vg-20210805
0001272830False00012728302021-08-052021-08-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________ 
FORM 8-K  
 ____________________________ 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2021  
____________________________ 
 VONAGE HOLDINGS CORP.
(Exact Name of Registrant as Specified in Charter)  
 ____________________________ 
 
Delaware001-3288711-3547680
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
23 Main StreetHolmdel,NJ,07733
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (732528-2600
(Former Name or Former Address, if Changed Since Last Report)
____________________________ 
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001VGNasdaq Global Select Market



Item 2.02. Results of Operations and Financial Condition
On August 5, 2021, Vonage Holdings Corp. (the “Company”) announced its financial results for the quarter ended June 30, 2021. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
The Company is making references to non-GAAP financial information in both the press release and the referenced conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits

See accompanying Exhibit Index for a list of the exhibits furnished with this Current Report on Form 8-K.

EXHIBIT INDEX
99.1
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)
 

 

2


SIGNATURE
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 hereunto duly authorized.
 
VONAGE HOLDINGS CORP.
Date:August 5, 2021By:/s/ Stephen Lasher
Stephen Lasher
Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
 
3
Document


Exhibit 99.1
https://cdn.kscope.io/41a868b827906cf06aa7899a2aaf2261-vonagelogoa05a.jpg
Vonage Reports Second Quarter 2021 Financial Results

Vonage Communications Platform (VCP) Service Revenues Grew 23% Year over Year
Company Raises Full-year VCP Revenue and Adjusted EBITDA Guidance

HOLMDEL, N.J., August 5, 2021 -- 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, 2021.

Second Quarter 2021 Highlights:
Vonage Communications Platform Revenues of $276 million
VCP Service Revenues increased 23%
API Revenues increased 40%
Unified Communications & Contact Center Service Revenues increased 7%
Consolidated Net Income of $62 thousand and Adjusted EBITDA of $49 million
VCP adjusted EBITDA of $1 million marks the first quarter of VCP profitability

“We had a strong second quarter, demonstrating our continued operational execution and delivery against our strategic transformation plan. Our growth is being driven by product innovation and a stronger go-to-market focus in the areas where our products bring the greatest value to our customers, and we can win a disproportionate share of the market,” said Rory Read, Chief Executive Officer. “In the quarter, VCP service revenues increased 23% year over year. API revenues grew 40% driven by strong growth from new and existing customers, and broad-based demand across geographies, verticals and customer size.”

“Unified Communications (UC) and Contact Center (CC) service revenue growth increased to 7% in the second quarter. We continue to see an increasing need for combined UC and CC solutions, and 10 out of our top 15 deals in the quarter included an integrated UC and CC solution. Based on our pipeline, bookings, and improved execution, we are well positioned to accelerate revenue growth to the high single digits in the fourth quarter, and double digits growth in 2022.”

Read continued, “Customer needs are rapidly growing across their communications and engagement platforms, driven by secular tailwinds like cloud migration, digital transformation, and more recently, hybrid working models. Vonage is in a unique position to offer comprehensive Unified Communications, Contact Center and programmable APIs through our Vonage Communications Platform to meet these needs.”

Second Quarter 2021 Vonage Communications Platform Highlights (compared to the year-ago quarter)
Vonage Communications Platform revenues, which consist of Unified Communications, Contact Center and API revenues, were $276 million. VCP service revenues were $260 million, a 23% increase.
API revenues grew 40% driven by broad-based demand across geographies, verticals and customer size, and dollar-based net expansion (DBNE) was 125%.
Unified Communications and Contact Center service revenues grew 7%, ahead of expectations.
VCP Service Revenue per Customer was $632 per month, up 24%.




VCP Service Revenue Churn of 1.0% was essentially flat.

Second Quarter 2021 Consumer Segment Results (compared to the year-ago quarter)
Consumer Revenues were $75 million, down 11%.
Customer churn was unchanged at 1.5%.
Average revenue per line (ARPU) was $29.37, an increase of $1.78.
Ended the quarter with approximately 836 thousand consumer subscriber lines
95% of these customers are tenured over two years and 81% are tenured over five years.

