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      Vonage Delivers Strong Third Quarter 2017 Results Highlighted by 22% Vonage Business GAAP Revenue Growth

      - Consolidated Revenues of $253 Million

      - Income from Operations of $25 Million, Record Adjusted OIBDA of $51 Million

      - Raises Consolidated Revenue Guidance to at least $1 billion and up to $1.005 billion and Adjusted OIBDA to at least $180 million


      News provided by

      Vonage Holdings Corp.

      Nov 07, 2017, 07:00 ET

      Share this article

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      HOLMDEL, N.J., Nov. 7, 2017 /PRNewswire/ -- Vonage Holdings Corp. (NYSE: VG), a leading provider of business cloud communications, today announced results for the quarter ended September 30, 2017.

      Consolidated Results

      "Vonage delivered record results in the third quarter driven by our continued investments in Vonage Business, including product, infrastructure and distribution. Highlighted by 22% GAAP growth, Vonage Business revenues exceeded Consumer revenues for the first time. And, we're improving the revenue trajectory of Consumer and corresponding consolidated cash flow," said Vonage CEO Alan Masarek.

      "Our results demonstrate that we're delivering on our strategic priorities, using our full suite of cloud communications services to deliver better business outcomes to our customers, and successfully transforming Vonage into a market leader in business cloud communications. On the strength of these results, we are raising our consolidated revenue and OIBDA guidance."

      For the third quarter of 2017, Vonage reported revenues of $253 million, a 2% increase from the year ago quarter. Income from Operations was $25 million, up from $15 million in the prior year. Adjusted Operating Income Before Depreciation and Amortization ("Adjusted OIBDA")1 was $51 million, up from $41 million in the prior year. GAAP net income was $11 million or $0.05 per share, up from $7 million or $0.03 per share in the year ago quarter. Adjusted net income2 was $17 million or $0.07 per share, up from $13 million or $0.05 per share in the year ago quarter.

      Business Segment Results

      • Vonage Business total revenues were $129 million, representing 51% of total consolidated revenues and 22% GAAP growth.
      • UCaaS revenues were $91 million, of which $71 million were service revenues. Service revenues increased 16% year-over-year on an organic3 basis; Nexmo, the Vonage API Platform revenues (which are all service revenue) were $38 million, a year-over-year increase of 45% on an organic4 basis.
      • Ending UCaaS seats at Vonage Business were 710,000, up from 616,000 seats in the year ago quarter, an increase of 15%.
      • UCaaS revenue churn was 1.2%, down from 1.4% sequentially and the prior year.
      • The Company increased its registered developers on the Vonage API Platform to 371,000, a sequential increase of 62,000.

      Consumer Segment Results

      • Consumer revenues were $124 million in the third quarter of 2017 compared to $142 million in the prior year.
      • 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 $26.29, down from $26.36 in the year ago period.
      • The Consumer segment ended the third 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 81% of the base. The churn rate of this tenured cohort is 1.5%.

      Balance Sheet

      In the quarter, the Company generated Adjusted OIBDA of $51 million, and Adjusted OIBDA minus Capex5 of $42 million. This enabled the Company to pay down $37 million of debt, resulting in a net debt to Last Twelve Months Adjusted OIBDA ratio of 1.7x. Vonage's cash flow generation and access to capital supports significant strategic and financial flexibility.

      Guidance Update

      The Company is raising consolidated 2017 revenue and adjusted OIBDA guidance. Consolidated revenue is now expected to be at least $1 billion and up to $1.005 billion. Adjusted OIBDA is now expected to be at least $180 million. Consumer revenues are now expected to be at least $500 million and up to $505 million dollars. There is no change to Business revenue guidance, which was updated in August.

      Conference Call and Webcast

      Management will host a conference call to discuss third quarter 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 10113223.

