Vonage Delivers Strong Second Quarter 2017 Results Highlighted by 44% Vonage Business GAAP Revenue Growth

HOLMDEL, N.J., Aug. 3, 2017 /PRNewswire/ -- Vonage Holdings Corp. (NYSE: VG), a leading provider of business cloud communications, today announced results for the quarter ended June 30, 2017.

Consolidated Results

"We had an outstanding second quarter, and we are pleased with the team's performance," said Alan Masarek, Vonage Chief Executive Officer. "We've taken bold steps to transform Vonage into a market leading business cloud communications company. Our value proposition is resonating well, and we are confident that our focus on delivering better business outcomes for our customers will lead to accelerated long-term growth."

"Within Vonage Business, we continue to execute on our priorities to accelerate UCaaS revenue growth within the Mid-market and Enterprise segments, as well as drive strong revenue growth in CPaaS. We also continue to pull the right levers to optimize and extend the value of Consumer Services, highlighted by record low churn."

For the second quarter of 2017, Vonage reported revenues of $252 million, an 8% increase from the year ago quarter. Income from Operations was $7 million, up from $5 million in the prior year. Adjusted Operating Income Before Depreciation and Amortization ("Adjusted OIBDA")(1 )was $41 million, up from $40 million in the prior year. GAAP net income was $5 million or $0.02 per share, up from $218 thousand or $0.00 per share in the year ago quarter. Adjusted net income(2 )was $15 million or $0.07 per share, up from $10 million or $0.05 per share in the year ago quarter.

Business Segment Results

    --  Vonage Business revenues, which include $35 million of Nexmo revenues,
        were $124 million. Nexmo revenues include an incremental $3.9 million as
        the Company determined it is required to report a portion of revenues on
        a gross rather than net basis. CPaaS organic revenue growth was 44%(3).
    --  The Company continues to see strong traction from Enterprise customers
        and signed four Enterprise deals representing $30 million in total
        contract value in the second quarter.
    --  Ending seats at Vonage Business were 683,000, up from 592,000 seats in
        the year ago quarter, a 15% increase.
    --  Vonage Business revenue churn was 1.4%, flat sequentially and from the
        prior year.
    --  The Vonage API Platform increased its registered developers to 309,000,
        a sequential increase of 61,000, a record number of quarterly developer
        adds.

Consumer Segment Results

    --  Consumer Services revenues were $128 million in the second quarter of
        2017 compared to $132 million in the first quarter of 2017. This
        represents the lowest sequential dollar revenue decline in 13 quarters.
    --  Consumer customer churn was a record reported low 1.9%.
    --  Average revenue per line ("ARPU") in Consumer Services was $26.33, up
        from $26.10 sequentially and down from $26.61 in the year ago period.
    --  The Consumer segment ended the second quarter with 1.6 million
        subscriber lines.

Patent Portfolio

Vonage continues to execute on its strategy to develop innovative technologies and to protect its valuable intellectual property. The Company was granted 11 new patents in the second quarter and now has more than 160 U.S. patents.

Guidance Update

Vonage is updating its CPaaS revenue expectations to reflect the Company's requirement to report a portion of Nexmo revenues on a gross rather than net basis, as well as higher organic growth. The Company now expects 2017 Business revenues, which includes both UCaaS and CPaaS, to increase from prior guidance by $15 million, equating to a range of $498 million to $504 million. Corresponding total revenue guidance is likewise adjusted to between $981 million and $996 million. The Company reaffirmed 2017 Adjusted OIBDA guidance of at least $165 million.

Conference Call and Webcast

Management will host a conference call to discuss the second quarter 2017 results and other matters on Thursday, August 3, 2017 at 8:30 AM Eastern Time. To participate, please dial (866) 807-9684 approximately 10 minutes prior to the call. International callers should dial (412) 317-5415.

A webcast will be available through Vonage's Investor Relations website at http://ir.vonage.com. A replay of the call and webcast will be available shortly after the conclusion of the call and may be accessed through Vonage's Investor Relations website at http://ir.vonage.com or by dialing (877) 344-7529. International callers should dial (412) 317-0088. The replay passcode is 10110947.

