GlobeNewswire Inc | Nov 5, 2020 07:00AM EST

November 05, 2020

Third Quarter 2020 Highlights:

-- Consolidated Revenues of $317 million -- Vonage Communications Platform (VCP) Revenues of $234 million VCP Service Revenues increased 19%API Revenues Increased 35%Unified Communications & Contact Center Service Revenues Increased 7% -- Net Loss of $10 Million and Adjusted EBITDA of $42 million -- Announcing business optimization and alignment project to accelerate growth and improve profitability -- Consumer Segment marketing process to begin in November

HOLMDEL, N.J., Nov. 05, 2020 (GLOBE NEWSWIRE) -- Vonage Holdings Corp. (Nasdaq: VG), a global leader in cloud communications helping businesses accelerate their digital transformation, today announced results for the quarter ended September 30, 2020.

We executed well in the third quarter and delivered solid results, said Rory Read, Chief Executive Officer. The Vonage Communications Platform, our single global cloud technology platform, delivers our wide range of powerful services and solutions that enable our customers to transform the way they communicate and operate as the world undergoes a secular shift in how business gets done.

Read continued, Vonage Communications Platform service revenues grew 19% year over year. Within this, API revenues grew 35%, highlighted by a 143% increase in high-value API revenues, driven by our leadership in video and another record quarter of new customer additions. Unified Communications and Contact Center Applications service revenue grew 7%, and we signed 17 seven-figure total contract value deals in the quarter, with a 28% increase in average deal size. Our Platforms flexibility, scalability, security and ease of use were consistent areas of strength in our ability to win.

Business Optimization and Alignment Project

Vonage has undertaken a multi-quarter initiative to review and optimize the Companys operations while setting the strategy and business plans for the next two to three years. The work has provided clarity on where the Company needs to create efficiency, position its talent and invest to drive Vonages long-term growth and profitability.

Based on this review, the Company has implemented a number of cost saving and efficiency initiatives to improve operations and expects to reduce operating expenses by $8 to $10 million in the fourth quarter of 2020 and approximately $50 million in 2021. This resulted in a restructuring charge of approximately $15 million in the third quarter.

In parallel, Vonage is developing its business strategy and operating plan to make key investments to deliver improved growth and profitability. The Company plans to increase investments in artificial intelligence, high-value API leadership, advancements in mobility, omnichannel capabilities, and expanding its addressable market while tailoring its go-to-market initiatives to reach and win more customers.

We are taking decisive action to improve the operational effectiveness of our business while making strategic investments where we can win a disproportionate share of the market, and where our communications platform solutions best fit the needs of our customers, Read commented. We are also investing in our Sales and Marketing to strengthen our channel presence, effectively reach all customer segments, and increase our cross-sell and upsell opportunities. The management team and our Board are focused on delivering on these strategic initiatives, and we expect to accelerate growth and profitability in 2021 and 2022.

Third Quarter 2020 Vonage Communications Platform Highlights (compared to the year-ago quarter)

-- Vonage Communications Platform (VCP) revenues, which consist of Unified Communications, Contact Center and API revenues, were $234 million. VCP service revenues were $218 million, a 19% increase. -- API revenues grew 35% High-Value API revenues grew 143%, driven by strength in programmable video. -- Service Revenues from Unified Communications and Contact Center (UC and CC) customers grew 7%. Service Revenues from Mid-market and Enterprise UC and CC customers (those with greater than $12,000 of ARR) grew 13%. -- VCP Service Revenue per Customer was $527 per month, up 17%. -- VCP Service Revenue Churn increased to 1.2% from 1.0%.

Third Quarter 2020 Consumer Segment Results (compared to the year-ago quarter)

-- Consumer Revenues were $83 million, down 14%. -- Customer churn was stable at 1.8%. -- Average revenue per line ("ARPU") was $28.31, up $0.75. -- Ended the quarter with approximately 1 million Consumer subscriber lines 96% of these customers are tenured over two years and 80% are tenured over five years.

