Update on Strategic Review of Consumer Segment
The Company plans to complete the review of the Consumer segment as part of its business optimization and alignment project. The project is expected to be completed in the fourth quarter of 2020.

Updated 2020 and Third Quarter Outlook
The Company is updating its 2020 guidance to reflect the strong second quarter, as well as an updated view on how COVID-19 and the current macroeconomic environment is affecting its business.

The Company is increasing its revenue guidance for 2020. For the full year, Vonage now expects the following, (based on constant currency as of August 2020):

  • Consolidated revenues in the range of $1.215 billion to $1.230 billion
  • Total Business Segment Revenues in the range of $885 million to $900 million (which includes approximately $21 million of USF revenues)
  • Total Consumer Segment Revenues in the $330 million area (which includes approximately $41 million of USF revenues)
  • Consolidated Adjusted EBITDA of between $150 to $155 million
  • Capex in the $55 million area

For the third quarter of 2020, Vonage expects the following:

  • Consolidated Revenues in the range of $307 million to $309 million
  • Total Business Segment Revenues in the range of $226 million to $228 million (which includes approximately $6 million of USF revenues)
  • Total Consumer Revenues in the $81 million area (which includes approximately $11 million of USF revenues)
  • Consolidated Adjusted EBITDA in the $36 million area

Conference Call and Webcast

The company will host a conference call to discuss its financial results for the second quarter of 2020 and other matters at 8:30 AM Eastern Time. To participate, please dial (877) 407-9716. International callers should dial (201) 493-6779.

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 (844) 512-2921 or (412) 317-6671 for international callers, and entering the passcode 13707112.

About Vonage

Vonage (Nasdaq:VG), a global cloud communications leader, helps businesses accelerate their digital transformation. Vonage's Communications Platform is fully programmable and allows for the integration of Video, Voice, Chat, Messaging and Verification into existing products, workflows and systems. Vonage's fully programmable unified communications and contact center applications are built from the Vonage platform and enable companies to transform how they communicate and operate from the office or anywhere, providing enormous flexibility and ensuring business continuity.

Vonage Holdings Corp. is headquartered in New Jersey, with offices throughout the United States, Europe, Israel, Australia and Asia. To follow Vonage on Twitter, please visit twitter.com/vonage. To become a fan on Facebook, go to facebook.com/vonage. To subscribe on YouTube, visit youtube.com/vonage.

Investor Contact: Hunter Blankenbaker, 732.444.4926, hunter.blankenbaker@vonage.com

Media Contact: Jo Ann Tizzano, 732.365.1363, joann.tizzano@vonage.com

(1) This is a non-GAAP financial measure. Refer below to Table 4 for a reconciliation to GAAP net (loss) income.
(2) This is a non-GAAP financial measure. Refer below to Table 3 for a reconciliation to GAAP net (loss) income.
(3) This is a non-GAAP financial measure. Refer below to Table 5 for a reconciliation to GAAP cash from operations.


VONAGE HOLDINGS CORP. 
TABLE 1. CONSOLIDATED FINANCIAL DATA
(Dollars in thousands, except per share amounts)
(unaudited)

  Three Months Ended   Six Months Ended
  June 30,   March 31,   June 30,   June 30,
  2020   2020   2019   2020   2019
Statement of Operations Data:                  
Service, access and product revenues $ 296,516     $ 283,077     $ 279,025     $ 579,593     $ 539,135  
USF revenues 14,017     14,380     18,559       28,397       37,990  
Total revenues 310,533     297,457     297,584       607,990       577,125  
                   