      (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


      Nine Months Ended


      September 30,


      June 30,


      September 30,


      September 30,


      2017


      2017


      2016


      2017


      2016


      (unaudited)


      (unaudited)


      (unaudited)


      (unaudited)






      (revised) (1)




      (revised) (1)

      Statement of Income Data:










      Revenues

      $

      253,083



      $

      251,836



      $

      248,359



      $

      748,266



      $

      708,858












      Operating Expenses:










      Cost of service (excluding depreciation and amortization of
      $6,852, $6,863, $7,460, $20,497, and $21,278, respectively)

      96,632



      97,674



      87,377



      281,902



      232,605


      Cost of goods sold

      6,306



      6,187



      8,591



      19,786



      26,009


      Sales and marketing

      73,576



      79,738



      83,731



      235,245



      246,676


      Engineering and development

      6,956



      6,670



      8,075



      21,996



      22,152


      General and administrative

      26,811



      36,514



      27,538



      98,411



      89,261


      Depreciation and amortization

      18,179



      18,394



      18,018



      54,520



      53,215



      228,460



      245,177



      233,330



      711,860



      669,918


      Income from operations

      24,623



      6,659



      15,029



      36,406



      38,940


      Other income (expense):










      Interest income

      3



      4



      19



      12



      65


      Interest expense

      (3,821)



      (3,861)



      (3,974)



      (11,385)



      (9,477)


      Other income (expense), net

      465



      686



      (495)



      931



      (237)



      (3,353)



      (3,171)



      (4,450)



      (10,442)



      (9,649)


      Income before income tax expense

      21,270



      3,488



      10,579



      25,964



      29,291


      Income tax benefit (expense)

      (10,668)



      1,337



      (3,539)



      (4,624)



      (14,102)


      Net income

      10,602



      4,825



      7,040



      21,340



      15,189


      Earnings per common share:










      Basic

      $

      0.05



      $

      0.02



      $

      0.03



      $

      0.10



      $

      0.07


      Diluted

      $

      0.04



      $

      0.02



      $

      0.03



      $

      0.09



      $

      0.07


      Weighted-average common shares outstanding:










      Basic

      227,943



      223,492



      217,000



      223,956



      214,872


      Diluted

      242,720



      239,938



      234,868



      242,552



      227,499



      (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


      Nine Months Ended


      September 30,


      June 30,


      September 30,


      September 30,


      2017


      2017


      2016


      2017


      2016


      (unaudited)


      (unaudited)


      (unaudited)


      (unaudited)






      (revised) (1)




      (revised) (1)

      Statement of Cash Flow Data:










      Net cash provided by operating activities

      $

      47,907



      $

      15,432



      $

      27,087



      $

      80,600



      $

      69,614


      Net cash used in investing activities

      (9,349)



      (7,518)



      (5,852)



      (23,626)



      (188,637)


      Net cash used in financing activities

      (35,379)



      (7,838)



      (13,059)



      (56,757)



      93,264


      Capital expenditures, intangible assets, and development of software assets

      (9,349)



      (8,798)



      (7,364)



      (25,228)



      (28,967)



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



      September 30,


      December 31,



      2017


      2016



      (unaudited)


      (revised) (1)

      Balance Sheet Data (at period end):





      Cash and cash equivalents


      $

      29,869



      $

      29,078


      Marketable securities


      —



      601


      Restricted cash


      1,827



      1,851


      Accounts receivable, net of allowance


      42,435



      36,688


      Inventory, net of allowance


      2,683



      4,116


      Prepaid expenses and other current assets


      26,010



      29,188


      Deferred customer acquisition costs, current and non-current


      1,863



      3,136


      Property and equipment, net


      45,760



      48,415


      Goodwill


      371,535



      360,363


      Software, net


      23,574



      21,971


      Intangible assets, net


      181,522



      199,256


      Deferred tax assets


      192,879



      184,210


      Other assets


      14,662



      16,793


      Total assets


      $

      934,619



      $

      935,666


      Accounts payable and accrued expenses


      $

      109,233



      $

      139,946


      Deferred revenue, current and non-current


      31,694



      32,892


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


      278,111



      318,874


      Capital lease obligations


      227



      3,428


      Other liabilities


      5,740



      3,985


      Total liabilities


      $

      425,005



      $

      499,125


      Total stockholders' equity


      $

      509,614



      $

      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


      Nine Months Ended


      September 30,


      June 30,


      September 30,


      September 30,


      2017


      2017


      2016


      2017


      2016

      Revenues:










