Vonage Announces Strong Third Quarter 2018 Results and Completion of NewVoiceMedia Acquisition

HOLMDEL, N.J., Nov. 2, 2018 /PRNewswire/ -- Vonage Holdings Corp. (NYSE: VG), a business cloud communications leader, today announced results for the quarter ended September 30, 2018.

Consolidated Results

"Vonage delivered another strong quarter, as Business service revenues grew 23% and total Business revenues accounted for 59% of consolidated revenues," said Vonage CEO Alan Masarek. "These results underscore the tremendous progress that we are making with the development of our OneVonage technology platform, and in sales and marketing execution within the mid-market and enterprise segments."

For the third quarter of 2018, Vonage reported revenues of $262 million, a 3% increase from the year-ago quarter. The Company announced and closed the acquisition of TokBox, and announced the acquisition of NewVoiceMedia during the quarter. Both of these transactions had one-time deal-related costs and, in the case of TokBox, operating losses, that impacted earnings. Accordingly: Income from Operations was $15 million, down from $25 million in the prior year quarter; Adjusted Operating Income Before Depreciation and Amortization ("Adjusted OIBDA")(1 )was $50 million, down from $51 million in the prior year quarter; GAAP net income was $10 million or $0.04 per diluted share, down from $11 million or $0.04 per diluted share in the year-ago quarter; and Adjusted net income(2 )was $22 million or $0.09 per diluted share, up from $17 million or $0.07 per diluted share in the year-ago quarter.

Third Quarter Business Segment Results and Highlights

    --  Vonage Business total revenues were $154 million, representing 19% GAAP
        growth on a year-over-year basis.
    --  Vonage Business service revenues grew 23% to $134 million.
    --  Service Revenue per customer was $362 per month, a 12% year-over-year
        increase.
    --  Business Revenue Churn was 1.1%, improving from 1.2% in the year-ago
        quarter.
    --  Registered developers on Vonage's API Platform increased to 696,000.

Third Quarter Consumer Segment Results and Highlights

    --  Consumer revenues were $108 million compared to $124 million in the
        prior year, a decline of 13%.
    --  Consumer customer churn was 1.8%, improving from 1.9% in the year-ago
        quarter.
    --  Average revenue per line ("ARPU") in Consumer was $26.30, roughly flat
        compared to the year-ago quarter.
    --  The Consumer segment ended the quarter with approximately 1.3 million
        subscriber lines.
    --  Consumer's tenured customers, defined as those with the Company for more
        than two years, increased to 85% of the base. The churn rate of this
        tenured cohort is 1.5%.

Completed Acquisition of NewVoiceMedia

On October 31, Vonage completed the acquisition of privately-held NewVoiceMedia, an industry-leading cloud Contact Center-as-a-Service (CCaaS) provider, for an equity price of $350 million in cash.

NewVoiceMedia was the largest privately-owned, pure-play, cloud contact center company globally. NewVoiceMedia is in the Leader's quadrant of the Gartner CCaaS Magic Quadrant for Western Europe for the second year in a row; was recently named a strong performer in the Forrester Wave(TM) for Cloud Contact Centers; and was included for the third consecutive year on the Forbes Magazine Cloud 100, a list of the top 100 private cloud companies in revenue, sales growth, valuation and culture.

More than 700 primarily mid-market and enterprise customers rely on NewVoiceMedia for a range of customer engagement use cases, from inbound customer support to outbound sales, including worldwide brands like Adobe, Siemens, Time Inc., FundingCircle and Rapid7.

The acquisition combines Vonage's robust UCaaS and CPaaS solutions with NewVoiceMedia's pure-play cloud contact center offerings to provide an end-to-end communication experience for a company's employees and customers. The addition of NewVoiceMedia advances Vonage's strategy to provide a fully integrated cloud communications platform.

"The need for an integrated communications experience is critical as businesses undergo digital transformation. Specifically, deep integration between business applications and enterprise communications tools is necessary to improve customer experience and deliver Better Business Outcomes," said Mr. Masarek.

"With NewVoiceMedia, Vonage is now the only cloud communications company to combine deep CRM integrations with the full range of programmable communications used by a business's employees and customers."