Product Innovation
Increased Vonage Video API session size to 5,000 active participants and launched Multi-party Video SDK to serve the online learning, events and other markets.
Launched regional media zones to expand country coverage for Vonage’s Video API.
Enhanced Vonage’s Messages API with HIPAA compliance to serve the healthcare market.
Released 50+ enterprise-grade Vonage Business Communications (UC) calling and messaging features for Microsoft Teams integration.
Launched Vonage Contact Center (CC) integration with Salesforce for Service Cloud Voice for Partner Telephony.

Industry Accolades
Named a Leader in the IDC MarketScape: Worldwide CPaaS 2021 Vendor Assessment.
Named a Leader in the Aragon Research Globe™ for Unified Communications and Collaboration, 2021.
Recognized by Gartner Peer Insights 'Voice of the Customer': UCaaS Worldwide Report.
Vonage received a 94% Willingness to Recommend score from customers and a rating of 4.7/5.0 in the Product Capability category.
Named by Salesforce.org as winner of its 2021 Cross-Industry Independent Software Vendor (ISV) Partner of the Year EMEA Award for the second consecutive year.

Consolidated Income and Balance Sheet
For the second quarter of 2021, Vonage reported consolidated revenues of $351 million, up from $311 million in the year-ago quarter. GAAP net income was $62 thousand, or $0.00 per share, versus a net loss of $8 million in the prior-year period, or ($0.03) per share. Second quarter adjusted net income(1) was $13 million or $0.05 per share, up from adjusted net income(1) of $10 million or $0.04 per share in the prior-year period.

For the second quarter, the Company generated Adjusted EBITDA(2) of $49 million, and Adjusted EBITDA minus Capex(2) of $36 million. Net Cash from Operations was $42 million and Free Cash Flow(3) was $29 million for the quarter. As of June 30, 2021, the Company had a Net Debt to Last Twelve Months Adjusted EBITDA ratio of 2.5 times.

Updated 2021 and Third Quarter Outlook
For the full year 2021, the Company now expects the following:
Vonage Communications Platform segment revenues in the range of $1.095 billion to $1.106 billion; within this:
Vonage Communications Platform service revenues are expected to grow in the low 20% area
Consumer revenues in the $288 million range
Consolidated revenues in the range of $1.383 billion to $1.394 billion
Vonage Communications Platform adjusted EBITDA in the range of $4 million to $9 million
Consumer adjusted EBITDA in the $185 million range
Consolidated adjusted EBITDA in the range of $189 million to $194 million




Capex in the $65 million range

For the third quarter of 2021, Vonage expects the following:
Vonage Communications Platform revenues in the range of $276 million to $280 million
Vonage Communications Platform service revenues are expected to grow in the low 20% area
Consumer revenues in the $69 million range
Consolidated revenues in the range of $345 million to $349 million
Vonage Communications Platform adjusted EBITDA in the $1 million to $3 million range
Consumer adjusted EBITDA in the $45 million range
Consolidated Adjusted EBITDA in the range of $46 million to $48 million
Capex in the $16 million range

Conference Call and Webcast
The company will host a conference call to discuss its financial results for the second quarter of 2021 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 13714228.