         Service

      $

      109,483



      $

      103,825



      $

      86,662



      $

      305,599



      $

      210,214


         Product (1)

      13,085



      13,392



      13,618



      39,837



      39,795


            Service and Product

      122,568



      117,217



      100,280



      345,436



      250,009


         USF

      6,738



      6,497



      6,029



      19,386



      15,832


      Total Business Revenues

      $

      129,306



      $

      123,714



      $

      106,309



      $

      364,822



      $

      265,841












      Cost of Revenues:










         Service (2)

      $

      50,777



      $

      49,246



      $

      34,858



      $

      139,218



      $

      72,788


         Product (1)

      12,702



      12,456



      13,101



      38,360



      38,465


            Service and Product

      63,479



      61,702



      47,959



      177,578



      111,253


         USF

      6,738



      6,497



      6,029



      19,386



      15,843


      Cost of Revenues

      $

      70,217



      $

      68,199



      $

      53,988



      $

      196,964



      $

      127,096












      Service margin %

      53.6

      %


      52.6

      %


      59.8

      %


      54.4

      %


      65.4

      %

      Gross margin % ex-USF (Service and product margin %)

      48.2

      %


      47.4

      %


      52.2

      %


      48.6

      %


      55.5

      %

      Gross margin %

      45.7

      %


      44.9

      %


      49.2

      %


      46.0

      %


      52.2

      %


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

      (2) Excludes depreciation and amortization of $5,053, $5,003, and $5,015 for the quarters ended September 30, 2017, June 30, 2017, and September 30, 2016, respectively
           and $14,931 and $13,807 for the nine months ended September 30, 2017 and September 30, 2016, respectively.



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


      Consumer

      Three Months Ended


      Nine Months Ended


      September 30,


      June 30,


      September 30,


      September 30,


      2017


      2017


      2016


      2017


      2016

      Revenues:










         Service

      $

      111,913



      $

      115,636



      $

      128,167



      $

      346,666



      $

      399,401


         Product (1)

      94



      201



      207



      498



      514


            Service and Product

      112,007



      115,837



      128,374



      347,164



      399,915


         USF

      11,770



      12,285



      13,676



      36,280



      43,102


      Total Business Revenues

      $

      123,777



      $

      128,122



      $

      142,050



      $

      383,444



      $

      443,017












      Cost of Revenues:










         Service (2)

      $

      19,434



      $

      21,435



      $

      24,973



      $

      62,969



      $

      77,220


         Product (1)

      1,517



      1,942



      3,331



      5,475



      11,196


            Service and Product

      20,951



      23,377



      28,304



      68,444



      88,416


         USF

      11,770



      12,285



      13,676



      36,280



      43,102


      Cost of Revenues

      $

      32,721



      $

      35,662



      $

      41,980



      $

      104,724



      $

      131,518












      Service margin %

      82.6

      %


      81.5

      %


      80.5

      %


      81.8

      %


      80.7

      %

      Gross margin % ex-USF (Service and product margin %)

      81.3

      %


      79.8

      %


      78.0

      %


      80.3

      %


      77.9

      %

      Gross margin %

      73.6

      %


      72.2

      %


      70.4

      %


      72.7

      %


      70.3

      %


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

      (2) Excludes depreciation and amortization of $1,799, $1,860, and $2,445 for the quarters ended September 30, 2017, June 30, 2017, and September 30, 2016, respectively 
           and $5,566 and $7,471 for the nine months ended September 30, 2017 and September 30, 2016, respectively.