    1. This is a non-GAAP financial measure. Refer below to Table 3 for a
       reconciliation to GAAP income from operations.
    2. This is a non-GAAP financial measure. Refer below to Table 4 for a
       reconciliation to GAAP net income.
    3. 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. See Table 3 for reference.


                                                                                                                                 VONAGE HOLDINGS CORP.

                                                                                                                          TABLE 1. CONSOLIDATED FINANCIAL DATA

                                                                                                                    (Dollars in thousands, except per share amounts)


                                                                                                                                               Three Months Ended                                   Six Months Ended


                                                                                                                        June 30,                     March 31,            June 30,                            June 30,

                                                                                                                              2017                             2017                2016           2017                          2016
                                                                                                                              ----                             ----                ----           ----                          ----

                                                                                                                       (unaudited)                  (unaudited)          (unaudited)                        (unaudited)

                                                                                                                                                                      (revised) (1)                              (revised) (1)

    Statement of Income Data:

    Revenues                                                                                                                          $251,836                                  $243,347                                    $233,675             $495,183 $460,499


    Operating Expenses:

    Cost of service (excluding depreciation and amortization of $6,863,                                                     97,674                             87,596                      76,078                             185,270    145,228
                                                                            $6,782, $6,985, $13,645, and $13,818, respectively)

    Cost of goods sold                                                                                                       6,187                              7,293                       8,352                              13,480     17,418

    Sales and marketing                                                                                                     79,738                             81,931                      83,344                             161,669    162,945

    Engineering and development                                                                                              6,670                              8,370                       7,243                              15,040     14,077

    General and administrative                                                                                              36,514                             35,086                      35,053                              71,600     61,723

    Depreciation and amortization                                                                                           18,394                             17,947                      18,218                              36,341     35,197

                                                                                                                           245,177                            238,223                     228,288                             483,400    436,588
                                                                                                                           -------                            -------                     -------                             -------    -------

    Income from operations                                                                                                   6,659                              5,124                       5,387                              11,783     23,911

    Other income (expense):

    Interest income                                                                                                              4                                  5                          25                                   9         46

    Interest expense                                                                                                       (3,861)                           (3,703)                     (3,057)                            (7,564)   (5,503)

    Other income (expense), net                                                                                                686                              (220)                        104                                 466        258
                                                                                                                               ---                               ----                         ---                                 ---        ---

                                                                                                                           (3,171)                           (3,918)                     (2,928)                            (7,089)   (5,199)
                                                                                                                            ------                             ------                      ------                              ------     ------

    Income before income tax expense                                                                                         3,488                              1,206                       2,459                               4,694     18,712

    Income tax benefit (expense)                                                                                             1,337                              4,707                     (2,241)                              6,044   (10,563)
                                                                                                                             -----                              -----                      ------                               -----    -------

    Net income                                                                                                               4,825                              5,913                         218                              10,738      8,149
                                                                                                                             -----                              -----                         ---                              ------      -----

    Earnings per common share:

    Basic                                                                                                                                $0.02                                     $0.03                           $               -               $0.05    $0.04
                                                                                                                                         -----                                     -----                         ---             ---               -----    -----

    Diluted                                                                                                                              $0.02                                     $0.02                           $               -               $0.04    $0.04
                                                                                                                                         -----                                     -----                         ---             ---               -----    -----

    Weighted-average common shares outstanding:

    Basic                                                                                                                  223,492                            220,371                     213,558                             221,930    213,800
                                                                                                                           -------                            -------                     -------                             -------    -------

    Diluted                                                                                                                239,938                            239,486                     222,700                             239,923    223,978
                                                                                                                           -------                            -------                     -------                             -------    -------


    (1) Revised due to the correction of prior period financial statements.


                                                                                                                                                    VONAGE HOLDINGS CORP.

