Vonage 2017 Results Powered by 33% GAAP Business Revenue Growth; Company Continues to Execute on Its Strategic Growth Initiatives

HOLMDEL, N.J., Feb. 21, 2018 /PRNewswire/ -- Vonage Holdings Corp. (NYSE: VG), a business cloud communications leader, today announced results for the quarter and full year ended December 31, 2017.

Consolidated Results

"We had an excellent fourth quarter concluding a transformational year, highlighted by consolidated revenues crossing the billion dollar mark, Vonage Business becoming our majority revenue segment, and record OIBDA of $180 million," said Vonage CEO Alan Masarek.

"In addition to our strong financial performance, we continued to innovate aggressively to transform Vonage into a differentiated business cloud communications company. Vonage's unique offering provides better business outcomes for our customers by enabling them to operate more efficiently and engage their customers in new, more meaningful ways. Our end-to-end solution is particularly critical as cloud adoption moves up market, and larger companies undergo their own digital transformations."

For the full year 2017, Vonage reported revenues of $1.0 billion, up from $956 million in the prior year. Income from operations was $59 million, up from $44 million in the prior year. Adjusted Operating Income Before Depreciation and Amortization ("Adjusted OIBDA")(1) was $180 million, a 13% increase over the prior year. GAAP net income was a loss of $34 million or $(0.15) per share for the full year 2017, compared with $13 million or $0.06 per share in 2016. GAAP net income was impacted by a $69 million non-cash charge reflecting the impact of the Tax Cuts and Jobs Act, which is primarily associated with the re-measurement of the Company's deferred tax balances at the 21% income tax rate. Adjusted net income(2 )was $67 million or $0.30 per share, up from $40 million, or $0.18 per share in the prior year.

For the fourth quarter of 2017, Vonage reported consolidated revenues of $254 million, up from $247 million in the year ago quarter. Income from operations was $23 million, up from $5 million in the prior year quarter. Adjusted OIBDA for the fourth quarter was $51 million, up from $37 million in the year ago quarter. GAAP net income was a loss of $55 million, or $(0.24) per share, down from a loss of $2 million in the prior year period, or ($0.01) per share. GAAP net income was impacted by a $69 million non-cash charge reflecting the impact of the Tax Cuts and Jobs Act as described above. Fourth quarter Adjusted net income was $21 million or $0.09 per share, up from $5 million or $0.02 per share.

Business Segment Results

    --  Vonage Business revenues were $134 million, representing 53% of total
        revenues and 21% GAAP growth in the fourth quarter of 2017. Full year
        revenues increased 33% to $499 million.
    --  Fourth quarter UCaaS revenues were $94 million, of which $74 million
        were service revenues. Service revenues increased 16% year-over-year on
        an organic(3) basis.
    --  UCaaS revenue churn was 1.2% in the fourth quarter of 2017, flat
        sequentially and down from 1.4% the prior year.
    --  Nexmo, the Vonage API Platform revenues were $40 million in the fourth
        quarter of 2017, a year-over-year increase of 36% on an organic(4)
        basis; full year Vonage API platform revenues were $140 million, up 39%
        year-over-year on an organic(4) basis.
    --  The Company increased its registered developers on the Vonage API
        Platform to 430,000, a sequential increase of 59,000.

Other Recent Vonage Business Highlights

    --  Released Vonage Business Cloud, the Company's next-generation,
        proprietary cloud communications platform. Vonage Business Cloud
        includes advanced mobile and desktop applications as well as
        collaboration built on Amazon Chime. The entire platform is deployed on
        Amazon Web Services, enabling faster innovation and accelerated
        international expansion.
    --  Expanded its award-winning SD-WAN solution, SmartWAN, to Vonage Business
        Cloud, allowing businesses to run their cloud communications using
        public broadband connections with Quality of Service.
    --  Earned Frost & Sullivan's Competitive Strategy Innovation and Leadership
        award for the Company's ability to deliver better business outcomes for
        its customers through comprehensive UCaaS and CPaaS capabilities
        combined with extensive third-party solutions integrations.
    --  Awarded FierceMarkets' Business Services Innovation Award for the
        Company's innovative, industry-leading Voice API.