Operating Expenses:                  
Service, access and product cost of revenues (excluding depreciation and amortization of $11,148, $9,609, $9,144, $22,304, and $18,562, respectively) 119,971     113,038     109,662     233,009     203,642  
USF cost of revenues 14,017     14,380     18,559     28,397     37,990  
Sales and marketing 90,827     85,621     95,362     176,448     190,885  
Engineering and development 19,784     19,203     16,891     38,987     33,417  
General and administrative 42,820     40,882     36,615     83,702     72,074  
Depreciation and amortization 20,692     20,485     20,662     41,177     41,876  
  308,111     293,609     297,751     601,720     579,884  
Income (Loss) from operations 2,422     3,848     (167 )   6,270     (2,759 )
Other Income (Expense):                  
Interest expense (9,321 )   (8,082 )   (8,487 )   (17,403 )   (16,063 )
Other income (expense), net (38 )   229     (147 )   191     (563 )
  (9,359 )   (7,853 )   (8,634 )   (17,212 )   (16,626 )
Loss before income tax benefit (6,937 )   (4,005 )   (8,801 )   (10,942 )   (19,385 )
Income tax (expense) benefit (1,493 )   250     13,325     (1,243 )   23,375  
Net (loss) income $ (8,430 )   $ (3,755 )   $ 4,524     $ (12,185 )   $ 3,990  
(Loss) earnings per common share:                  
Basic $ (0.03 )   $ (0.02 )   $ 0.02     $ (0.05 )   $ 0.02  
Diluted $ (0.03 )   $ (0.02 )   $ 0.02     $ (0.05 )   $ 0.02  
Weighted-average common shares outstanding:                  
Basic 245,385     243,627     242,475     244,506     241,507  
Diluted 245,385     243,627     249,720     244,506     249,521  


VONAGE HOLDINGS CORP. 
TABLE 1. CONSOLIDATED FINANCIAL DATA - (Continued)
(Dollars in thousands, except per share amounts)
(unaudited)

  Three Months Ended   Six Months Ended
  June 30,   March 31,   June 30,   June 30,
  2020   2020   2019   2020   2019
Statement of Cash Flow Data:                  
Net cash provided by operating activities $ 36,300     $ 2,503     $ 25,317     $ 38,803     $ 28,067  
Net cash used in investing activities (12,009 )   (13,235 )   (11,679 )   (25,244 )   (22,453 )
Net cash (used in)  provided by financing activities (20,435 )   32,499     (12,761 )   12,064     8,025  
Capital expenditures, acquisition of intangible assets, acquisition and development of software assets (12,009 )   (13.235 )   (11,679 )   (25,054 )   (22,453 )


  June 30,   December 31,
  2020   2019
Balance Sheet Data:      
Cash and cash equivalents $ 47,565     $ 23,620  
Restricted cash 2,046     2,015  
Accounts receivable, net of allowance 114,554     101,813  
Inventory, net of allowance 997     1,475  
Prepaid expenses and other current assets 30,624     32,326  
Deferred customer acquisition costs, current and non-current 76,413     68,982  
Property and equipment, net 40,163     48,371  
Goodwill 593,722     602,970  
Operating lease right of use assets 31,329     50,847  
Software, net 60,521     40,300  
Intangible assets, net 214,284     249,905  
Deferred tax assets 110,040     108,347  
Other assets 33,631     33,729  
Total assets $ 1,355,889     $ 1,364,700  
       
Accounts payable and accrued expenses $ 174,850     $ 179,955  
Operating lease liabilities, current and non-current 36,438     58,199  
Deferred revenue, current  65,171     59,464  
Total notes payable, net and indebtedness under revolving credit facility, including current portion 245,500     220,500  
Convertible senior notes, net 283,619     276,658  
Other liabilities 2,672     2,862  
Total liabilities $ 808,250     $ 797,638  
Total stockholders' equity $ 547,639     $ 567,062  


 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,
  2020   2020   2019   2020   2019
Revenues:                  
Service revenues $ 212,310     $ 195,649     $ 180,014     $ 407,959     $ 339,359  
Access and product revenues(1) 9,109     10,122     11,707     19,231     23,404  
Service, access and product revenues excluding USF 221,419     205,771     191,721     427,190     362,763  
USF revenues 4,830     4,482     8,299     9,312     16,854  
Total revenues $ 226,249     $ 210,253     $ 200,020     $ 436,502     $ 379,617  
                   
Cost of Revenues:                  
Service cost of revenues(2) $ 100,638     $ 92,357     $ 86,290     $ 192,995     $ 156,144  
Access and product cost of revenues(1) 10,266     11,596     13,594     21,862     27,465  
Service, access and product cost of revenues excluding USF 110,904     103,953     99,884     214,857     183,609  
USF revenues 4,830     4,482     8,299     9,312     16,854  
Total cost of revenues $ 115,734     $ 108,435     $ 108,183     $ 224,169     $ 200,463  
                   