                                                                                                                                     TABLE 1. CONSOLIDATED FINANCIAL DATA  - (Continued)

                                                                                                                                      (Dollars in thousands, except per share amounts)


                                                                                                                                                                  Three Months Ended                                           Six Months Ended


                                                                                                                                            June 30,                 March 31,                  June 30,                         June 30,

                                                                                                                                                  2017                      2017                        2016                 2017                      2016
                                                                                                                                                  ----                      ----                        ----                 ----                      ----

                                                                                                                                           (unaudited)              (unaudited)               (unaudited)                       (unaudited)

                                                                                                                                                                                           (revised) (1)                                 (revised) (1)

    Statement of Cash Flow Data:

    Net cash provided by operating activities                                                                                                             $15,432                                            $17,261                                         $25,059            $32,693 $42,527

    Net cash used in investing activities                                                                                                      (7,518)                             (6,759)                           (171,908)                             (14,277)  (182,785)

    Net cash used in financing activities                                                                                                      (7,838)                            (13,540)                              135,318                             (21,378)    106,323

    Capital expenditures, intangible assets, and development of software                                                                       (8,798)                             (7,081)                            (10,396)                            (15,879)   (21,603)
    assets


         (1) Revised due to the adoption of new Accounting Standard Updates and the correction of prior period financial statements.


                                                                                                                                June 30,            December 31,

                                                                                                                                      2017                   2016
                                                                                                                                      ----                   ----

                                                                                                                               (unaudited)          (revised) (1)

    Balance Sheet Data (at period end):

    Cash and cash equivalents                                                                                                               $26,825                  $29,078

    Marketable securities                                                                                                                -                     601

    Restricted cash                                                                                                                  1,802                    1,851

    Accounts receivable, net of allowance                                                                                           36,185                   36,688

    Inventory, net of allowance                                                                                                      3,503                    4,116

    Prepaid expenses and other current assets                                                                                       28,111                   29,188

    Deferred customer acquisition costs, current and non-current                                                                     1,945                    3,136

    Property and equipment, net                                                                                                     44,688                   48,415

    Goodwill                                                                                                                       366,806                  360,363

    Software, net                                                                                                                   23,867                   21,971

    Intangible assets, net                                                                                                         188,076                  199,256

    Deferred tax assets                                                                                                            204,286                  184,210

    Other assets                                                                                                                    15,302                   16,793
                                                                                                                                    ------                   ------

    Total assets                                                                                                                           $941,396                 $935,666
                                                                                                                                           --------                 --------

    Accounts payable and accrued expenses                                                                                                  $107,215                 $139,946

    Deferred revenue, current and non-current                                                                                       31,531                   32,892

    Total notes payable, net of debt related costs and indebtedness under revolving credit facility, including current portion     314,703                  318,874

    Capital lease obligations                                                                                                        1,067                    3,428

    Other liabilities                                                                                                                4,710                    3,985
                                                                                                                                     -----                    -----

    Total liabilities                                                                                                                      $459,226                 $499,125
                                                                                                                                           --------                 --------

    Total stockholders' equity                                                                                                             $482,170                 $436,541
                                                                                                                                           --------                 --------


         (1) Revised due to the correction of prior period financial statements.


                                                                                                                                                                            VONAGE HOLDINGS CORP.

                                                                                                                                                                 TABLE 2. SUMMARY CONSOLIDATED OPERATING DATA

                                                                                                                                                                                 (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,

                                                                                                                                          2017                        2017                          2016                        2017                          2016
                                                                                                                                          ----                        ----                          ----                        ----                          ----

    Revenues:

       Service                                                                                                                                     $103,825                                                  $92,291                                                 $67,079              $196,116 $123,552

       Product (1)                                                                                                                      13,392                                    13,360                                     13,265                                    26,752      26,177
                                                                                                                                        ------                                    ------                                     ------                                    ------      ------

          Service and Product                                                                                                          117,217                                   105,651                                     80,344                                   222,868     149,729

       USF                                                                                                                               6,497                                     6,151                                      5,368                                    12,648       9,803
                                                                                                                                         -----                                     -----                                      -----                                    ------       -----

    Total Business Revenues                                                                                                                        $123,714                                                 $111,802                                                 $85,712              $235,516 $159,532


    Cost of Revenues:

       Service (2)                                                                                                                                  $49,246                                                  $39,195                                                 $22,527               $88,441  $37,930

       Product (1)                                                                                                                      12,456                                    13,202                                     12,902                                    25,658      25,364
                                                                                                                                        ------                                    ------                                     ------                                    ------      ------

          Service and Product                                                                                                           61,702                                    52,397                                     35,429                                   114,099      63,294

       USF                                                                                                                               6,497                                     6,151                                      5,369                                    12,648       9,814
                                                                                                                                         -----                                     -----                                      -----                                    ------       -----