Consumer Segment Results

    --  Consumer revenues were $120 million in the fourth quarter, down 12% from
        the prior year quarter, and the fifth consecutive quarter of a lower
        year-over-year rate of decline in revenue. Full year 2017 revenues were
        $503 million, down 13%.
    --  Consumer customer churn was 1.9%, flat sequentially and down from 2.2%
        in the year ago quarter.
    --  Average revenue per line ("ARPU") in Consumer was $26.33, up from $26.11
        in the year ago period.
    --  The Consumer segment ended the fourth quarter with approximately 1.5
        million subscriber lines.
    --  Consumer's tenured customers, defined as those with the Company for more
        than two years, increased to 82% of the base. The churn rate of this
        tenured cohort is 1.5%.

Balance Sheet

The Company generated Adjusted OIBDA of $51 million, and Adjusted OIBDA minus Capex(5) of $43 million in the fourth quarter. For the full year, the Company generated Adjusted OIBDA of $180 million and Adjusted OIBDA minus Capex of $147 million. The Company reduced debt by $90 million in 2017, resulting in a net debt to Last Twelve Months Adjusted OIBDA ratio of 1.1x. Vonage also repurchased 1.6 million shares of stock for $10 million at an average price of $5.95 under its current four-year $100 million program.

2018 Outlook

The Company's guidance reflects the adoption of the new Revenue from Contracts with Customers (Topic 606) revenue recognition standard that is effective beginning January 1, 2018. For 2018, Vonage expects the following:

    --  Consolidated revenues in the range of $1,030 million to $1,045 million
    --  Vonage Business revenues in the range of $590 million to $605 million,
        with first quarter 2018 Vonage Business revenues expected to be in the
        range of $136 million to $137 million
    --  Consumer revenues in the range of $435 million to $440 million
        reflecting the Company's continued focus on optimizing the business for
        cash flow
    --  Consolidated Adjusted OIBDA of at least $195 million, including the
        impact of Topic 606, with first quarter 2018 Adjusted OIBDA in the low
        $40 million area.
    --  Capex of approximately $35 million; Adjusted OIBDA minus capex of at
        least $160 million.

Conference Call and Webcast

Management will host a conference call to discuss fourth quarter and full year 2017 financial results and other matters at 8:30 AM Eastern Time. To participate, please dial (866) 807-9684. International callers should dial (412) 317-5415.

A live webcast of the event will be available on the Vonage Investor Relations site. 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 or by dialing (877) 344-7529 or (412) 317-0088, passcode 10116395.

    1. This is a non-GAAP financial measure. Refer below to Table 4 for a
       reconciliation to GAAP income from operations.
    2. This is a non-GAAP financial measure. Refer below to Table 5 for a
       reconciliation to GAAP net income.
    3. We define organic UCaaS growth as the increase in UCaaS revenues after
       giving pro forma effect for the exclusion of one-time items. See Table 3
       for reference.
    4. We define organic Vonage API Platform growth as the increase in Vonage
       API Platform revenues after giving pro forma effect for the change in
       accounting treatment with respect to certain Vonage API Platform revenues
       being recognized on a gross rather than net basis. See Table 3 for
       reference.
    5. This is a non-GAAP financial measure. Refer below to Table 4 for a
       reconciliation to GAAP net income.


                                                                                                VONAGE HOLDINGS CORP.

