to acquire First Quarter 2016 Earnings May 5, 2016

Transcription

1 to acquire First Quarter 2016 Earnings May 5, 2016

2 Safe Harbor Caution Concerning Forward-Looking Statements Various remarks that the Company makes contain forward-looking statements regarding acquisitions, acquisition integration, growth, growth priorities or plans, new products and related investment, revenues, adjusted EBITDA, churn, seats, lines or accounts, average revenue per user, cost of telephony services, the Company s share repurchase plan, capital expenditures, and other statements that are not historical facts or information constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of The forwardlooking statements 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: risks related to the integration of Nexmo and the anticipated future benefits resulting from the acquisition of Nexmo; the combined company s ability to react to trends and challenges in our business and the markets in which we operate; the combined company s ability to anticipate market needs or develop new or enhanced products to meet those needs; the adoption rate of the combined company s products; the combined company s ability to establish and maintain successful relationships with our distribution partners; the competition we face; the expansion of competition in the unified communications market; our ability to adapt to rapid changes in the market for voice and messaging services; our ability to retain customers and attract new customers; the risk associated with developing and maintaining effective internal sales teams; the risk associated with developing and maintaining effective distribution channels; risks related to the acquisition or integration of future businesses; security breaches and other compromises of information security; risks associated with sales of our UCaaS services to medium-sized and enterprise customers; our dependence on third party facilities, equipment, systems and services; system disruptions or flaws in our technology and systems; our ability to scale our business and grow efficiently; our reliance on third party hardware and software; 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; intellectual property and other litigation that have been and may be brought against us; failure to protect our trademarks and internally developed software; obligations and restrictions associated with data privacy; uncertainties relating to regulation of VoIP services; results of regulatory inquiries into our business practices; fraudulent use of our name or services; our ability to establish and expand strategic alliances; risks associated with operating abroad; liability under anti-corruption laws; governmental regulation and taxes in our international operations; our dependence upon key personnel; our dependence on our customers' existing broadband connections; restrictions in our debt agreements that may limit our operating flexibility; our ability to obtain additional financing if required; any reinstatement of holdbacks by our vendors; our history of net losses and ability to achieve consistent profitability in the future; and other factors that are set forth in the Risk Factors section and other sections of Vonage s Annual Report on Form 10-K for the year ended December 31, 2015, in the Company s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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, and therefore, you should not rely on these forward-looking statements as representing the Company's views as of any date subsequent to today. Non-GAAP Financial Measures This presentation contains non-gaap financial measures (including adjusted earnings before interest, taxes, depreciation and amortization ( adjusted EBITDA ), adjusted EBITDA less capex, adjusted net income, net debt (cash) and free cash flow), as defined in Regulation G adopted by the SEC. The Company provides a reconciliation of these non-gaap financial measures to the most directly comparable financial measure at the end of the presentation and in the Company's quarterly earnings releases, which can be found on the Vonage Investor Relations website at 2

3 First quarter 2016 and recent business highlights Reported consolidated revenues of $227 million, a $7 million year-over-year increase Delivered Adjusted EBITDA 1 of $42 million, a 11% year-overyear increase, and highest in five years Grew Vonage Business revenues by 76% year-over-year on a GAAP basis Significant Enterprise wins Signed definitive agreement to acquire Nexmo, a global leader in Communications-Platform-as-a-Service (CPaaS) Enterprise value of $230 million 1) This is a non-gaap financial measure. Please refer to the end of the presentation for a reconciliation to GAAP income from operations. 3

4 Vonage to acquire Nexmo, a global leader in CPaaS Definitive agreement to acquire Nexmo for an enterprise value of $230 million Includes management retention Additional success-based earnout opportunity of up to $20 million Nexmo is a global industry leader in Communications Platform-as-a-Service (CPaaS), or programmable API communications CPaaS provides cloud-based tools that allow developers and enterprises to embed contextual communications into websites, apps and business workflows Vonage is acquiring Nexmo for 2.0x or less 2017 projected revenues Combined platform will enable Vonage to become a global leader in cloud communications, providing a broad range of solutions to businesses and developers Deep Nexmo leadership and development team to join Vonage 4

