38
1 Investor Presentation January 2018

January 2018 - Vonage/media/Files/V/Vonage-IR/...be brought against us; reliance on third parties for our 911 services; uncertainties relating to regulation of VoIP services; risks

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1

Investor PresentationJanuary 2018

2

Safe Harbor

Caution Concerning Forward-Looking StatementsVarious 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 OIBDA, churn, seats, lines or accounts, average revenue per user, cost of telephony services, the Company’s share repurchase plan, new

products and related investment, 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 1995. The forward-looking 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: the competition we face; the expansion of competition in the cloud communications

market; 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; the risk associated with developing and maintaining effective internal sales teams and effective distribution channels; risks related to the acquisition or

integration of businesses we have acquired; 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 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 comply with data privacy and related regulatory matters; our ability to obtain or maintain relevant intellectual property

licenses; failure to protect our trademarks and internally developed software; 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 VoIP services; risks associated with legislative, regulatory or judicial actions

regarding our CPaaS products; the impact of governmental export controls or sanctions on our CPaaS products; our ability to establish and expand strategic alliances; risks

associated with operating abroad; risks associated with the taxation of our business; risks associated with a material weakness in our internal controls; our dependence upon key

personnel; governmental regulation and taxes in our international operations; liability under anti-corruption laws; our dependence on our customers' existing broadband connections;

differences between our services and traditional telephone service; restrictions in our debt agreements that may limit our operating flexibility; foreign currency exchange risk; the

market for our stock; our ability to obtain additional financing if required; any reinstatement of holdbacks by our credit card processors; 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” in our Annual Report on Form 10-K for the year ended December 31, 2016, 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 MeasuresThis presentation contains non-GAAP financial measures (including adjusted operating income before depreciation and amortization (“adjusted OIBDA”), adjusted OIBDA less capex,

adjusted net income, net debt (cash),free cash flow, organic growth and adjusted revenues), 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 http://ir.vonage.com.

3

Industry Leader in Business Cloud Communications

Proven growth strategy via organic growth and M&A built on

Broad portfolio of Cloud Communications solutions

Powerful, iconic brand provides competitive advantage

Large scale network terminating billions of minutes and messages

Strong cash flows and balance sheet driven by Consumer

$8

$94

$219

$376

~$500

2013 2014 2015 2016 2017EGuidance

Vonage Business Revenues ($MM)

4

UCaaS and CPaaS are a Powerful Combination, Giving Vonage the Right Set of

Assets to Win in Cloud Communications

UCaaS | SaaS Delivery CPaaS | PaaS Delivery

Prebuilt PBX and

Contact Center Solution

Integration with

Business Apps

Embedded Real-Time

Communications

Programmable into

Apps and Software

Underlying Communications Platform

Voice SMS / Chat Conferencing Recording Video Analytics Call Controls

Common Network

MPLS QoSSmartWAN QoS Bring-your-own-broadband (OTT)

5

$41B

2021

$8BCPaaS

Vonage is a Leader Across the Large and Rapidly Growing Cloud Communications Market, Which is Comprised of Both UCaaS and CPaaS Delivery Models

Source: Vonage, IDC (2017)

$21B

2017

$1BCPaaS

$20BUCaaS $33B

UCaaS By 2021 the Cloud Communications TAM is expected

to double

6

Quality Network Foundation MPLS QoS SmartWAN QoS

Flexible Network OptionsBring-Your-

Own-BroadbandSmartWAN QoS

UCaaS Growth Driven by Two Purpose-Built Solutions

Enterprise

SMB

Pre

mie

rE

ss

en

tia

ls

Cloud-based PBX Mobile Optimized SaaS Integration Amazon Chime

AnalyticsVideo SIP TrunkingAdministrationUnified

Communications

Collaboration Contact

Center

SaaS

Integration

Self-ServiceVideo

7

1000+ Seats

250-999 Seats

50-249 Seats

Under50 Seats

Representative Customers

Vonage is Driving UCaaS Service Revenue Growth Within Mid-Market AND Enterprise Segments

Strong Mid-Market and Enterprise Presence Recent Mid-market and Enterprise Activity

2,400 employee win due to

SaaSIntegration SmartWAN Contact

Center

1,500 seat expansion due to

SmartWAN SaaSIntegration

47%of MRR from $1,000+ MRR

10,000 seat channel win due to

Analytics SaaS Integration

SmartWANand MPLS

8

(1) Excludes unqualified developer signups (2) Growth is organic. Adjusts for net-to-gross revenue reporting adjustment