    Cost of Revenues                                                                                                                                $68,199                                                  $58,548                                                 $40,798              $126,747  $73,108


    Service margin %                                                                                                                   52.6%                                    57.5%                                     66.4%                                    54.9%      69.3%

    Gross margin % ex-USF (Service and product margin %)                                                                                47.4%                                    50.4%                                     55.9%                                    48.8%      57.7%

    Gross margin %                                                                                                                     44.9%                                    47.6%                                     52.4%                                    46.2%      54.2%


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

    (2) Excludes depreciation and amortization of $5,003, $4,875, and $4,473 for the quarters ended June 30, 2017, March 31, 2017, and June 30, 2016, respectively and $9,878 and $8,792 for the six months ended June 30, 2017 and June 30, 2016, 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,

                                                                                                                                          2017                        2017                          2016                        2017                          2016
                                                                                                                                          ----                        ----                          ----                        ----                          ----

    Revenues:

       Service                                                                                                                                     $115,636                                                 $119,117                                                $133,462              $234,753 $271,234

       Product (1)                                                                                                                         201                                       203                                        160                                       404         307
                                                                                                                                           ---                                       ---                                        ---                                       ---         ---

          Service and Product                                                                                                          115,837                                   119,320                                    133,622                                   235,157     271,541

       USF                                                                                                                              12,285                                    12,225                                     14,341                                    24,510      29,426
                                                                                                                                        ------                                    ------                                     ------                                    ------      ------

    Total Business Revenues                                                                                                                        $128,122                                                 $131,545                                                $147,963              $259,667 $300,967


    Cost of Revenues:

       Service (2)                                                                                                                                  $21,435                                                  $22,100                                                 $25,727               $43,535  $52,247

       Product (1)                                                                                                                       1,942                                     2,016                                      3,564                                     3,958       7,865
                                                                                                                                         -----                                     -----                                      -----                                     -----       -----

          Service and Product                                                                                                           23,377                                    24,116                                     29,291                                    47,493      60,112

       USF                                                                                                                              12,285                                    12,225                                     14,341                                    24,510      29,426
                                                                                                                                        ------                                    ------                                     ------                                    ------      ------

    Cost of Revenues                                                                                                                                $35,662                                                  $36,341                                                 $43,632               $72,003  $89,538


    Service margin %                                                                                                                   81.5%                                    81.4%                                     80.7%                                    81.5%      80.7%

    Gross margin % ex-USF (Service and product margin %)                                                                                79.8%                                    79.8%                                     78.1%                                    79.8%      77.9%

    Gross margin %                                                                                                                     72.2%                                    72.4%                                     70.5%                                    72.3%      70.2%


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

    (2) Excludes depreciation and amortization of $1,860, $1,907, and $2,512 for the quarters ended June 30, 2017, March 31, 2017, and June 30, 2016, respectively and $3,767 and $5,026 for the six months ended June 30, 2017 and June 30, 2016, 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,

                                                                                                                            2017                        2017                         2016                        2017                         2016
                                                                                                                            ----                        ----                         ----                        ----                         ----

    Revenues (1)                                                                                                                     $123,714                                                $111,802                                                $85,712                                            $235,516 $159,532

    Average monthly revenues per seat (2)                                                                                              $43.99                                                  $43.98                                                 $44.76                                              $43.93   $44.65

    Seats (at period end) (2) (3)                                                                                        683,079                                  658,792                                    591,707                                  683,079                                   591,707

    Revenue churn (2)                                                                                                       1.4%                                    1.4%                                      1.4%                                    1.4%                                     1.4%


    (1) Includes revenue of $35,171, $26,245, and $7,698, respectively, for the quarters ended June 30, 2017, March 31, 2017, and June 30, 2016 and $61,416 and $7,698, respectively, for the six months ended June 30, 2017 and June 30, 2016 from CPaaS, which was acquired on June 3, 2016.

    (2) UCaaS only

    (3) Seats (at period end) included an adjustment of 13,352 for the three and six months ended June 30, 2016.