5 Nexmo accelerates Vonage s growth strategy and leadership position in Cloud Communications Provides Vonage with immediate entrance and global presence in CPaaS, a market projected to grow to an $8 billion TAM by 2018; 165% CAGR Expands product set into app-to-app communications, WebRTC, contextual communications, chat apps emerging forms of cloud communications Strengthens Vonage s presence with leading global enterprise and technology customers and provides Nexmo immediate sales and marketing scale Deepens management expertise in technology sector and relationships with the developer community Creates competitive advantage in CPaaS through enhanced voice quality by leveraging Vonage s carrier-grade network Creates material cost synergies by combining global termination networks and relationships and G&A Advances Vonage s mission to become the clear leader in Cloud Communications 5

6 CPaaS enables companies to contextually communicate directly with their customers across any device and form of communications API SMS Voice Chat Apps Numbers Verify Illustrative Use Cases Helps the world s largest ride share community authenticate users through 2-factor-authentication Enables the leading app for deaf people by providing instantaneous speech-to-text and text-to-speech transcription of phone conversations Enables a leading global airline to connect their CRM software to chat apps, and send customer notifications including booking confirmation, check-in notification, boarding pass and flight status updates SMS and Voice APIs, combined with Nexmo Numbers, enable renters and hosts of the world s leading marketplace for vacation rentals to privately communicate, and receive notifications in real time Helps fast growing property portal instantly authenticate and match renters and buyers to real estate broker 6

7 CPaaS enables developers to embed voice, messaging and video directly into their applications and business process enabling contextual communications Communications Platform-as-a-Service Customers APIs Global Connectivity End Users Enterprises User Verifica+on SMS Developers Voice Video Messaging Chat Apps Carriers & ISPs IoT Virtual Numbers 7

8 Significantly expands Vonage s TAM by adding API products and global presence Worldwide CPaaS market growing at a 172% CAGR to an $8 billion opportunity by 2018 driven by: Businesses increasingly relying on app-based communications with customers (e.g. Uber, snapchat) Opportunities for more contextually intelligent communications Increasing demand for business workflow-integrated communications Consumers migrating to OTT chat apps (e.g. WeChat, Viber, Line) thereby requiring seamless customer engagement across multiple apps CPaaS market is Accelerating Explosively Global Cloud Communications is a Massive Opportunity ($ in Bn) $2.7 $7.5 $8 Billion CPaaS Opportunity $8 Billon North America UCaaS Opportunity CPaaS NA UCaaS $0.4 $1.0 $13 Billon Rest of World UCaaS Opportunity ROW UCaaS Source: IDC 2014 Source: IDC, Frost 8

9 Nexmo is a leader in API-Based cloud communications Key Statistics 7.3 Billion PHONES REACHED GLOBALLY 170 EMPLOYEES 350 ENTERPRISE CUSTOMERS 5,000+ TOTAL CUSTOMERS 650+ NETWORKS CONNECTED 114,000+ DEVELOPERS 99.9% ENTERPRISE CUSTOMER RETENTION 5 Billion API CALLS ANNUALLY % PLATFORM UPTIME 100% MARKET SHARE IN CHAT APPS Representative Customers snapchat WeChat Telegram 9

10 Nexmo is growing rapidly and is well positioned in the global developer community Key Facts Annual Revenue Headquartered in San Francisco High-powered software development team centered in London International offices in London, Singapore and Hong Kong Global data centers in Washington DC, London, Amsterdam and Singapore (000s) Registered Developers (2) 114 ($MM) $61 $43 $27 $ API Calls (3) (Bn) (1) Enterprise customers defined as customers with annual Nexmo spend of 50k euros or more (2) Represents developer sign-ups at year end (3) Annualized API calls for each year based on Q4 API calls multiplied by 4 10

11 Capturing the full growth potential of Cloud Communications requires leadership in both UCaaS and CPaaS Enterprise Cloud Communications Leadership UCaaS CPaaS Employee Focused Customer Focused Unifies a company s communications and moves it to the cloud Extends UCaaS outside the company s campus to their customers SMB 11

12 Combined offering expands sales channels and product set Channel inside sales channel sales field sales enterprise sales developers Business Product ESSENTIALS PREMIER PROGRAMMABLE SMB MID MARKET ENTERPRISE Nexmo s extensive developer relationships provide an additional sales channel for engaging with a wide range of business customers: SMBs (via IT consultants/integrators building solutions for these SMBs) Enterprises (via in-house shadow IT) Nexmo s product suite is a key part of UCaaS offerings 12