Updated Guidance

The Company is updating its 2018 guidance to reflect the acquisition of NewVoiceMedia and now expects the following:

    --  Consolidated revenue in the range of $1.048 billion to $1.052 billion.
        Within this, Vonage Business revenue is expected to be in the range of
        $608 million to $612 million. Consumer revenue is expected to be in the
        area of $440 million.
    --  Adjusted OIBDA in the range of $177 million to $180 million, which takes
        into account NewVoiceMedia's organic OIBDA profile and the loss of a
        portion of its revenue and OIBDA from the required write-down of a
        portion of its deferred revenue. Additionally, Adjusted OIBDA is
        impacted by the accelerated adoption of the Vonage Business Cloud (VBC)
        platform, which is driving higher cloud hosting operating expense in
        lieu of capital expenditures, and currency translation.
    --  Capital expenditures in the $25 million area, improved due to the shift
        to the public cloud-hosted VBC platform and away from usage of the
        company's private data centers, equipment and third-party software.
    --  Adjusted OIBDA minus capital expenditures of $152 million to $155
        million, with the improved capital expenditures more than offsetting the
        change in Adjusted OIBDA.

Conference Call and Webcast

Management will host a conference call to discuss the Company's financial results for the third quarter of 2018 and other matters at 8:30 AM Eastern Time. To participate, please dial (866) 891-8177. International callers should dial (412) 902-6756.

A live webcast of the conference call will be available on the Vonage Investor Relations website. A replay of the webcast will also be available shortly after the conclusion of the call, and may be accessed through Vonage's Investor Relations website or by dialing (877) 344-7529 or (412) 317-0088 for international callers, and entering the passcode 10125508.

(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.


                                                                                                                                               
         
              VONAGE HOLDINGS CORP.


                                                                                                                                        
            
           TABLE 1. CONSOLIDATED FINANCIAL DATA


                                                                                                                                      
        
           (Amounts in thousands, except per share amounts)




                                                                                                                                                
         
              Three Months Ended                                                      
        
      Nine Months Ended



                                                                                                                    September 30,                                    June 30,                       September 30,                        
        
      September 30,


                                                                                                                             2018                                          2018                                2017                      2018          2017

                                                                                                                                                                                                                                                    ---

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





     
              Statement of Operations Data:



     Revenues                                                                                                                    $
        261,531                                                                     $
        259,875                           $
           253,083               $
        774,979 $
        748,266





     Operating Expenses:



     Cost of revenues (excluding depreciation and amortization of                                                        104,351                                                   107,204                                          102,938                          315,122      301,688
                                                                   $6,386, $6,226, $6,852, $19,046, and $20,497, respectively)



     Sales and marketing                                                                                                  74,380                                                    77,685                                           73,576                          229,201      235,245



     Engineering and development                                                                                          14,309                                                    10,375                                            6,956                           35,504       21,996



     General and administrative                                                                                           37,620                                                    32,174                                           26,811                           97,376       98,411



     Depreciation and amortization                                                                                        16,024                                                    19,062                                           18,179                           51,886       54,520


                                                                                                                          246,684                                                   246,500                                          228,460                          729,089      711,860




     Income from operations                                                                                               14,847                                                    13,375                                           24,623                           45,890       36,406



     Other income (expense):



     Interest expense                                                                                                    (3,036)                                                  (3,097)                                         (3,821)                         (9,294)    (11,385)



     Other income (expense), net                                                                                             347                                                       337                                              468                              431          943



                                                                                                                          (2,689)                                                  (2,760)                                         (3,353)                         (8,863)    (10,442)




     Income before income tax                                                                                             12,158                                                    10,615                                           21,270                           37,027       25,964



     Income tax (expense) benefit                                                                                        (2,570)                                                  (2,056)                                        (10,668)                           5,644      (4,624)




     Net income                                                                                                                    $
        9,588                                                                       $
        8,559                            $
           10,602                $
        42,671  $
        21,340




     Earnings per common share:



     Basic                                                                                                                          $
        0.04                                                                        $
        0.04                              $
           0.05                  $
        0.18    $
        0.10




     Diluted                                                                                                                        $
        0.04                                                                        $
        0.03                              $
           0.04                  $
        0.17    $
        0.09




     Weighted-average common shares outstanding:



     Basic                                                                                                               239,303                                                   237,919                                          227,943                          236,775      223,956




     Diluted                                                                                                             249,516                                                   248,256                                          242,720                          248,780      242,552


                                                                                                       
       
                VONAGE HOLDINGS CORP.