         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,

                                                                                             2017                        2017                         2016                        2017                        2016
                                                                                             ----                        ----                         ----                        ----                        ----

    Revenues                                                                                          $128,122                                                $131,545                                             $147,963            $259,667 $300,967

    Average monthly revenues per line                                                                   $26.33                                                  $26.10                                               $26.61              $26.18   $26.64

    Subscriber lines (at period end)                                                    1,594,857                                1,648,927                                  1,824,668                              1,594,857 1,824,668

    Customer churn                                                                           1.9%                                    2.2%                                      2.1%                                  2.0%     2.2%


                                                                                                              VONAGE HOLDINGS CORP.

                                                                                 TABLE 3. RECONCILIATION OF GAAP BUSINESS REVENUES TO ADJUSTED BUSINESS REVENUES

                                                                                                              (Dollars in thousands)

                                                                                                                   (unaudited)


                                                                                                     Three Months Ended                                               Six Months Ended


                                                                              June 30,                    March 31,                    June 30,                          June 30,

                                                                                   2017                             2017                      2016               2017                    2016
                                                                                   ----                             ----                      ----               ----                    ----

    Total Business revenues(1)                                                             $123,714                                        $111,802                                   $85,172             $235,516 $159,532


    Total UCaaS revenues (1)                                                                $88,543                                         $85,557                                   $78,014             $174,100 $151,834

    Early termination letter                                                          -                                 -                                (500)                            -     (500)

    Bad debt policy reclassification                                                  -                                 -                                (431)                            -     (431)

    Accounts receivable write-down                                                    -                               319                                     -                          319          -
                                                                                    ---                               ---                                   ---                          ---        ---

    Adjusted total UCaaS revenues                                                88,543                             85,876                                77,083                       174,419    150,903

    Hosted Infrastructure Sale                                                  (1,100)                           (1,621)                               (1,575)                      (2,721)   (3,022)
                                                                                 ------                             ------                                ------                        ------     ------

    Adjusted total UCaaS revenues                                                87,443                             84,255                                75,508                       171,698    147,881

    Less: Product revenues                                                       13,392                             13,360                                13,265                        26,752     26,177

    Less: USF revenues                                                            6,497                              6,151                                 5,368                        12,648      9,803

    Adjusted total UCaaS service revenues                                                   $67,554                                         $64,744                                   $56,875             $132,298 $111,901
                                                                                            -------                                         -------                                   -------             -------- --------


    Total CPaaS revenues (1)                                                                $35,171                                         $26,245                                    $7,698              $61,416   $7,698

    Nexmo pre-acquisition revenues                                                    -                                 -                               14,198                             -    14,198
                                                                                    ---                               ---                               ------                           ---    ------

    Pro forma CPaaS revenues                                                     35,171                             26,245                                21,896                        61,416     21,896

    Net-to-gross revenue reporting adjustment                                         -                             3,374                                 2,481                         3,374      2,481

    Adjusted total CPaaS revenues                                                           $35,171                                         $29,619                                   $24,377              $64,790  $24,377
                                                                                            -------                                         -------                                   -------              -------  -------


    (1) Total Business revenues is comprised of revenues from UCaaS and CPaaS


                                                                                     VONAGE HOLDINGS CORP.

                                                                    TABLE 4. RECONCILIATION OF GAAP INCOME FROM OPERATIONS

                                                                      TO ADJUSTED OIBDA AND TO ADJUSTED OIBDA MINUS CAPEX

                                                                                    (Dollars in thousands)

                                                                                          (unaudited)


                                                                                               Three Months Ended                                       Six Months Ended


                                                                            June 30,               March 31,              June 30,                        June 30,

                                                                                 2017                    2017                    2016              2017                  2016
                                                                                 ----                    ----                    ----              ----                  ----

    Income from operations                                                                $6,659                                       $5,124                                  $5,387                    $11,783              $23,911

    Depreciation and amortization                                              18,394                            17,947                         18,218                          36,341            35,197

    Share-based expense                                                         7,412                             7,064                          7,962                          14,476            14,265

    Acquisition related transaction and integration costs                          18                               139                          5,057                             157             5,150

    Organizational transformation                                               4,000                                 -                             -                          4,000                 -

    Acquisition related consideration accounted for as compensation             4,310                             6,763                          3,312                          11,073             3,312

    Adjusted OIBDA                                                             40,793                            37,037                         39,936                                    $77,830                     $81,835
                                                                               ------                            ------                         ------                                    -------                     -------

    Less:

    Capital expenditures                                                      (5,294)                          (3,701)                        (7,053)                                  $(8,995)                  $(15,948)

    Acquisition and development of software assets                            (3,504)                          (3,380)                        (3,343)                                  $(6,884)                   $(5,655)

    Adjusted OIBDA Minus Capex                                                           $31,995                                      $29,956                                 $29,540                    $61,951              $60,232
                                                                                         -------                                      -------                                 -------                    -------              -------


                                                                                                    VONAGE HOLDINGS CORP.