Nexmo, the Vonage API Platform, Producing Strong Results

176 207249

309371

3Q'16 4Q'16 1Q'17 2Q'17 3Q'17

(in 0

00's

)

Registered Developers1

$26

$38

3Q'16 3Q'17

($ in

mm

's)

CPaaS Revenues

45% YoY2

Customers & Partners

9

Nexmo, the Vonage API Platform, Enables Developers to Easily Embed

Communications to Drive Better Business Outcomes

Key APIsEnterprise-Grade

Developer PlatformLimitless

Use Cases

Voice

SIP Trunks

Analytics

SMS

Chat

Call Control

Enhanced Customer Engagement• AI/Chatbots

• Social Media

• Comprehensive set of developer tools

• Backed by the Vonage network

• Direct to carrier connections

• Global reach with sales presence in 3

regions

• Phone numbers in 85 countries

Workflow Integration• In-App Calling & Messaging

• Geo-fenced Communications

Security• User Authentication

• Proxy Communications

10

Workplace Tools for CRM & Productivity

Integrating the Business Communications Value Chain Enhances Vonage’s Value Proposition

CPaaSfor Customers

CallControl ChatSMSVoice

UCaaSfor Employees

Voice Video ContactCenter

QoS

11

Vonage Brand Awareness is Significantly Higher Than Other Pure-Play UCaaS Market Participants

5%8%

56%

More than $2 billion invested to build brand

Extending the Vonage brand to business services has accelerated growth

Aided Brand AwarenessAmong Non-Customers

Source: Vonage small business brand tracking study, Fourth Quarter 2016

12

Vonage has the Most Robust Omni-channel Distribution Platform in Cloud Communications

Executing on Omni-channel

Distribution Strategy

• Opened 20 new field sales markets

• Hired new Channel Chief to accelerate Channel

UCaaS Salesforce Will Begin

Selling CPaaS Products

• Launched VonageReach, first integrated product using the Vonage API Platform

• Significant force multiplier to UCaaSsales teams

Accelerating CPaaS Salesforce

to Capitalize on the Growing

Enterprise Adoption

• Opened New European headquarters

in London

• Opened 3 sales offices in Shenzhen,

Beijing and Shanghai

Inside Sales Channel Sales Field Sales Enterprise Sales Developers

13

Vonage Cloud Communications Products Utilize the Same Network and Termination Relationships

As of September 30, 2017

20 Billion Minutes and Messages Per Year

Business Consumer1.5MSubscriber Lines1

VoIP

371KDevelopers1

CPaaS

710KSeats1

UCaaS

Cost

Quality

Common Network Infrastructure

Data Centers Points of Presence Diverse Redundant Backbone

Termination Network Peering Connections Volume Pricing Owned Phone Numbers

Global Carrier Presence

VONAGE, PROPRIETARY & CONFIDENTIAL

Financial Overview and Analysis

15

Cloud Communications Growth Strategy

1. GAAP Vonage Business Revenues

Q3 Year-Over-Year Business

Revenues Growth1

$24

$57

$106

$129

Q3'14 Q3'15 Q3'16 Q3'17

Organic

• Increase salesforce and geographic markets

• Expand Enterprise presence• Accelerate Product Innovation

Inorganic

• Disciplined Acquirer• Cost of capital advantage• Scaled platform to integrate

future acquisitions

16

Customers with Vonage for more than two years

Optimization of Consumer for Cash Flow Yielding Strong Results

14.6% 14.4%

14.0%

13.4%

12.9%

2.2%2.2%

2.2%

1.9% 1.9%

12.5%

13.0%

13.5%

14.0%

14.5%

15.0%

Q3'16 Q4'16 Q1'17 Q2'17 Q3'17

Improving Consumer Trends Successful optimization of Consumer driven by

• Historic-low Customer churn of 1.9%• Tenured customers1 increased to 81% of base• Stable ARPU

Consumer Customer Base

• ~1.5 million subscribers• >95% of all customers are active users• Active users average more than 500 minutes

per month

Consumer expected to generate $700 million of allocated after tax FCF between 4Q 2017 and 2021