                                                                                             
         
         TABLE 1. CONSOLIDATED FINANCIAL DATA  - (Continued)


                                                                                              
         
         (Dollars in thousands, except per share amounts)




                                                                                                       
       
                Three Months Ended                                                            Nine Months Ended



                                                                            September 30,                                   June 30,                         September 30,             
              
     September 30,


                                                                                     2018                                         2018                                  2017                   2018           2017

                                                                                                                                                                                                           ---

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





          
                Statement of Cash Flow Data:



          Net cash provided by operating activities                                      $
        28,528                                                                       $
     42,467                             $
           47,907           $
     94,463 $
     80,600



          Net cash used in investing activities                                 (37,177)                                                 (5,610)                                        (9,349)                        (49,184)   (23,626)



          Net cash used in financing activities                                    6,841                                                 (32,971)                                       (35,379)                        (50,130)   (56,757)



          Capital expenditures and acquisition and development of software       (4,878)                                                 (5,610)                                        (9,349)                        (16,885)   (25,228)
    assets


                                                                                                                                 September 30,                     December 31,


                                                                                                                                          2018              2017



                                                                                                                                  (unaudited)





     
                Balance Sheet Data (at period end):



     Cash and cash equivalents                                                                                                                 $
      25,735                   $
      31,360



     Restricted cash                                                                                                                    1,984               1,967



     Accounts receivable, net of allowance                                                                                             57,060              44,159



     Inventory, net of allowance                                                                                                        1,420               2,971



     Prepaid expenses and other current assets                                                                                         26,707              31,285



     Property and equipment, net                                                                                                       42,754              46,754



     Goodwill                                                                                                                         389,490             373,764



     Software, net                                                                                                                     17,828              22,252



     Deferred customer acquisition costs, current and non-current                                                                      45,490



     Intangible assets, net                                                                                                           158,939             173,270



     Deferred tax assets                                                                                                              114,757             110,892



     Other assets                                                                                                                      27,546              20,007




     Total assets                                                                                                                             $
      909,710                  $
      858,681




     Accounts payable and accrued expenses                                                                                                    $
      125,488                  $
      115,472



     Deferred revenue, current and non-current                                                                                         27,509              30,576



     Total notes payable, net of debt related costs and indebtedness under revolving credit facility, including current portion       210,672             232,515



     Other liabilities                                                                                                                  8,147               7,220




     Total liabilities                                                                                                                        $
      371,816                  $
      385,783




     Total stockholders' equity                                                                                                               $
      537,894                  $
      472,898


                                                                                                                                                                                                               
              
                VONAGE HOLDINGS CORP.


                                                                                                                                                                                                    
              
                TABLE 2. SUMMARY CONSOLIDATED OPERATING DATA


                                                                                                                                                                                                  
              
                (Amounts in thousands, except per line 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                                                               Nine Months Ended



                                                                                                                                                                                   September 30,                                                 June 30,                            September 30,                
           
      September 30,


                                                                                                                                                                                            2018                                                      2018                                      2017                 2018      2017

                                                                                                                                                                                                                                                                                                                            ---


              Revenues:



                 Service                                                                                                                                                                          $
              133,709                                                                               $
      127,692                    $
              108,819          $
     377,703 $
     303,814



                 Access and product (1)                                                                                                                                                  12,427                                                              12,716                                              13,749                          37,674  41,622




                    Service and Access and product                                                                                                                                      146,136                                                             140,408                                             122,568                         415,377 345,436



                 USF                                                                                                                                                                      7,499                                                               7,434                                               6,738                          22,768  19,386




              Total Business Revenues                                                                                                                                                             $
              153,635                                                                               $
      147,842                    $
              129,306          $
     438,145 $
     364,822





              Cost of Revenues:



                 Service (2)                                                                                                                                                                       $
              59,600                                                                                $
      60,335                     $
              49,078          $
     172,917 $
     134,041



                 Access and product (1)                                                                                                                                                  14,887                                                              13,913                                              14,401                          43,291  43,537




                    Service and Access and product                                                                                                                                       74,487                                                              74,248                                              63,479                         216,208 177,578



                 USF                                                                                                                                                                      7,499                                                               7,434                                               6,738                          22,773  19,386