                                                                            TABLE 5. RECONCILIATION OF GAAP NET INCOME ATTRIBUTABLE TO VONAGE TO

                                                                                   NET INCOME ATTRIBUTABLE TO VONAGE EXCLUDING ADJUSTMENTS

                                                                                      (Dollars in thousands, except per share amounts)

                                                                                                         (unaudited)


                                                                                                            Three Months Ended                                     Six Months Ended


                                                                                            June 30,               March 31,                June 30,                           June 30,

                                                                                                 2017                    2017                       2016              2017                       2016
                                                                                                 ----                    ----                       ----              ----                       ----

                                                                                                                                       (revised) (1)                              (revised) (1)

    Net income                                                                                            $4,825                                          $5,913                                          $218            $10,738  $8,149

    Amortization of acquisition - related intangibles                                           9,069                             8,999                             8,274                                18,068    15,236

    Acquisition related transaction and integration costs                                          18                               139                             5,057                                   157     5,150

    Acquisition related consideration accounted for as compensation                             4,310                             6,763                             3,312                                11,073     3,312

    Organizational transformation                                                               4,000                                 -                                -                                4,000         -

    Tax effect on adjusting items                                                             (7,188)                          (6,569)                           (6,876)                             (13,757)   (9,791)
                                                                                               ------                            ------                            ------                               -------    ------

    Adjusted net income                                                                                  $15,034                                         $15,245                                        $9,985            $30,279 $22,056
                                                                                                         -------                                         -------                                        ------            ------- -------

    Earnings per common share:

    Basic                                                                                                  $0.02                                           $0.03                                  $          -             $0.05   $0.04
                                                                                                           -----                                           -----                                ---        ---             -----   -----

    Diluted                                                                                                $0.02                                           $0.02                                  $          -             $0.04   $0.04
                                                                                                           -----                                           -----                                ---        ---             -----   -----

    Weighted-average common shares outstanding:

    Basic                                                                                     223,492                           220,371                           213,558                               221,930   213,800
                                                                                              -------                           -------                           -------                               -------   -------

    Diluted                                                                                   239,938                           239,486                           222,700                               239,923   223,978
                                                                                              -------                           -------                           -------                               -------   -------

    Earnings per common share, excluding adjustments:

    Basic                                                                                                  $0.07                                           $0.07                                         $0.05              $0.14   $0.10
                                                                                                           -----                                           -----                                         -----              -----   -----

    Diluted                                                                                                $0.06                                           $0.06                                         $0.04              $0.13   $0.10
                                                                                                           -----                                           -----                                         -----              -----   -----

    Weighted-average common shares outstanding:

    Basic                                                                                     223,492                           220,371                           213,558                               221,930   213,800
                                                                                              -------                           -------                           -------                               -------   -------

    Diluted                                                                                   239,938                           239,486                           222,700                               239,923   223,978
                                                                                              -------                           -------                           -------                               -------   -------


    (1) Revised due to the correction of prior period financial statements.


                                                                                                                                             VONAGE HOLDINGS CORP.

                                                                                                                                            TABLE 6. FREE CASH FLOW

                                                                                                                                             (Dollars in thousands)

                                                                                                                                                  (unaudited)


                                                                                                                                          Three Months Ended                                          Six Months Ended


                                                                                                                        June 30,           March 31,                June 30,                       June 30,

                                                                                                                             2017                2017                       2016              2017                    2016
                                                                                                                             ----                ----                       ----              ----                    ----

                                                                                                                                                               (Revised) (1)                           (Revised) (1)

    Net cash provided by operating activities                                                                                     $15,432                                        $17,261                                    $25,059              $32,693 $42,527

    Less:

    Capital expenditures                                                                                                  (5,294)                      (3,701)                           (7,053)                           (8,995)   (15,948)

    Acquisition and development of software assets                                                                        (3,504)                      (3,380)                           (3,343)                           (6,884)    (5,655)
                                                                                                                           ------                        ------                            ------                             ------      ------

    Free cash flow                                                                                                                 $6,634                                        $10,180                                    $14,663              $16,814 $20,924
                                                                                                                                   ------                                        -------                                    -------              ------- -------


    (1) Revised due to the adoption of new Accounting Standard Updates and the correction of prior period financial statements.