Service margin % 52.6 %   52.8 %   52.1 %   52.7 %   54.0 %
Gross margin % excluding USF (Service, access and product margin %) 49.9 %   49.5 %   47.9 %   49.7 %   49.4 %
Gross margin % 48.8 %   48.4 %   45.9 %   48.6 %   47.2 %

(1) Includes customer premise equipment, access, professional services, and shipping and handling.
(2) Excludes depreciation and amortization of $9,891, $8,519, and $7,978 for the quarters ended June 30, 2020, March 31, 2020 and June 30, 2019, respectively, and $19,679 and $16,192 for the six months ended June 30, 2020 and 2019, 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,
  2020   2020   2019   2020   2019
Revenues:                  
Service revenues $ 75,045     $ 77,243     $ 87,244     $ 152,288     $ 176,244  
Access and product revenues(1) 52     63     60     115     128  
Service, access and product revenues excluding USF 75,097     77,306     87,304     152,403     176,372  
USF revenues 9,187     9,898     10,260     19,085     21,136  
Total revenues $ 84,284     $ 87,204     $ 97,564     $ 171,488     $ 197,508  
                   
Cost of Revenues:                  
Service cost of revenues(2) $ 8,671     $ 8,512     $ 8,861     $ 17,183     $ 18,119  
Access and product cost of revenues(1) 396     573     917     969     1,914  
Service, access and product cost of revenues excluding USF 9,067     9,085     9,778     18,152     20,033  
USF revenues 9,187     9,898     10,260     19,085     21,136  
Total cost of revenues $ 18,254     $ 18,983     $ 20,038     $ 37,237     $ 41,169  
                   
Service margin % 88.4 %   89.0 %   89.8 %   88.7 %   89.7 %
Gross margin % excluding USF (Service, access and product margin %) 87.9 %   88.2 %   88.8 %   88.1 %   88.6 %
Gross margin % 78.3 %   78.2 %   79.5 %   78.3 %   79.2 %

(1) Includes customer premise equipment, access, professional services, and shipping and handling.
(2) Excludes depreciation and amortization of $1,257, $1,090, $1,166 for the quarters ended June 30, 2020, March 31, 2020 and June 30, 2019, respectively, and $2,625 and $2,370 for the six months ended June 30, 2020 and 2019, 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,
  2020   2020   2019   2020   2019
Service revenue per customer $ 509     $ 475     $ 440     $ 492     $ 416  
Business revenue churn 0.9 %   0.8 %   1.0 %   0.9 %   1.0 %

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,
  2020   2020   2019   2020   2019
Average monthly revenues per line $ 27.59     $ 27.35     $ 26.89     $ 27.40     $ 26.62  
Subscriber lines (at period end) 998,475     1,037,794     1,185,835     998,475     1,185,835  
Customer churn 1.5 %   1.8 %   1.7 %   1.6 %   1.8 %


VONAGE HOLDINGS CORP. 
TABLE 3. RECONCILIATION OF GAAP NET (LOSS) INCOME TO ADJUSTED EBITDA AND TO ADJUSTED EBITDA MINUS CAPEX
(Dollars in thousands)
(unaudited)

  Three Months Ended   Six Months Ended
  June 30,   March 31,   June 30,   June 30,
  2020   2020   2019   2020   2019
Net (loss) income $ (8,430 )   $ (3,755 )   $ 4,524     $ (12,185 )   $ 3,990  
Interest expense 9,321     8,082     8,487     17,403     16,063  
Income tax 1,493     (250 )   (13,325 )   1,243     (23,375 )
Depreciation and amortization 20,692     20,485     20,662     41,177     41,876  
Amortization of costs to implement cloud computing arrangements 668     609     146     1,277     271  
EBITDA 23,744     25,171     20,494     48,915     38,825  
                   