                                                                                        TABLE 1. CONSOLIDATED FINANCIAL DATA

                                                                                  (Dollars in thousands, except per share amounts)


                                                                                                    Three Months Ended                                       For the Years Ended


                                                                            December 31,                  September 30,            December 31,                       December 31,

                                                                                    2017                              2017               2016 (1)                       2017                  2016 (1)
                                                                                    ----                              ----                -------                       ----                   -------

                                                                                                        (unaudited)                                            (audited)

    Statement of Operations Data:

    Revenues                                                                                $254,020                                      $253,083                                  $246,763                         $1,002,286   $955,621


    Operating Expenses:

    Cost of services (excluding depreciation and amortization                     97,058                              96,632                          88,768                          378,960               321,373
    of $6,811, $6,852, $7,211, $27,308, and $28,489,
    respectively)

    Cost of goods sold                                                             6,208                               6,306                           7,768                           25,994                33,777

    Sales and marketing                                                           78,006                              73,576                          84,293                          313,251               330,969

    Engineering and development                                                    7,634                               6,956                           7,607                           29,630                29,759

    General and administrative                                                    24,126                              26,811                          34,043                          122,537               123,304

    Depreciation and amortization                                                 18,003                              18,179                          19,070                           72,523                72,285
                                                                                  ------                              ------                          ------                           ------                ------

                                                                                 231,035                             228,460                         241,549                          942,895               911,467
                                                                                 -------                             -------                         -------                          -------               -------

    Income from operations                                                        22,985                              24,623                           5,214                           59,391                44,154

    Other Income (expense):

    Interest income                                                                    5                                   3                              14                               17                    79

    Interest expense                                                             (3,483)                            (3,821)                        (3,565)                        (14,868)             (13,042)

    Other income (expense), net                                                      322                                 465                           (109)                           1,253                 (346)
                                                                                     ---                                 ---                            ----                            -----                  ----

                                                                                 (3,156)                            (3,353)                        (3,660)                        (13,598)             (13,309)
                                                                                  ------                              ------                          ------                          -------               -------

    Income before income tax expense                                              19,829                              21,270                           1,554                           45,793                30,845

    Income tax expense                                                          (75,102)                           (10,668)                         (3,592)                        (79,726)             (17,694)
                                                                                 -------                             -------                          ------                          -------               -------

    Net (loss) income                                                                      $(55,273)                                      $10,602                                  $(2,038)                         $(33,933)   $13,151
                                                                                            ========                                       =======                                   =======                           ========    =======

    Net (loss) income per common share:

    Basic                                                                                    $(0.24)                                        $0.05                                   $(0.01)                           $(0.15)     $0.06

    Diluted                                                                                  $(0.24)                                        $0.04                                   $(0.01)                           $(0.15)     $0.06
                                                                                              ======                                         =====                                    ======                             ======      =====

    Weighted-average common shares outstanding:

    Basic                                                                                   $229,339                                      $227,943                                  $218,375                           $225,311   $215,751

    Diluted                                                                      229,339                             242,720                         218,375                          225,311               231,941
                                                                                 =======                             =======                         =======                          =======               =======


    (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                                          For the Years Ended


                                                                                                                                     December 31,              September 30,            December 31,                    December 31,

                                                                                                                                             2017                        2017                 2016 (1)                    2017                2016 (1)
                                                                                                                                             ----                        ----                  -------                    ----                 -------

                                                                                                                                                                 (unaudited)                                                (audited)

    Statement of Cash Flow Data:

    Net cash provided by operating activities                                                                                                        $47,458                                           $47,907                                  $23,842            $128,058 $93,456

    Net cash used in investing activities                                                                                                 (7,111)                               (9,349)                        (2,812)                       (30,737)   (191,449)

    Net cash (used in) provided by financing activities                                                                                  (39,485)                              (35,379)                        (25,210)                       (96,242)      68,054

    Capital expenditures, intangible assets, and development of software                                                                  (8,061)                               (9,349)                        (8,767)                       (33,289)    (37,734)
    assets


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


                                                                                                                                    For the years ended December
                                                                                                                                                                31,

                                                                                                                                    2017                      2016 (1)
                                                                                                                                    ----                       -------

                                                                                                                               (audited)                   (audited)

    Balance Sheet Data (at period end):

    Cash and cash equivalents                                                                                                                $31,360                      $29,078

    Marketable securities                                                                                                              -                            601

    Restricted cash                                                                                                                1,967                           1,851

    Accounts receivable, net of allowance                                                                                         44,159                          36,688