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 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 income (loss).
(2) This is a non-GAAP financial measure. Refer below to Table 3 for a reconciliation to GAAP net income (loss).
(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 EndedSix Months Ended
 June 30, March 31, June 30, June 30,
 2021 2021 2020 2021 2020
Statement of Operations Data:
Service, access and product revenues$332,559 $314,793 $296,516 $647,352 $579,593 
USF revenues18,910 18,107 14,017 37,017 28,397 
Total revenues351,469 332,900 310,533 $684,369 $607,990 
Operating Expenses:
Service, access and product cost of revenues (excluding depreciation and amortization of $15,515, $13,647, $11,148, $29,162, and $22,304, respectively)149,887 138,680 119,971 288,567 233,009 
USF cost of revenues18,910 18,107 14,017 37,017 28,397 
Sales and marketing86,215 81,474 90,827 167,689 176,448 
Engineering and development22,710 20,360 19,784 43,070 38,987 
General and administrative43,301 44,933 42,820 88,234 83,702 
Depreciation and amortization22,284 20,417 20,692 42,701 41,177 
343,307 323,971 308,111 667,278 601,720 
Income from operations8,162 8,929 2,422 17,091 6,270 
Other Income (Expense):
Interest expense(7,081)(7,298)(9,321)(14,379)(17,403)
Other income (expense), net(288)174 (38)(114)191 
(7,369)(7,124)(9,359)(14,493)(17,212)
Income (Loss) before income tax expense793 1,805 (6,937)2,598 (10,942)
Income tax expense(731)(2,181)(1,493)(2,912)(1,243)
Net income (loss)$62 $(376)$(8,430)$(314)$(12,185)
Income (Loss) per common share:
Basic$— $— $(0.03)$— $(0.05)
Diluted$— $— $(0.03)$— $(0.05)
Weighted-average common shares outstanding:
Basic251,430 249,638 245,385 250,539 244,506 
Diluted259,962 249,638 245,385 250,539 244,506 







VONAGE HOLDINGS CORP.
TABLE 1. CONSOLIDATED FINANCIAL DATA - (Continued)
(Dollars in thousands, except per share amounts)
(unaudited)
Three Months EndedSix Months Ended
 June 30, March 31, June 30,June 30,
 2021 2021 2020 2021 2020
Statement of Cash Flow Data: 
Net cash provided by operating activities$42,203 $47,318 $36,300 $89,521 $38,803 
Net cash used in investing activities(12,736)(16,480)(12,009)(29,216)(25,244)
Net cash (used in) provided by financing activities(41,222)(21,019)(20,435)(62,241)12,064 
Capital expenditures, acquisition of intangible assets, acquisition and development of software assets(12,736)(16,480)(12,009)(29,216)(25,244)
 
June 30,December 31,
  2021 2020
Balance Sheet Data:  
Cash and cash equivalents $39,977 $43,078 
Restricted cash 2,097 1,919 
Accounts receivable, net of allowance 124,426 116,304 
Prepaid expenses and other current assets 38,050 38,361 
Deferred customer acquisition costs, current and non-current 91,350 85,690 
Property and equipment, net 28,244 31,621 
Goodwill622,423 624,328 
Operating lease right of use assets34,320 29,330 
Software, net 94,515 80,638 
Intangible assets, net 182,993 204,267 
Deferred tax assets104,752 106,374 
Other assets 34,481 33,926 
Total assets $1,397,628  $1,395,836 
Accounts payable and accrued expenses $198,933 $175,544 
Operating lease liabilities, current and non-current46,978 42,573 
Deferred revenue, current  61,721 65,506 
Total notes payable, net and indebtedness under revolving credit facility, including current portion 170,500 215,500 
Convertible senior notes, net298,060 290,784 
Other liabilities 3,379 3,155 
Total liabilities $779,571  $793,062 
Total stockholders' equity $618,057 $602,774 






VONAGE HOLDINGS CORP.
TABLE 2. SUMMARY CONSOLIDATED OPERATING DATA
(Dollars in thousands, except per line amounts)
(unaudited)

The table below includes summarized income statement information that our management uses to measure the operating performance of the Vonage Communications Platform focused portion of our business:
Vonage Communications PlatformThree Months EndedSix Months Ended
 June 30,March 31,June 30,June 30,
 20212021202020212020
Statement of Operations Data:
Revenues, access and product revenues$269,217 $249,040 $221,419 $518,257 $427,190 
USF revenues7,196 6,414 4,830 13,610 9,312 
Total revenues276,413 255,454 226,249 531,867 436,502 
Operating Expenses:
Service, access and product cost of revenues excluding depreciation and amortization140,979 129,643 110,904 270,622 214,857 
USF cost of revenues7,196 6,414 4,830 13,610 9,312 
Sales and marketing82,304 77,824 87,853 160,128 170,018 
Engineering and development21,721 19,523 17,890 41,244 34,728 
General and administrative41,009 40,768 38,764 81,777 75,432 
Depreciation and amortization22,055 20,080 19,650 42,135 38,848 
315,264 294,252 279,891 609,516 543,195 
Loss from operations$(38,851)$(38,798)$(53,642)$(77,649)$(106,693)