                                                                                                                                              VONAGE HOLDINGS CORP.

                                                                                                                     TABLE 7. RECONCILIATION OF NOTES PAYABLE, INDEBTEDNESS UNDER REVOLVING

                                                                                                                                CREDIT FACILITY,  AND CAPITAL LEASES TO NET DEBT

                                                                                                                                             (Dollars in thousands)

                                                                                                                                                   (unaudited)


                                                                                                                                                                                            June 30,           December 31,

                                                                                                                                                                                                 2017                    2016
                                                                                                                                                                                                 ----                    ----

    Current maturities of capital lease obligations                                                                                                                                                     $1,021                    $3,288

    Current portion of notes payable                                                                                                                                                           18,750                    18,750

    Notes payable and indebtedness under revolving credit facility, net of current maturities and debt related costs                                                                          295,953                   300,124

    Unamortized debt related cost                                                                                                                                                                 859                     1,064

    Capital lease obligations, net of current maturities                                                                                                                                           46                       140
                                                                                                                                                                                                  ---                       ---

    Gross debt                                                                                                                                                                                316,629                   323,366
                                                                                                                                                                                              -------                   -------

    Less:

    Unrestricted cash and marketable securities                                                                                                                                                26,825                    29,679
                                                                                                                                                                                               ------                    ------

    Net debt                                                                                                                                                                                          $289,804                  $293,687
                                                                                                                                                                                                      --------                  --------

About Vonage
Vonage (NYSE: VG) is a leading provider of cloud communications services for business. Vonage transforms the way people work and businesses operate through a portfolio of cloud-based communications solutions that enable internal collaboration among employees, while also keeping companies closely connected with their customers, across any mode of communication, on any device. Vonage's API Platform provides tools for voice, messaging and phone verification services, allowing developers to embed contextual, programmable communications into mobile apps, websites and business systems, enabling enterprises to easily communicate relevant information to their customers in real time, anywhere in the world, through text messaging, chat, social media and voice. The Company also provides a robust suite of feature-rich residential communication solutions. In 2015 and 2016, Vonage was named a Visionary in the Gartner Magic Quadrant for Unified Communications as-a-Service, Worldwide. Vonage has also earned the Frost & Sullivan Growth Excellence Leadership Award for Hosted IP and Unified Communications and Collaboration (UCC) Services. For more information, visit www.vonage.com.

Use of Non-GAAP Financial Measures

This press release includes measures defined as non-GAAP financial measures by Regulation G adopted by the Securities and Exchange Commission, including: adjusted Operating Income Before Depreciation and Amortization ("adjusted OIBDA"), adjusted OIBDA less Capex, adjusted net income, net debt (cash), free cash flow and adjusted revenues.

Adjusted OIBDA

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

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

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

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

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

Adjusted OIBDA less Capex

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

Adjusted net income

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

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

Net debt (cash)

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

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

Free cash flow

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

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

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

Safe Harbor Statement

This press release contains forward-looking statements, including statements about acquisitions, acquisition integration, growth priorities or plans, revenues, adjusted OIBDA, churn, seats, lines or accounts, average revenue per user, cost of telephony services, the Company's share repurchase plan, capital expenditures, new products and related investment, and other statements that are not historical facts or information, that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. In addition, other statements in this press release that are not historical facts or information may be forward-looking statements. The forward-looking statements in this release are based on information available at the time the statements are made and/or management's belief as of that time with respect to future events and involve risks and uncertainties that could cause actual results and outcomes to be materially different. Important factors that could cause such differences include, but are not limited to: the competition we face; the expansion of competition in the cloud communications market; 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.

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SOURCE Vonage