    Inventory, net of allowance                                                                                                    2,971                           4,116

    Prepaid expenses and other current assets                                                                                     30,196                          29,188

    Deferred customer acquisition costs, current and non-current                                                                   1,418                           3,136

    Property and equipment, net                                                                                                   46,754                          48,415

    Goodwill                                                                                                                     373,764                         360,363

    Software, net                                                                                                                 22,252                          21,971

    Intangible assets, net                                                                                                       173,270                         199,256

    Deferred tax assets                                                                                                          110,892                         184,210

    Other assets                                                                                                                  19,678                          16,793
                                                                                                                                  ------                          ------

    Total assets                                                                                                                            $858,681                     $935,666
                                                                                                                                            ========                     ========

    Accounts payable and accrued expenses                                                                                                   $115,176                     $139,946

    Deferred revenue, current and non-current                                                                                     30,576                          32,892

    Total notes payable, net of debt related costs and indebtedness under revolving credit facility, including current portion   232,515                         318,874

    Capital lease obligations                                                                                                        140                           3,428

    Other liabilities                                                                                                              7,376                           3,985
                                                                                                                                   -----                           -----

    Total liabilities                                                                                                                       $385,783                     $499,125
                                                                                                                                            ========                     ========

    Total stockholders' equity                                                                                                              $472,898                     $436,541
                                                                                                                                            ========                     ========


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


                                                                                                                                                       VONAGE HOLDINGS CORP.

                                                                                                                                           TABLE 2. SUMMARY CONSOLIDATED OPERATING DATA

                                                                                                                                       (Dollars in thousands, except per line/seat amounts)

                                                                                                                                                            (unaudited)


         The table below includes revenues and cost of revenues that our management uses to measure the growth and operating performance of the business focused portion of our business:


     Business                                                                                                                                              Three Months Ended                                                  For the Years Ended


                                                                                                                                  December 31,               September 30,             December 31,                            December 31,

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

    Revenues:

       Service                                                                                                                                    $113,992                                              $109,483                                        $91,663              $419,591 $301,877

       Product (1)                                                                                                                      12,661                                 13,085                                   12,655                            52,498      52,450
                                                                                                                                        ------                                 ------                                   ------                            ------      ------

          Service and Product                                                                                                          126,653                                122,568                                  104,318                           472,089     354,327

       USF                                                                                                                               7,447                                  6,738                                    6,193                            26,833      22,025
                                                                                                                                         -----                                  -----                                    -----                            ------      ------

    Total Business Revenues                                                                                                                       $134,100                                              $129,306                                       $110,511              $498,922 $376,352


    Cost of Revenues:

       Service (2)                                                                                                                                 $51,716                                               $50,777                                        $38,697              $190,934 $111,485

       Product (1)                                                                                                                      12,666                                 12,702                                   12,664                            51,026      51,129
                                                                                                                                        ------                                 ------                                   ------                            ------      ------

          Service and Product                                                                                                           64,382                                 63,479                                   51,361                           241,960     162,614

       USF                                                                                                                               7,447                                  6,738                                    6,193                            26,833      22,036
                                                                                                                                         -----                                  -----                                    -----                            ------      ------

    Cost of Revenues                                                                                                                               $71,829                                               $70,217                                        $57,554              $268,793 $184,650


    Service margin %                                                                                                                   54.6%                                 53.6%                                   57.8%                            54.5%      63.1%

    Gross margin % ex-USF (Service and product margin %)                                                                                49.2%                                 48.2%                                   50.8%                            48.7%      54.1%

    Gross margin %                                                                                                                     46.4%                                 45.7%                                   47.9%                            46.1%      50.9%


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

    (2) Excludes depreciation and amortization of $5,169, $5,053, $5,013 for the quarters ended December 31, 2017, September 30, 2017 and December 30, 2016, respectively and $20,100 and $18,820 for the years ended December 31, 2017 and 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                                                    For the Years Ended


                                                                                                                                  December 31,               September 30,             December 31,                              December 31,

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

    Revenues:

       Service                                                                                                                                    $107,674                                              $111,913                                       $123,114              $454,340 $522,515

       Product (1)                                                                                                                          27                                     94                                      188                               525         702
                                                                                                                                           ---                                    ---                                      ---                               ---         ---

          Service and Product                                                                                                          107,701                                112,007                                  123,302                           454,865     523,217

       USF                                                                                                                              12,219                                 11,770                                   12,950                            48,499      56,052
                                                                                                                                        ------                                 ------                                   ------                            ------      ------

    Total Business Revenues                                                                                                                       $119,920                                              $123,777                                       $136,252              $503,364 $579,269


    Cost of Revenues:

       Service (2)                                                                                                                                 $17,485                                               $19,434                                        $22,834               $80,454 $100,054

       Product (1)                                                                                                                       1,733                                  1,517                                    3,198                             7,208      14,394
                                                                                                                                         -----                                  -----                                    -----                             -----      ------

          Service and Product                                                                                                           19,218                                 20,951                                   26,032                            87,662     114,448

       USF                                                                                                                              12,219                                 11,770                                   12,950                            48,499      56,052
                                                                                                                                        ------                                 ------                                   ------                            ------      ------

    Cost of Revenues                                                                                                                               $31,437                                               $32,721                                        $38,982              $136,161 $170,500


    Service margin %                                                                                                                   83.8%                                 82.6%                                   81.5%                            82.3%      80.9%

    Gross margin % ex-USF (Service and product margin %)                                                                                82.2%                                 81.3%                                   78.9%                            80.7%      78.1%

    Gross margin %                                                                                                                     73.8%                                 73.6%                                   71.4%                            72.9%      70.6%


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

    (2) Excludes depreciation and amortization of $1,642, $1,799, $2,198 for the quarters ended December 31, 2017, September 30, 2017 and December 30, 2016, respectively and $7,208 and $9,669 for the years ended December 31, 2017 and 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                                                   For the Years Ended


                                                                                             December 31,                   September 30,                  December 31,                               December 31,

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

    Revenues (1)                                                                                             $134,100                                           $129,306                                       $110,511                                       $498,922                                  $376,352

    Average monthly revenues per seat (2)                                                                      $43.71                                             $43.53                                         $44.65                                         $43.86                                    $44.94

    Seats (at period end) (2)                                                                     727,085                             709,736                                  638,096                           727,085                            638,096

    Revenue churn (2)                                                                                1.2%                               1.2%                                    1.4%                             1.3%                              1.4%


    (1) Includes revenues of $39,885, $38,364, and $26,541, respectively, for the three months ended December 31, 2017, September 30, 2017, and December 31, 2016 and $139,665 and $58,148, respectively, for the year ended December 31, 2017 and 2016 from CPaaS, which was acquired on June 3, 2016.

    (2) UCaaS only.


         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                                                   For the Years Ended
                                                                                                                                                                                    -------------------

                                                                                     December 31,               September 30,               December 31,                            December 31,

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

    Revenues                                                                                         $119,920                                                $123,777                                   $136,252            $503,364 $579,269

    Average monthly revenues per line                                                                  $26.33                                                  $26.29                                     $26.11              $26.19   $26.43

    Subscriber lines (at period end)                                                    1,492,067                                1,543,760                                1,711,366                     1,492,067 1,711,366

    Customer churn                                                                           1.9%                                    1.9%                                    2.2%                         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                                            For the Years Ended


                                                                              December 31,               September 30,                  December 31,                       December 31,

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

    Total Business revenues(1)                                                                $134,100                                         $129,306                                 $110,511             $498,922 $376,352


    Total UCaaS revenues (1)                                                                   $94,215                                          $90,942                                  $83,971             $359,257 $318,205

    Early termination letter                                                             -                               -                                     -                             -     (500)

    Bad debt policy reclassification                                                     -                               -                                     -                             -     (431)

    Accounts receivable write-down                                                       -                               -                                   300                            319          -
                                                                                       ---                             ---                                   ---                            ---        ---