The table below includes revenues and cost of revenues that our management uses to measure the growth and operating performance of the Vonage Communications Platform focused portion of our business:
Vonage Communications PlatformThree Months Ended Six Months Ended
 June 30, March 31, June 30, June 30,
 2021 2021 2020 2021 2020
Revenues:
   Service revenues$260,452 $240,442 $212,310 $500,894 $407,959 
   Access and product revenues(1)
8,765 8,598 9,109 17,363 19,231 
      Service, access and product revenues excluding USF269,217 249,040 221,419 518,257 427,190 
   USF revenues7,196 6,414 4,830 13,610 9,312 
Total revenues$276,413 $255,454 $226,249 $531,867 $436,502 
Cost of Revenues:
   Service cost of revenues(2)
$130,351 $120,017 $100,638 $250,368 $192,995 
   Access and product cost of revenues(1)
10,628 9,626 10,266 20,254 21,862 
      Service, access and product cost of revenues excluding USF140,979 129,643 110,904 270,622 214,857 
   USF cost of revenues7,196 6,414 4,830 13,610 9,312 
Total cost of revenues$148,175 $136,057 $115,734 $284,232 $224,169 
Service margin %50.0 %50.1 %52.6 %50.0 %52.7 %
Gross margin % excluding USF (Service, access and product margin %)47.6 %47.9 %49.9 %47.8 %49.7 %
Gross margin %46.4 %46.7 %48.8 %46.6 %48.6 %
(1) Includes customer premise equipment, access, and shipping and handling.
(2) Excludes depreciation and amortization of $15,286, $13,310, and $9,891 for the quarters ended June 30, 2021, March 31, 2021 and June 30, 2020, respectively, and $28,596 and $19,679 for the six months ended June 30, 2021 and 2020, respectively.






The table below includes key operating data that our management uses to measure the growth and operating performance of the Vonage Communications Platform focused portion of our business:
Vonage Communications PlatformThree Months Ended Six Months Ended
 June 30, March 31, June 30, June 30,
 2021 2021 2020 2021 2020
Service revenue per customer$632 $582 $509 $607 $492 
Vonage Communications Platform service revenue churn1.0 %0.5 %0.9 %0.7%.0.9 %

The table below includes summarized income statement information that our management uses to measure the operating performance of the Consumer focused portion of our business:
ConsumerThree Months EndedSix Months Ended
 June 30,March 31,June 30,June 30,
 20212021202020212020
Statement of Operations Data:
Revenues, access and product revenues$63,342 $65,753 $75,097 $129,095 $152,403 
USF revenues11,714 11,693 9,187 23,407 19,085 
Total revenues75,056 77,446 84,284 152,502 171,488 
Operating Expenses:
Service, access and product cost of revenues excluding depreciation and amortization8,908 9,037 9,067 17,945 18,152 
USF cost of revenues11,714 11,693 9,187 23,407 19,085 
Sales and marketing3,911 3,650 2,974 7,561 6,430 
Engineering and development989 837 1,894 1,826 4,259 
General and administrative2,292 4,165 4,056 6,457 8,270 
Depreciation and amortization229 337 1,042 566 2,329 
28,043 29,719 28,220 57,762 58,525 
Income from operations$47,013 $47,727 $56,064 $94,740 $112,963 