Share-based expense 11,326     11,116     11,271     22,442     19,211  
Acquisition related transaction and integration costs         256         447  
Organizational transformation (1) 3,925     1,194     3,884     5,119     7,869  
Other non-recurring items (2) 2,549     1,356     1,487     3,905     2,160  
Adjusted EBITDA 41,544     38,837     37,392     80,381     68,512  
Less:                  
Capital expenditures (1,968 )   (2,887 )   (4,179 )   (4,855 )   (9,456 )
Intangible assets (115 )   (75 )       (190 )    
Acquisition and development of software assets (9,926 )   (10,273 )   (7,500 )   (20,199 )   (12,997 )
Adjusted EBITDA Minus Capex $ 29,535     $ 25,602     $ 25,713     $ 55,137     $ 46,059  

(1) The costs identified as “Organizational transformation” are related to the Company’s announced goal of becoming a pure-play Business software-as-a-service (“SaaS”) company, offering a suite of communications solutions for businesses. These costs include employee related exits including CEO succession, system change management, facility exit costs, and rebranding.
(2) Other non-recurring items principally include certain litigation charges and other non-recurring project costs.


VONAGE HOLDINGS CORP.
TABLE 4. RECONCILIATION OF GAAP NET (LOSS) 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,
  2020   2020   2019   2020   2019
Net (loss) income $ (8,430 )   $ (3,755 )   $ 4,524     $ (12,185 )   $ 3,990  
Amortization of acquisition - related intangibles 13,681     13,779     13,818     27,460     27,997  
Amortization of costs to implement cloud computing arrangements 668     609     146     1,277     271  
Amortization of debt discount 3,109     3,054     487     6,163     487  
Acquisition related transaction and integration costs         256         447  
Organizational transformation (1) 3,925     1,194     3,884     5,119     7,869  
Other non-recurring items (2) 2,549     1,356     1,487     3,905     2,160  
Tax effect on adjusting items (5,026 )   (4,198 )   (4,217 )   (9,224 )   (8,239 )
Net income excluding adjustments $ 10,476     $ 12,039     $ 20,385     $ 22,515     $ 34,982  
(Loss) earnings per common share:                  
Basic $ (0.03 )   $ (0.02 )   $ 0.02     $ (0.05 )   $ 0.02  
Diluted $ (0.03 )   $ (0.02 )   $ 0.02     $ (0.05 )   $ 0.02  
Weighted-average common shares outstanding:                  
Basic 245,385     243,627     242,475     244,506     241,507  
Diluted 245,385     243,627     249,720     244,506     249,521  
Earnings per common share, excluding adjustments:                  
Basic $ 0.04     $ 0.05     $ 0.08     $ 0.09     $ 0.14  
Diluted $ 0.04     $ 0.05     $ 0.08     $ 0.09     $ 0.14  
Weighted-average common shares outstanding:                  
Basic 245,385     243,593     242,475     244,506     241,507  
Diluted 253,509     250,514     249,720     252,116     249,521  

(1) The costs identified as “Organizational transformation” are related to the Company’s announced goal of becoming a pure-play Business software-as-a-service (“SaaS”) company, offering a suite of communications solutions for businesses. These costs include employee related exits including CEO succession, system change management, facility exit costs, and rebranding.
(2) Other non-recurring items principally include certain litigation charges and other non-recurring project costs.


VONAGE HOLDINGS CORP.
TABLE 5. FREE CASH FLOW
(Dollars in thousands)
(unaudited)

  Three Months Ended   Six Months Ended
  June 30,   March 31,   June 30,   June 30,
  2020   2020   2019   2020   2019
Net cash provided by operating activities $ 36,300     $ 2,503     $ 25,317     $ 38,803     $ 28,067  
Less:                  
Capital expenditures (1,968 )   (2,887 )   (4,179 )   (4,855 )   (9,456 )
Intangible assets (115 )   (75 )       (190 )    
Acquisition and development of software assets (9,926 )   (10,273 )   (7,500 )   (20,199 )   (12,997 )
Free cash flow $ 24,291     $ (10,732 )   $ 13,638     $ 13,559     $ 5,614  