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


       Business

      Three Months Ended


      Nine Months Ended


      September 30,


      June 30,


      September 30,


      September 30,


      2017


      2017


      2016


      2017


      2016

      Revenues (1)

      $

      129,306



      $

      123,714



      $

      106,309



      $

      364,822



      $

      265,841


      Average monthly revenues per seat (2)

      $

      43.53



      $

      43.99



      $

      45.50



      $

      43.7



      $

      44.96


      Seats (at period end) (2)

      709,736



      683,079



      615,728



      709,736



      615,728


      Revenue churn (2)

      1.2

      %


      1.4

      %


      1.4

      %


      1.3

      %


      1.4

      %


      (1) Includes revenue of $38,364, $35,171, and $23,909, respectively, for the quarters ended September 30, 2017, June 30, 2017, and September 30, 2016 and $99,780 and
           $31,607, respectively, for the nine months ended September 30, 2017 and September 30, 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


      Nine Months Ended


      September 30,


      June 30,


      September 30,


      September 30,


      2017


      2017


      2016


      2017


      2016

      Revenues

      $

      123,777



      $

      128,122



      $

      142,050



      $

      383,444



      $

      443,017


      Average monthly revenues per line

      $

      26.29



      $

      26.33



      $

      26.36



      $

      26.18



      $

      26.55


      Subscriber lines (at period end)

      1,543,760



      1,594,857



      1,767,212



      1,543,760



      1,767,212


      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


      Nine Months Ended


      September 30,


      June 30,


      September 30,


      September 30,


      2017


      2017


      2016


      2017


      2016

      Total Business revenues(1)

      $

      129,306



      $

      123,714



      $

      106,309



      $

      364,822



      $

      265,841












      Total UCaaS revenues (1)

      $

      90,942



      $

      88,543



      $

      82,400



      $

      265,042



      $

      234,234


      Early termination letter

      —



      —



      —



      —



      (500)


      Bad debt policy reclassification

      —



      —



      —



      —



      (431)


      Accounts receivable write-down

      —



      —



      (300)



      319



      (300)


      Adjusted total UCaaS revenues

      90,942



      88,543



      82,100



      265,361



      233,003


      Hosted Infrastructure Sale

      —



      (1,100)



      (1,580)



      (2,721)



      (4,602)


      Adjusted total UCaaS revenues

      90,942



      87,443



      80,520



      262,640



      228,401


      Less: Product revenues

      13,085



      13,392



      13,618



      39,837



      39,795


      Less: USF revenues

      6,738



      6,497



      6,029



      19,386



      15,832


      Adjusted total UCaaS service revenues

      $

      71,119



      $

      67,554



      $

      60,873



      $

      203,417



      $

      172,774












      Total CPaaS revenues (1)

      $

      38,364



      $

      35,171



      $

      23,909



      $

      99,780



      $

      31,607


      Nexmo pre-acquisition revenues

      —



      —



      —



      —



      34,225


      Pro forma CPaaS revenues

      38,364



      35,171



      23,909



      99,780



      65,832


      Net-to-gross revenue reporting adjustment

      —



      —



      2,530



      3,374



      7,440


      Adjusted total CPaaS revenues

      $

      38,364



      $

      35,171



      $

      26,439



      $

      103,154



      $

      73,272



      (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


      Nine Months Ended


      September 30,


      June 30,


      September 30,


      September 30,


      2017


      2017


      2016


      2017


      2016

      Income from operations

      $

      24,623



      $

      6,659



      $

      15,029



      $

      36,406



      $

      38,940


      Depreciation and amortization

      18,179



      18,394



      18,018



      54,520



      53,215


      Share-based expense

      7,594



      7,412



      6,526



      22,070



      20,791


      Acquisition related transaction and integration costs

      15



      18



      (68)



      172



      5,082


      Change in contingent consideration

      —



      —



      (7,362)



      —



      (7,362)


      Organizational transformation

      —



      4,000



      2,435



      4,000



      2,435


      Acquisition related consideration accounted for as compensation

      886



      4,310



      6,655



      11,959



      9,967


      Adjusted OIBDA

      51,297



      40,793



      41,233



      $

      129,127



      $

      123,068


      Less:










      Capital expenditures

      (6,795)



      (5,294)



      (4,032)



      $

      (15,790)



      $

      (19,980)


      Acquisition and development of software assets

      (2,554)



      (3,504)



      (3,332)



      $

      (9,438)



      $

      (8,987)


      Adjusted OIBDA Minus Capex

      $

      41,948



      $

      31,995



      $

      33,869



      $

      103,899



      $

      94,101


      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


      Nine Months Ended


      September 30,


      June 30,


      September 30,


      September 30,


      2017


      2017


      2016


      2017


      2016






      (revised) (1)




      (revised) (1)

      Net income

      $

      10,602



      $

      4,825



      $

      7,040



      $

      21,340



      $

      15,189


      Amortization of acquisition - related intangibles

      9,257



      9,069



      8,074



      27,325



      23,310


      Acquisition related transaction and integration costs

      15



      18



      (68)



      172



      5,082


      Acquisition related consideration accounted for as compensation

      886



      4,310



      6,655



      11,959



      9,967


      Change in contingent consideration

      —



      —



      (7,362)



      —



      (7,362)


      Organizational transformation

      —



      4,000



      2,435



      4,000



      2,435


      Tax effect on adjusting items

      (4,197)



      (7,188)



      (4,022)



      (17,954)



      (13,812)


      Adjusted net income

      $

      16,563



      $

      15,034



      $

      12,752



      $

      46,842



      $

      34,809


      Earnings per common share:










      Basic

      $

      0.05



      $

      0.02



      $

      0.03



      $

      0.10



      $

      0.07


      Diluted

      $

      0.04



      $

      0.02



      $

      0.03



      $

      0.09



      $

      0.07


      Weighted-average common shares outstanding:










      Basic

      227,943



      223,492



      217,000



      223,956



      214,872


      Diluted

      242,720



      239,938



      234,868



      242,552



      227,499


      Earnings per common share, excluding adjustments:










      Basic

      $

      0.07



      $

      0.07



      $

      0.06



      $

      0.21



      $

      0.16


      Diluted

      $

      0.07



      $

      0.06



      $

      0.05



      $

      0.19



      $

      0.15


      Weighted-average common shares outstanding:










      Basic

      227,943



      223,492



      217,000



      223,956



      214,872


      Diluted

      242,720



      239,938



      234,868



      242,552



      227,499



      (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


      Nine Months Ended


      September 30,


      June 30,


      September 30,


      September 30,


      2017


      2017


      2016


      2017


      2016






      (Revised) (1)




      (Revised) (1)

      Net cash provided by operating activities

      $

      47,907



      $

      15,432



      $

      27,087



      $

      80,600



      $

      69,614


      Less:










      Capital expenditures

      (6,795)



      (5,294)



      (4,032)



      (15,790)



      (19,980)


      Acquisition and development of software assets

      (2,554)



      (3,504)



      (3,332)



      (9,438)



      (8,987)


      Free cash flow

      $

      38,558



      $

      6,634



      $

      19,723



      $

      55,372



      $

      40,647



      (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)




      September 30,


      December 31,



      2017


      2016

      Current maturities of capital lease obligations


      $

      206



      $

      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


      259,361



      300,124


      Unamortized debt related cost


      764



      1,064


      Capital lease obligations, net of current maturities


      21



      140


      Gross debt


      279,102



      323,366


      Less:





      Unrestricted cash and marketable securities


      29,869



      29,679


      Net debt


      $

      249,233



      $

      293,687


      About Vonage

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

      Use of Non-GAAP Financial Measures

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

      Adjusted OIBDA

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

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

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

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

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

      Adjusted OIBDA less Capex

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

      Adjusted net income

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

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

      Net debt (cash)

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

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

      Free cash flow

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

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

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

      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)

      SOURCE Vonage Holdings Corp.

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