13 Vonage and Nexmo: A powerful combination Vonage Nexmo Combined Market $20 billion $8 billion $28 billion Regions addressed Primarily U.S. Primarily EMEA & Asia Pac Global scale Offerings Leading UCaaS Leading CPaaS Clear leader in Cloud Communications Telecom Experience Voice SMS Complete product portfolio Vonage s voice expertise and carrier-grade network together with Nexmo s APIs and global presence deliver industry-leading call quality 13

14 The new wave of Cloud Communications is coming and Vonage is ready Robust UCaaS and CPaaS platforms that will enable a new convergence of communications and business processes Underpenetrated market presents enormous opportunity to leverage brand, scale and experience to drive significant growth Proven leader already enabling new economy companies such as Uber and Alibaba and traditional companies like KLM and Daimler Natural extension to Vonage and a perfect complement both technologically and geographically The Global Leader in Cloud Communications 14

15 First Quarter 2016 Earnings May 5, 2016

16 Nexmo acquisition transaction details Valuation 2.0x or less 2017 revenues* - Compares favorably to SaaS, CPaaS and UCaaS names Projected annual synergies of approximately $5 million Immediately growth accretive Total consideration of $230 million At close: $195 million - Cash: $159 million (minimum) - Stock: $36 million (maximum) Consideration - Vonage election to substitute up to $23 million of cash for stock at close At or following one year - Employee restricted stock and restricted cash payout, for employees meeting vesting requirements - Cash: $13 million - Stock: $21 million Earn out opportunity: $0 - $20 million depending on performance realization, payable in stock or cash, at Vonage election Financing Structure Timing Combination of cash on hand + revolver capacity (includes committed accordion) Financing and M&A advisory / fairness opinion provided by J.P. Morgan Expected to close by end of 2Q Customary HSR review; no other regulatory or shareholder requirements *assumes full payment of earn-out component 16

17 Revenues ($ in millions) $220 Consolidated Revenues $230 $227 3% Y/Y GAAP Consolidated revenues up from the prior year as Business revenues offset the planned decline in Consumer 1Q '15 4Q '15 1Q '16 Vonage Business Revenues $71 $74 $42 76% Y/Y GAAP Strong business growth reflects continued execution of Vonage Business organic growth and acquisition strategy Q1 '15 Q4 '15 Q1 '16 17

18 Churn Consumer Customer Churn 2.4% 2.2% 2.2% 1Q '15 4Q '15 1Q '16 Consumer churn lower yearover-year due to continued focus on acquiring high-value customers and stability of tenured base - Lowest 1Q churn in 10 years Business Revenue Churn 1.4% 1.1% 1.3% Vonage Business revenue churn down year-over-year - Up sequentially due to several customers being acquired 1Q '15 4Q '15 1Q '16 18

19 Sales and Marketing ($ in millions) $90 $86 $80 1Q '15 4Q '15 1Q '16 Sales and Marketing down from the prior year and sequentially - Continued optimization and reduction of Consumer Sales and Marketing - Lowered Consumer acquisition costs - Offset by investment in building out Inside Sales and Field Sales headcount 19

20 Adjusted EBITDA 1 ($ in millions) $38 $34 $42 11% Y/Y Highest Adjusted EBITDA since Reflects strong cash flow generation from Consumer - Sequential increase due to lower Sales and Marketing and General and Administrative costs 1Q '15 4Q '15 1Q '16 1) This is a non-gaap financial measure. Please refer to the end of the presentation for a reconciliation to GAAP income from operations. 20

21 Balance Sheet, Cash Flow and Buyback Cash Flow ($ in millions) Q Cash from operations $15 Capital expenditures and software ($11) Free cash flow 2 $3 Cash 1 : $47 million Total debt: $205 million Net debt 2 : $159 million (Gross Debt less Unrestricted Cash and Marketable Securities) Net debt/adjusted EBITDA = 1.1x Stock Repurchase Program Repurchased 2.4 million shares for $11.3 million 2016 YTD Repurchased 51 million shares for $160 million since August 2012 Significant strategic and financial flexibility 1) Includes $2 million of restricted cash and $10 million of Marketable Securities 2) This is a non-gaap measure. Please refer to the end of the presentation for a reconciliation to GAAP. 21

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