    Adjusted total UCaaS revenues                                                   94,215                           90,942                                 84,271                        359,576    317,274

    Hosted Infrastructure Sale                                                           -                               -                               (1,660)                        (2,721)   (6,262)
                                                                                       ---                             ---                                ------                         ------     ------

    Adjusted total UCaaS revenues                                                   94,215                           90,942                                 82,611                        356,855    311,012

    Less: Product revenues                                                          12,661                           13,085                                 12,655                         52,498     52,450

    Less: USF revenues                                                               7,447                            6,738                                  6,193                         26,833     22,025
                                                                                     -----                            -----                                  -----                         ------     ------

    Adjusted total UCaaS service revenues                                                      $74,107                                          $71,119                                  $63,763             $277,524 $236,537
                                                                                               =======                                          =======                                  =======             ======== ========


    Total CPaaS revenues (1)                                                                   $39,885                                          $38,364                                  $26,541             $139,665  $58,148

    Nexmo pre-acquisition revenues                                                       -                               -                                     -                             -    34,225
                                                                                       ---                             ---                                   ---                           ---    ------

    Pro forma CPaaS revenues                                                        39,885                           38,364                                 26,541                        139,665     92,373

    Net-to-gross revenue reporting adjustment                                            -                               -                                 2,827                          3,374     10,267
                                                                                       ---                             ---                                 -----                          -----     ------

    Adjusted total CPaaS revenues                                                              $39,885                                          $38,364                                  $29,368             $143,039 $102,640
                                                                                               =======                                          =======                                  =======             ======== ========


    (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                                             For the Years Ended


                                                          December 31,              September 30,             December 31,                        December 31,

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

    Income from operations                                                $22,985                                              $24,623                                   $5,214                  $59,391       $44,154

    Depreciation and amortization                               18,003                                18,179                              19,070                          72,523       72,285

    Share-based expense                                          8,035                                 7,594                               9,462                          30,105       30,253

    Acquisition related transaction and integration costs            -                                   15                               (219)                            172        4,863

    Acquisition related consideration accounted for as             823                                   886                               6,813                          12,782       16,780
    compensation

    Change in contingent consideration                               -                                    -                            (4,110)                              -    (11,472)

    Organizational transformation                                1,101                                     -                                  -                          5,101        2,435

    Loss on sublease                                                 -                                    -                                744                               -         744

    Adjusted OIBDA                                                        $50,947                                              $51,297                                  $36,974                 $180,074      $160,042
                                                                          -------                                              -------                                  -------                 --------      --------

    Less:

    Capital expenditures                                                 $(6,125)                                            $(6,795)                                $(6,166)               $(21,915)    $(26,146)

    Intangible assets                                                $          -                                        $          -                                   $(50)           $           -        $(50)

    Acquisition and development of software assets                       $(1,936)                                            $(2,554)                                $(2,551)               $(11,374)    $(11,538)


    Adjusted OIBDA Minus Capex                                            $42,886                                              $41,948                                  $28,207                 $146,785      $122,308
                                                                          =======                                              =======                                  =======                 ========      ========


                                                                                                   VONAGE HOLDINGS CORP.

                                                                                       TABLE 5. RECONCILIATION OF GAAP NET INCOME TO

                                                                                              NET INCOME EXCLUDING ADJUSTMENTS

                                                                                      (Dollars in thousands, except per share amounts)

                                                                                                        (unaudited)


                                                                                                Three Months Ended                                       For the Years Ended


                                                                            December 31,               September 30,             December 31,                       December 31,

                                                                                    2017                         2017                  2016 (1)                       2017       2016 (1)
                                                                                    ----                         ----                   -------                       ----        -------

    Net (loss) income                                                                      $(55,273)                                            $10,602                          $(2,038)               $(33,933)   $13,151

    Amortization of acquisition - related intangibles                              9,220                                  9,257                              8,706                   36,545       32,016

    Acquisition related transaction and integration costs                              -                                    15                              (219)                     172        4,863

    Acquisition related consideration accounted for as                               823                                    886                              6,813                   12,782       16,780
    compensation