17

Optimization of Consumer is Driving Strong Cash Flows

Third quarter consolidated

Adjusted OIBDA of $51 million

Expect Consumer to generate

more than $700 million of after-

tax free cash flow through 2021

Vonage Annual Adjusted OIBDA

$110M

2013

2.5%

$124M

2014

2.6%

$144M

2015

2.3%

$160M

2016

2.2%

Customer

Churn

$180M+

2017E

Guidance

2.0%

through

3Q’17

18

$995M

LTM Adjusted OIBDA - CAPEX

NOL

U.S. Patents

LTM Consolidated Revenues

$166M

$132M

$586M

160+

LTM Adjusted OIBDA Financial Strength and

Complementary Assets are a Strategic and Competitive Advantage

19

Capital Allocation Strategy

Invest to grow Vonage Business organically

• Invest in new markets, salesforce and

product expansion

Acquire selectively to grow Vonage Business

• Accretively acquire customers, sales force,

technologies, geographic footprint and / or

product

Maintain strategic and financial flexibility

• Operate Consumer for cash flow and

profitable subscriber base

• Manage leverage

Return capital to shareholders• Opportunistically execute share repurchase

through $100 million authorization

20

Proven and Experienced Leadership Team

Randy RutherfordChief Legal OfficerSince 2016

Johan HybinetteChief Information Security OfficerSince 2017

Omar JavaidChief Product Officer Since 2015

Sue QuackenbushChief HumanResources OfficerSince 2015

Ted GilvarChief Marketing Officer Since 2015

Alan MasarekChief Executive Officer Since 2014

David PearsonChief Financial Officer Since 2013

Kenny WyattChief Revenue Officer Since 2017

Vinod LalaChief Strategy Officer Since 2014

Sagi DudaiSVP, Software Engineering and NetworkSince 2012

21

THANK YOU

21

VONAGE, PROPRIETARY & CONFIDENTIAL

Third Quarter Financial Results

23

Recent Highlights

• Grew total consolidated revenues to $253 million, the 10th consecutive quarter of year-over-year growth- Grew Vonage Business revenues 21% organically year-over-year

- Grew Nexmo revenues 45% organically year-over-year

• Invested in Vonage Business growth initiatives- UCaaS: Expanded to 20 field sales offices and hired new Channel Chief

- CPaaS: Grew registered developers to over 300 thousand and expanded APAC presence with new sales offices

• Continued optimization of Consumer services- Reported customer churn of 1.9% and fourth consecutive quarter of lower year-over-year percentage revenue decline

- Increased 2017 revenue guidance to over $500 million and 2021 allocated free cash flow projection to over $700 million

• Delivered record Adjusted OIBDA of $51 million and Adjusted OIBDA - CAPEX of $42 million- Paid down $37 million of debt, resulting in leverage of 1.7x LTM net debt to Adjusted OIBDA

• Increased full year 2017 revenue guidance to at least $1.0 and as high as $1.005 billion and increased Adjusted OIBDA guidance to at least $180 million

24

Consolidated Revenues

• GAAP Consolidated revenues up 2%

from the prior year due to:

- Vonage Business organic growth

- Offset by managed decline in Consumer

• Vonage Business revenues

represented 51% of total revenues

- Positioned for accelerating top-line growth

3Q'16 2Q'17 3Q'17

($ in millions)

$252 $253$248Business

Consumer

25

Segment Revenues

• Vonage Business revenues up 22% GAAP from the prior year due to:– UCaaS organic service revenue growth of 16%

– CPaaS organic revenue growth of 45%

3Q'16 2Q'17 3Q'17

Service Product & USF

Business

Consumer

• Consumer revenues decline improving due to:– Lower Consumer customer churn

– Strong Customer usage dynamics

– Stable ARPU

$129$124$106

($ in millions)

3Q'16 2Q'17 3Q'17

Service Product & USF

$124$128$142

1. Growth rate is organic. We define organic growth as the increase in Business revenues after giving pro forma effect for the acquisition of Nexmo, the change in accounting treatment with respect to certain CPaaS revenues being recognized on a gross rather than net basis and the exclusion of one-time items.

21%

Organic

YoY1

22%

GAAP

YoY

26

Operating Expenses

• Consolidated Sales & Marketing down from

the prior year due to:

– Reduction in Consumer marketing

– Offset by increased Business marketing

3Q'16 2Q'17 3Q'17

Sales & Marketing

General & Administrative

• General and Administrative down from the

prior year due to lower:

– Employee-related costs

– Amortization of Nexmo deal consideration

to employees

– Bonus accrual

$74$80$84

($ in millions)

3Q'16 2Q'17 3Q'17

$27

$37

$28

27

Operating Income and Adjusted OIBDA1

1. This is a non-GAAP financial measure. Please refer to the end of the presentation for a reconciliation to GAAP income from operations.