              Cost of Revenues                                                                                                                                                                     $
              81,986                                                                                $
      81,682                     $
              70,217          $
     238,981 $
     196,964




    Service margin %                                                                                                                                                                      55.4                                                                52.7                                                54.9                            54.2    55.9
                                                                                                                                                                                               %                                                                  %                                                  %                              %      %



              Gross margin % ex-USF (Service and Access and product margin %)                                                                                                             49.0                                                                47.1                                                48.2                            47.9    48.6
                                                                                                                                                                                               %                                                                  %                                                  %                              %      %


    Gross margin %                                                                                                                                                                        46.6                                                                44.8                                                45.7                            45.5    46.0
                                                                                                                                                                                               %                                                                  %                                                  %                              %      %





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



              (2) Excludes depreciation and amortization of $5,141, $4,978, and $5,053 for the quarters ended September 30, 2018, June 30, 2018, and September 30, 2017, respectively, and $15,092 and $14,931 for the nine months ended September 30, 2018 and 2017, 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                                                             Nine Months Ended



                                                                                                                                                                                   September 30,                                                 June 30,                          September 30,                
           
      September 30,


                                                                                                                                                                                            2018                                                      2018                                    2017                 2018      2017

                                                                                                                                                                                                                                                                                                                          ---


              Revenues:



                 Service                                                                                                                                                                           $
              97,093                                                                             $
      100,467                    $
              111,913          $
      301,954 $
      346,666



                 Access and product (1)                                                                                                                                                      92                                                                 289                                                94                             472     498




                    Service and Access and product                                                                                                                                       97,185                                                             100,756                                           112,007                         302,426 347,164



                 USF                                                                                                                                                                     10,711                                                              11,277                                            11,770                          34,408  36,280




              Total Consumer Revenues                                                                                                                                                             $
              107,896                                                                             $
      112,033                    $
              123,777          $
      336,834 $
      383,444





              Cost of Revenues:



                 Service (2)                                                                                                                                                                       $
              10,661                                                                              $
      12,375                     $
              19,434           $
      37,050  $
      62,969



                 Access and product (1)                                                                                                                                                     993                                                               1,870                                             1,517                           4,657   5,475




                    Service and Access and product                                                                                                                                       11,654                                                              14,245                                            20,951                          41,707  68,444



                 USF                                                                                                                                                                     10,711                                                              11,277                                            11,770                          34,434  36,280




              Cost of Revenues                                                                                                                                                                     $
              22,365                                                                              $
      25,522                     $
              32,721           $
      76,141 $
      104,724




    Service margin %                                                                                                                                                                      89.0                                                                87.7                                              82.6                            87.7    81.8
                                                                                                                                                                                               %                                                                  %                                                %                              %      %



              Gross margin % ex-USF (Service and Access and product margin %)                                                                                                             88.0                                                                85.9                                              81.3                            86.2    80.3
                                                                                                                                                                                               %                                                                  %                                                %                              %      %


    Gross margin %                                                                                                                                                                        79.3                                                                77.2                                              73.6                            77.4    72.7
                                                                                                                                                                                               %                                                                  %                                                %                              %      %





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



              (2) Excludes depreciation and amortization of $1,245, $1,248, and $1,799 for the quarters ended September 30, 2018, June 30, 2018, and September 30, 2017, respectively, and $3,954 and $5,566 for the nine months ended September 30, 2018 and 2017, respectively.


                                                                                                                                        
              
                VONAGE HOLDINGS CORP.


                                                                                                                      
              
                TABLE 2. SUMMARY CONSOLIDATED OPERATING DATA - (Continued)


                                                                                                                                             
              
                (unaudited)





     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                                                                        Nine Months Ended



                                                                                          September 30,                                             June 30,                                     September 30,                           September 30,


                                                                                                   2018                                                  2018                                   2017                2018                   2017

                                                                                                                                                                                                                                        ---




     Service revenue per customer                                                                        $
              362                                                             $
              348                                $
         324              $
     345 $
     323



     Business revenue churn                                                                        1.1                                                             1.2                                        1.2                           1.2         1.2
                                                                                                      %                                                              %                                         %                            %          %



     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                                               Nine Months Ended



                                                                                                    September 30,                                               June 30,              September 30,                       September 30,


                                                                                                             2018                                                    2018                        2017                2018         2017

                                                                                                                                                                                                                               ---




     Average monthly revenues per line                                                                             $
              26.30                                                                 $
     26.37                         $
             26.29            $
     26.41 $
     26.18



     Subscriber lines (at period end)                                                                  1,341,662                                                           1,393,131                          1,543,760                       1,341,662 1,543,760



     Customer churn                                                                                          1.8                                                                 1.7                                1.9                             1.8       2.0
                                                                                                                %                                                                  %                                 %                              %        %


                                                                                                  
          
                VONAGE HOLDINGS CORP.