    Change in contingent consideration                                                 -                                     -                           (4,110)                       -    (11,472)

    Organizational transformation                                                  1,101                                      -                                 -                   5,101        2,435

    Loss on sublease                                                                   -                                     -                               744                        -         744

    Tax impact on TCJA                                                            69,378                                      -                                 -                  69,378            -

    Tax effect on adjusting items                                                (4,604)                               (4,197)                            (4,931)                (22,558)     (18,743)
                                                                                  ------                                 ------                             ------                  -------      -------

    Net income excluding adjustments                                                         $20,645                                             $16,563                            $4,965                  $67,487    $39,774
                                                                                             =======                                             =======                            ======                  =======    =======

    Net (loss) income per common share:

    Basic                                                                                    $(0.24)                                              $0.05                           $(0.01)                 $(0.15)     $0.06
                                                                                              ======                                               =====                            ======                   ======      =====

    Diluted                                                                                  $(0.24)                                              $0.04                           $(0.01)                 $(0.15)     $0.06
                                                                                              ======                                               =====                            ======                   ======      =====

    Weighted-average common shares outstanding:

    Basic                                                                        229,339                                227,943                            218,375                  225,311      215,751
                                                                                 =======                                =======                            =======                  =======      =======

    Diluted                                                                      229,339                                242,720                            218,375                  225,311      231,941
                                                                                 =======                                =======                            =======                  =======      =======

    Net income per common share, excluding adjustments:

    Basic                                                                                      $0.09                                               $0.07                             $0.02                    $0.30      $0.18
                                                                                               =====                                               =====                             =====                    =====      =====

    Diluted                                                                                    $0.08                                               $0.07                             $0.02                    $0.28      $0.17
                                                                                               =====                                               =====                             =====                    =====      =====

    Weighted-average common shares outstanding:

    Basic                                                                        229,339                                227,943                            218,375                  225,311      215,751
                                                                                 =======                                =======                            =======                  =======      =======

    Diluted                                                                      245,725                                242,720                            237,670                  241,933      231,941
                                                                                 =======                                =======                            =======                  =======      =======


    (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                                           For the Years Ended


                                                                                                                       December 31,           September 30,            December 31,                    December 31,

                                                                                                                               2017                     2017                 2016 (1)                    2017               2016 (1)
                                                                                                                               ----                     ----                  -------                    ----                -------

    Net cash provided by operating activities                                                                                       $47,458                                           $47,907                                 $23,842             $128,058 $93,456

    Less:

    Capital expenditures                                                                                                    (6,125)                           (6,795)                         (6,166)                       (21,915)   (26,146)

    Intangible assets                                                                                                             -                                 -                           (50)                              -      (50)

    Acquisition and development of software assets                                                                          (1,936)                           (2,554)                         (2,551)                       (11,374)   (11,538)
                                                                                                                             ------                             ------                          ------                         -------    -------

    Free cash flow                                                                                                                  $39,397                                           $38,558                                 $15,075              $94,769 $55,722
                                                                                                                                    =======                                           =======                                 =======              ======= =======


    (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)


                                                                                                                                                                                                                      For the years ended December 31,

                                                                                                                                                                                                                        2017                          2016
                                                                                                                                                                                                                        ----                          ----


    Current maturities of capital lease obligations                                                                                                                                                                                 $140                       $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                                                                                                 213,766                         300,124

    Unamortized debt related costs                                                                                                                                                                                       672                           1,064

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

    Gross debt                                                                                                                                                                                                       233,328                         323,366
                                                                                                                                                                                                                     =======                         =======

    Less:

    Unrestricted cash and marketable securities                                                                                                                                                                       31,360                          29,679
                                                                                                                                                                                                                      ------                          ------

    Net debt                                                                                                                                                                                                                    $201,968                     $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. 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.

Adjusted Revenues

Vonage uses adjusted Business revenues to illustrate the impact of one-time items for UCaaS and CPaaS revenues.

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.

(vg-f)

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SOURCE Vonage Holdings Corp.