VONAGE HOLDINGS CORP.
TABLE 6. RECONCILIATION OF INDEBTEDNESS UNDER REVOLVING CREDIT FACILITY AND CONVERTIBLE SENIOR NOTES TO NET DEBT
(Dollars in thousands)
(unaudited)

  June 30,   December 31,
  2020   2019
Notes payable and indebtedness under revolving credit facility, net of current maturities 245,500     220,500  
Convertible senior notes, net 283,619     276,658  
Unamortized discount on debt 6,310     7,108  
Unamortized debt related costs 55,071     61,234  
Gross debt 590,500     565,500  
Less:      
Unrestricted cash 47,582     23,620  
Net debt $ 542,918     $ 541,880  


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 EBITDA, adjusted EBITDA less Capex, adjusted net income, constant currency, net debt (cash), and free cash flow.

Adjusted EBITDA

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

Vonage defines adjusted EBITDA as GAAP net income (loss) before interest, tax, depreciation and amortization, share-based expense, amortization of costs to implement cloud computing arrangements, acquisition related transaction and integration costs, organizational transformation costs and other non-recurring items. The costs identified as “organizational transformation” are related to the Company’s announced goal of becoming a pure-play Business software-as-a-service (“SaaS”) company, offering a suite of communications solutions for businesses. These costs include employee related exits, system change management, facility exit costs, and rebranding.

Vonage believes that adjusted EBITDA permits a comparative assessment of its operating performance, relative to its performance based on its GAAP results, while isolating the effects of interest, tax, 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, organizational transformation costs and other non-recurring items. Organizational transformation consists principally of costs in connection with exits of employees and facilities, system migration costs and certain professional related fees.  Other non-recurring items principally include certain litigation charges and other non-recurring project costs.

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

The Company does not reconcile its forward-looking adjusted EBITDA to the corresponding GAAP measure of net income because stock-based compensation expense and other non-recurring items cannot be reasonably calculated or predicted at this time as they may be significantly impacted by future events, the timing and nature of which cannot be reasonably calculated or predicted at this time.  Accordingly, a reconciliation is not available without unreasonable effort.

Adjusted EBITDA less Capex

Vonage uses adjusted EBITDA less Capex as an indicator of the operating performance of its business. The Company provides information relating to its adjusted EBITDA 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 EBITDA 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, amortization of costs to implement cloud computing arrangements, acquisition related transaction and integration costs, amortization of debt discount, organizational transformation costs, other non-recurring items 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, organizational transformation, other non-recurring items, and tax effect on adjusting items are not reflective of operating performance.  Organizational transformation consists principally of costs in connection with exits of employees and facilities, system migration costs and certain related professional fees.  Other non-recurring items principally include certain litigation charges and other non-recurring project costs.

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 indebtedness under revolving credit facility, convertible senior notes, discount on debt, and debt related costs less unrestricted cash.

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.

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 the outcome and timing of the strategic review of consumer and operational review, including whether or not the reviews result in a transaction and if so the nature and timing of any such transaction, our business transformation, financing activity, growth priorities or plans, revenues, adjusted EBITDA, churn, seats, lines or accounts, average revenue per customer, cost of communications 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 impact of the COVID-19 pandemic; 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; developing and maintaining market awareness and a strong brand; developing and maintaining 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 vendors; 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; the impact of fluctuations in economic conditions, particularly on our small and medium business customers; the effects of significant foreign currency fluctuations; our ability to obtain or maintain relevant intellectual property licenses or to protect our trademarks and internally developed software; fraudulent use of our name or services; restrictions in our debt agreements that may limit our operating flexibility; our ability to obtain additional financing if required; retaining senior executives and other key employees; intellectual property and other litigation that have been and may be brought against us; rapid developments in global API regulation and uncertainties relating to regulation of VoIP services; risks associated with legislative, regulatory or judicial actions regarding our business products; reliance on third parties for our 911 services; liability under anti-corruption laws or from governmental export controls or economic sanctions; actions of activist shareholders; risks associated with the taxation of our business; governmental regulation and taxes in our international operations; 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; risks associated with the settlement and conditional conversion of our Convertible Senior Notes; potential effects the capped call transactions may have on our stock in connection with our Convertible Senior Notes; 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 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 Holdings Corp