                                                                                        
         
           TABLE 3. RECONCILIATION OF GAAP INCOME FROM OPERATIONS


                                                                                         
         
           TO ADJUSTED OIBDA AND TO ADJUSTED OIBDA MINUS CAPEX


                                                                                                  
          
                (Amounts in thousands)


                                                                                                    
             
                (unaudited)




                                                                                            
        
            Three Months Ended                                                                        Nine Months Ended



                                                                      September 30,                           June 30,                                       September 30,                 
          
     September 30,


                                                                               2018                                2018                                                 2017                 2018       2017

                                                                                                                                                                                                     ---




     Income from operations                                                        $
     14,847                                                                                $
     13,375                       $
              24,623                $
      45,890  $
      36,406



     Depreciation and amortization                                          16,024                                          19,062                                                       18,179                          51,886       54,520



     Share-based expense                                                     8,484                                           8,497                                                        7,594                          23,690       22,070



     Acquisition related transaction and integration costs                   9,509                                             432                                                           15                           9,941          172



     Organizational transformation                                             923                                           3,011                                                                                       4,043        4,000



     Acquisition related consideration accounted for as compensation            39                                             559                                                          886                           1,425       11,959



     Adjusted OIBDA                                                         49,826                                          44,936                                                       51,297                         136,875      129,127




     Less:



     Capital expenditures                                                  (2,900)                                        (4,537)                                                     (6,795)                       (10,687)    (15,790)



     Acquisition and development of software assets                        (1,978)                                        (1,073)                                                     (2,554)                        (6,198)     (9,438)



     Adjusted OIBDA Minus Capex                                                    $
     44,948                                                                                $
     39,326                       $
              41,948               $
      119,990 $
      103,899


                                                                                              
          
                VONAGE HOLDINGS CORP.


                                                                                       
         
            TABLE 4. RECONCILIATION OF GAAP NET INCOME TO


                                                                                         
             
             NET INCOME EXCLUDING ADJUSTMENTS


                                                                                      
         
            (Amounts in thousands, except per share amounts)


                                                                                                  
           
                (unaudited)




                                                                                                
          
                Three Months Ended                                                           Nine Months Ended



                                                                      September 30,                                     June 30,                      September 30,               
              
     September 30,


                                                                               2018                                          2018                                2017                     2018           2017

                                                                                                                                                                                                      ---




     Net income                                                                     $
         9,588                                                                      $
       8,559                             $
           10,602               $
       42,671 $
       21,340



     Amortization of acquisition - related intangibles                       8,746                                                     8,594                                           9,257                           26,170       27,325



     Acquisition related transaction and integration costs                   9,509                                                       432                                              15                            9,941          172



     Acquisition related consideration accounted for as compensation            39                                                       559                                             886                            1,425       11,959



     Organizational transformation                                             923                                                     3,011                                                                           4,043        4,000



     Tax effect on adjusting items                                         (7,283)                                                  (4,177)                                        (4,197)                        (14,761)    (17,954)




     Adjusted net income                                                           $
         21,522                                                                     $
       16,978                             $
           16,563               $
       69,489 $
       46,842




     Earnings per common share:



     Basic                                                                           $
         0.04                                                                       $
       0.04                               $
           0.05                 $
       0.18   $
       0.10




     Diluted                                                                         $
         0.04                                                                       $
       0.03                               $
           0.04                 $
       0.17   $
       0.09




     Weighted-average common shares outstanding:



     Basic                                                                 239,303                                                   237,919                                         227,943                          236,775      223,956




     Diluted                                                               249,516                                                   248,256                                         242,720                          248,780      242,552




     Earnings per common share, excluding adjustments:



     Basic                                                                           $
         0.09                                                                       $
       0.07                               $
           0.07                 $
       0.29   $
       0.21




     Diluted                                                                         $
         0.09                                                                       $
       0.07                               $
           0.07                 $
       0.28   $
       0.19




     Weighted-average common shares outstanding:



     Basic                                                                 239,303                                                   237,919                                         227,943                          236,775      223,956




     Diluted                                                               249,516                                                   248,256                                         242,720                          248,780      242,552


                                                                                
         
                VONAGE HOLDINGS CORP.