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:
ConsumerThree Months Ended Six Months Ended
 June 30, March 31, June 30, June 30,
 2021 2021 2020 2021 2020
Revenues:
   Service revenues$63,289 $65,697 $75,045 $128,986 $152,288 
   Access and product revenues(1)
53 56 52 109 115 
      Service, access and product revenues excluding USF63,342 65,753 75,097 129,095 152,403 
   USF revenues11,714 11,693 9,187 23,407 19,085 
Total revenues$75,056 $77,446 $84,284 $152,502 $171,488 
Cost of Revenues:
   Service cost of revenues(2)
$8,412 $8,513 $8,671 $16,925 $17,183 
   Access and product cost of revenues(1)
496 524 396 1,020 969 
      Service, access and product cost of revenues excluding USF8,908 9,037 9,067 17,945 18,152 
   USF cost of revenues11,714 11,693 9,187 23,407 19,085 
Total cost of revenues$20,622 $20,730 $18,254 $41,352 $37,237 
Service margin %86.7 %87.0 %88.4 %86.9 %88.7 %
Gross margin % excluding USF (Service, access and product margin %)85.9 %86.3 %87.9 %86.1 %88.1 %
Gross margin %72.5 %73.2 %78.3 %72.9 %78.3 %
(1) Includes customer premise equipment and shipping and handling.
(2) Excludes depreciation and amortization of $229, $337, $1,257 for the quarters ended June 30, 2021, March 31, 2021 and June 30, 2020, respectively, and $566 and $2,625 for the six months ended June 30, 2021 and 2020, respectively.
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:
 
ConsumerThree Months Ended Six Months Ended
 June 30, March 31, June 30, June 30,
 2021 2021 2020 2021 2020
Average monthly revenues per line$29.37 $29.05 $27.59 $29.11 $27.4 
Subscriber lines (at period end)836,243 867,243 998,475 836,243 998,475 
Customer churn1.5 %1.9 %1.5 %1.7 %1.6 %






VONAGE HOLDINGS CORP.
TABLE 3. RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA AND TO ADJUSTED EBITDA MINUS CAPEX
(Dollars in thousands)
(unaudited)
 
Three Months EndedSix Months Ended
 June 30,March 31, June 30, June 30,
20212021 2020 20212020
Net income (loss)$62 $(376)$(8,430)$(314)$(12,185)
Interest expense7,081 7,298 9,321 14,379 17,403 
Income tax731 2,181 1,493 2,912 1,243 
Depreciation and amortization22,284 20,417 20,692 42,701 41,177 
Amortization of costs to implement cloud computing arrangements961 896 668 1,857 1,277 
EBITDA31,119 30,416 23,744 61,535 48,915 
Share-based expense15,762 14,566 11,326 30,328 22,442 
Organizational transformation (1)
— — 3,925 — 5,119 
Restructuring activities (2)
1,361 1,294 — 2,655 — 
Other non-recurring items (3)
563 1,891 2,549 2,454 3,905 
Adjusted EBITDA48,805 48,167 41,544 96,972 80,381 
Consumer Adjusted EBITDA$47,707 $50,013 $59,057 $97,720 $118,982 
VCP Adjusted EBITDA1,098 (1,846)(17,513)(748)(38,601)
Adjusted EBITDA48,805 48,167 41,544 96,972 80,381 
Less:
Capital expenditures(2,171)(2,553)(1,968)(4,724)(4,855)
Intangible assets(51)(62)(115)(113)(190)
Acquisition and development of software assets(10,514)(13,865)(9,926)(24,379)(20,199)
Adjusted EBITDA Minus Capex$36,069 $31,687 $29,535 $67,756 $55,137 

(1) The costs identified as “Organizational transformation” are related to the Company’s previously announced goal of becoming a pure-play 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) Restructuring activities relate to the Company's business-wide optimization and alignment project initiated in 2020 and include employee related exits and facility exit costs executed upon as part of the overall project..
(3) Other non-recurring items principally include certain litigation charges and other non-recurring project costs such as the review of the Consumer business and the business optimization project, both of which were initiated in 2020.