($ in millions)

Income From Operations

Adjusted OIBDA1

• Operating Income and Adjusted OIBDA up from the prior year due to:– Lower S&M and G&A$15

$7

$25

3Q'16 2Q'17 3Q'17

$41 $41

$51

3Q'16 2Q'17 3Q'17

• Operating Income and Adjusted OIBDA up sequentially due to:– Lower S&M and G&A

– Higher revenue at stable gross margin % driving higher gross profit

28

Cash Flow and Balance Sheet

• Cash: $30 million

• Total debt: $279 million

• Net debt1: $249 million (Gross Debt less Unrestricted Cash and Marketable Securities)

Net debt/Adjusted OIBDA = 1.7x

Cash Flow ($ in millions) Q3 2017

Cash from operations $48

Capital expenditures and software ($9)

Free cash flow1 $39

Significant strategic and financial flexibility

Debt Repayment

• $37 million in debt repayment in Q3 2017

• $56 million in debt repayment YTD through September

1. This is a non-GAAP financial measure. Please refer to the end of the presentation for a reconciliation to GAAP income from operations.

29

Business Revenues Reconciliation

($ in millions) Q3-16 Q4-16 Q1-17 Q2-17 Q3-17

GAAP total UCaaS revenues $82.4 $84.0 $85.6 $88.5 $90.9

Bad debt policy reclassification - - - - -

Early termination fee - - - - -

Accounts receivable write-down (0.3) 0.3 0.3 - -

Total UCaaS revenues incl. one-time items (Non-GAAP) $82.1 $84.3 $85.9 $88.5 $90.9

Hosted Infrastructure Business1 (1.6) (1.7) (1.6) (1.1) -

Adjusted total UCaaS Revenues (non-GAAP) $80.5 $82.6 $84.3 $87.4 $90.9

Product 13.6 12.7 13.4 13.4 13.1

USF 6.0 6.2 6.2 6.5 6.7

Adjusted total UCaaS Service Revenues (non-GAAP) $60.9 $63.8 $64.7 $67.6 $71.1

GAAP total CPaaS revenue $23.9 $26.5 $26.2 $35.2 $38.4

Nexmo pre-acquisition revenues

Pro forma CPaaS revenues 23.9 26.5 26.2 35.2 38.4

Net-to-gross revenue reporting adjustment 2.5 2.8 3.4 - -

Adjusted total CPaaS revenues (non-GAAP) $26.4 $29.4 $29.6 $35.2 $38.4

GAAP Vonage Business revenues $106.3 $110.5 $111.8 $123.7 $129.3

1. Hosted Infrastructure Business sold on June 1, 2017- revenues only reported through the date of sale

30

Non-GAAP Reconciliation

31

Non-GAAP Reconciliation

32

Non-GAAP Reconciliation

33

Non-GAAP Reconciliation

VONAGE, PROPRIETARY & CONFIDENTIAL

Appendix

35

Vonage Essentials: Proprietary, Full-Featured Communication Solution

Enhanced Mid-Market Capabilities

Improved User Experience

• Built on AWS architecture enhancing reliability, scalability, and deployment flexibility

• Added SmartWAN for QoS over the public internet

• Conferencing + collaboration powered by Amazon Chime

• Redesigned mobile-first user experience improving the way employees communicate

• Automated onboarding and admin capabilities

• Launched self sign-up

36

Use Case: Proxy Voice Communications

Incoming call from (415) 555-0133

Connect users by phone without disclosing their phone numbers to improve privacy and avoid off-platform transactions

Benefits

● Protect user privacy● Avoid revenue leakage● Gain new insights

How Nexmo Can Help

● Deliver high quality voice with per second billing

● Provide real-time provisioning and event monitoring

37

Use Case: Customer Service via Social Media

RepairReturn

Great! Would you like to return or repair these shoes?

Are these the correct shoes?

Yes

Provide customer service via Facebook,

WeChat, or other social networks used

customers

Benefits

● Engage customers in their preferred apps

● Lower costs

● Create rich, branded experiences

How Nexmo Can Help

● Provide a single API for the most popular

social networks

● Offer Stable API despite frequent changes

by the chat platforms

38

Use Case: Location-based Customer Notifications

Mobile Order: Trevor C.ETA: 12:15 PM

THANKS TREVOR C.

ORDER CONFIRMED

Receive a notification when a customer is on

their way and prepare food for just in time

pickup.

Benefits

● Improve product quality

● Enhance customer loyalty

● Deliver unique customer experience

How Nexmo Can Help

● Create a virtual geographic boundary (geo-

fence) around a business

● Deliver Low-latency, high-deliverability

SMS

● Enable Voice & SMS support on the same

number