                                                                               
         
                TABLE 5. FREE CASH FLOW


                                                                                
         
                (Amounts in thousands)


                                                                                  
            
                (unaudited)




                                                                           
     
          Three Months Ended                                                             Nine Months Ended



                                                     September 30,                      June 30,                          September 30,             
              
     September 30,


                                                              2018                           2018                                    2017                   2018           2017

                                                                                                                                                                        ---




     Net cash provided by operating activities                    $
     28,528                                                              $
     42,467                             $
           47,907          $
     94,463 $
     80,600



     Less:



     Capital expenditures                                 (2,900)                                   (4,537)                                          (6,795)                        (10,687)   (15,790)



     Acquisition and development of software assets       (1,978)                                   (1,073)                                          (2,554)                         (6,198)    (9,438)




     Free cash flow                                               $
     23,650                                                              $
     36,857                             $
           38,558          $
     77,578 $
     55,372


                                                
              
                VONAGE HOLDINGS CORP.


                       TABLE 6. RECONCILIATION OF NOTES PAYABLE, INDEBTEDNESS UNDER REVOLVING CREDIT FACILITY, AND CAPITAL LEASES TO NET DEBT


                                                
              
                (Dollars in thousands)


                                                     
              
                (unaudited)




                                                                      September 30,                                                December 31,


                                                                               2018                                    2017





      Current maturities of capital
       lease obligations                                                                   $
              21                                       $
         140


      Current portion of notes payable                                       10,000                                    18,750


      Notes payable and indebtedness
       under revolving credit
       facility, net of current
       maturities and debt related
       costs                                                                200,672                                   213,765


      Unamortized debt related costs                                            828                                       672



     Gross debt                                                            211,521                                   233,327




     Less:



     Unrestricted cash                                                      25,735                                    31,360




     Net debt                                                                        $
              185,786                                   $
         201,967

About Vonage

Vonage (NYSE: VG) is redefining business communications. True to our roots as a technology disruptor, we've embraced technology to transform how companies communicate to create better business outcomes. Our unique cloud communications platform brings together a robust unified communications solution with the agility of embedded communications APIs. This powerful combination enables businesses to collaborate more productively and engage their customers more effectively across messaging, chat, social media, video and voice.

The Company also provides a robust suite of feature-rich residential communication solutions.

Vonage Holdings Corp. is headquartered in Holmdel, New Jersey, with offices throughout the United States, Europe, Asia, and Israel. Vonage® is a registered trademark of Vonage Marketing LLC, owned by Vonage America Inc. 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), and free cash flow.

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, organizational transformation costs, 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, financing activity, growth priorities or plans, revenues, adjusted OIBDA, churn, seats, lines or accounts, average revenue per user, cost of telephony services, capital expenditures, new products and related investment, and other statements that are not historical facts or information, that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. In addition, other statements in this press release that are not historical facts or information may be forward-looking statements. The forward-looking statements in this release are based on information available at the time the statements are made and/or management's belief as of that time with respect to future events and involve risks and uncertainties that could cause actual results and outcomes to be materially different. Important factors that could cause such differences include, but are not limited to: 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 cost effectively; 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 business services; risks associated with legislative, regulatory or judicial actions regarding our business products; risks associated with operating abroad; risks associated with the taxation of our business; risks associated with a material weakness in our internal controls; governmental regulation and taxes in our international operations; liability under anti-corruption laws or from governmental export controls or economic sanctions; our dependence on our customers' broadband connections; restrictions in our debt agreements that may limit our operating flexibility; foreign currency exchange risk; 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; our ability to fully realize the benefits of our net operating loss carry-forwards if an ownership change occurs; certain provisions of our charter documents/ and other factors that are set forth in the "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017 and in the Company's Quarterly Reports on Form 10-Q filed with the SEC. While the Company may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so except as required by law, and therefore, you should not rely on these forward-looking statements as representing the Company's views as of any date subsequent to today.

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SOURCE Vonage Holdings Corp.