VONAGE HOLDINGS CORP.
TABLE 4. RECONCILIATION OF GAAP NET INCOME (LOSS) TO
NET INCOME EXCLUDING ADJUSTMENTS
(Dollars in thousands, except per share amounts)
(unaudited) 
Three Months EndedSix Months Ended
June 30,March 31,June 30,June 30,
20212021202020212020
Net income (loss)$62 $(376)$(8,430)$(314)$(12,185)
Amortization of acquisition - related intangibles10,791 10,794 13,681 21,585 27,460 
Amortization of costs to implement cloud computing arrangements961 896 668 1,857 1,277 
Amortization of debt discount3,217 3,261 3,109 6,478 6,163 
Organizational transformation (1)
— — 3,925 — 5,119 
Restructuring activities (2)
1,361 1,294 — 2,655 — 
Other non-recurring items (3)
563 1,891 2,549 2,454 3,905 
Tax effect on adjusting items(4,392)(4,715)(5,026)(9,107)(9,224)
Net income excluding adjustments$12,563 $13,045 $10,476 $25,608 $22,515 
Income (Loss) per common share:
Basic$— $— $(0.03)$— $(0.05)
Diluted$— $— $(0.03)$— $(0.05)
Weighted-average common shares outstanding:
Basic251,430 249,638 245,385 250,539 244,506 
Diluted259,962 249,638 245,385 250,539 244,506 
Income per common share, excluding adjustments:
Basic$0.05 $0.05 $0.04 $0.10 $0.09 
Diluted$0.05 $0.05 $0.04 $0.10 $0.09 
Weighted-average common shares outstanding:
Basic251,430 249,638 245,385 250,539 244,506 
Diluted259,962 259,031 253,509 259,326 252,116 

(1) The costs identified as “Organizational transformation” are related to the Company’s previously announced goal of becoming a pure-play 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) Restructuring activities relate to the Company's business-wide optimization and alignment project initiated in 2020 and include employee related exits and facility exit costs executed upon as part of the overall project..
(3) Other non-recurring items principally include certain litigation charges and other non-recurring project costs such as the review of the Consumer business and the business optimization project, both of which were initiated in 2020.


VONAGE HOLDINGS CORP.
TABLE 5. FREE CASH FLOW
(Dollars in thousands)
(unaudited)
 
Three Months EndedSix Months Ended
June 30,March 31,June 30,June 30,
20212021202020212020
Net cash provided by operating activities$42,203 $47,318 $36,300 $89,521 $38,803 
Less:
Capital expenditures(2,171)(2,553)(1,968)(4,724)(4,855)
Intangible assets(51)(62)(115)(113)(190)
Acquisition and development of software assets(10,514)(13,865)(9,926)(24,379)(20,199)
Free cash flow$29,467 $30,838 $24,291 $60,305 $13,559 






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,
20212020
Notes payable and indebtedness under revolving credit facility, net of current maturities $170,500 $215,500 
Convertible senior notes, net298,060 290,784 
Unamortized discount on debt4,716 5,512 
Unamortized debt related costs42,224 48,704 
Gross debt515,500 560,500 
Less:
Unrestricted cash39,977 43,078 
Net debt$475,523 $517,422 




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, restructuring activities, 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, restructuring activities 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. Restructuring activities relate to the Company's business-wide optimization and alignment project initiated in 2020 which included employee related exits and further facility exit costs executed upon as part of the overall project. Other non-recurring items principally include certain litigation charges including defense costs and other non-recurring project costs such as the Consumer business review and the business optimization project, both of which were initiated in 2020. The items excluded from adjusted EBITDA are not separately evaluated for each reportable operating segment.
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, restructuring activities, 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, restructuring activities, 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. Restructuring activities relate to the Company's business-wide optimization and alignment project initiated in 2020 which included employee related exits and further facility exit costs executed upon as part of the overall project. Other non-recurring items principally include certain litigation charges including defense costs and other non-recurring project costs such as the Consumer business review and the business optimization project, both of which were initiated in 2020.
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 regarding future financial results, 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: realizing the benefits of optimization and cost-saving initiatives; 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.
(vg-f)