Consolidated Income and Balance Sheet

For the third quarter of 2020, Vonage reported consolidated revenues of $317 million, up from $303 million in the year-ago quarter. GAAP net loss was $10 million, or ($0.04) per share, versus a net loss of $21 million in the prior-year period, or ($0.09) per share. Third quarter adjusted net income(1) was $17 million or $0.07 per share, an increase from a net loss of $4 million or ($0.02) per share in the prior-year period.

For the third quarter, the Company generated Adjusted EBITDA(2) of $42 million, and Adjusted EBITDA minus Capex(2) of $29 million. Net Cash from Operations was $13 million and Free Cash Flow(3) was breakeven for the quarter. As of September 30, 2020, the Company had a Net Debt to Last Twelve Months Adjusted EBITDA ratio of 3.2 times.

Strategic Review of Consumer Segment Update

The Company is nearing completion of the strategic review of its Consumer segment and has engaged advisors to proceed with its potential sale. The marketing process is expected to begin in November 2020. The Company will provide an update once a buyer is identified or at the completion of the process.

Updated 2020 and Fourth Quarter Outlook

The Company is increasing its 2020 revenue and adjusted EBITDA guidance to reflect its solid third quarter and a fourth-quarter above its prior outlook.

For the full year, Vonage now expects the following (based on constant currency as of November 2020):

-- Consolidated revenues in the range of $1.239 billion to $1.242 billion -- Total Vonage Communications Platform Revenues in the range of $906 million to $909 million (which includes approximately $22 million of USF revenues) -- Total Consumer Segment Revenues in the $332 million area (which includes approximately $41 million of USF revenues) -- Consolidated Adjusted EBITDA in the $167 million area -- Capex in the $53 million area

For the fourth quarter of 2020, Vonage expects the following:

-- Consolidated Revenues in the range of $314 million to $317 million -- Total Vonage Communications Platform Revenues in the range of $236 million to $239 million (which includes approximately $6 million of USF revenues) -- Total Consumer Revenues in the $78 million area (which includes approximately $11 million of USF revenues) -- Consolidated Adjusted EBITDA in the $45 million area

Conference Call and Webcast

The company will host a conference call to discuss its financial results for thethird quarter of 2020 and other matters at 8:30 AM Eastern Time. To participate, please dial (877) 407-9716. International callers should dial (201) 493-6779.

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 (844) 512-2921 or (412) 317-6671 for international callers, and entering the passcode 13707113.

About Vonage

Vonage (Nasdaq:VG), a global cloud communications leader, helps businesses accelerate their digital transformation. Vonage's Communications Platform is fully programmable and allows for the integration of Video, Voice, Chat, Messaging and Verification into existing products, workflows and systems. Vonage's fully programmable unified communications and contact center applications are built from the Vonage platform and enable companies to transform how they communicate and operate from the office or anywhere, providing enormous flexibility and ensuring business continuity.

Vonage Holdings Corp. is headquartered in New Jersey, with offices throughout the United States, Europe, Israel and Asia. To follow Vonage on Twitter, please visit twitter.com/vonage. To become a fan on Facebook, go to facebook.com/vonage. To subscribe on YouTube, visit youtube.com/vonage.

Investor Contact: Hunter Blankenbaker, 732.444.4926, hunter.blankenbaker@vonage.com

Media Contact: Jo Ann Tizzano, 732.365.1363, joann.tizzano@vonage.com

(1) This is a non-GAAP financial measure. Refer below to Table 4 for a reconciliation to GAAP net (loss) income.(2) This is a non-GAAP financial measure. Refer below to Table 3 for a reconciliation to GAAP net (loss) income.(3) This is a non-GAAP financial measure. Refer below to Table 5 for a reconciliation to GAAP cash from operations.

VONAGE HOLDINGS CORP. TABLE 1. CONSOLIDATED FINANCIAL DATA (Dollars in thousands, except per share amounts) (unaudited)

Three Months Ended Nine Months Ended September 30, June 30, September 30, September 30, 2020 2020 2019 2020 2019Statement of Operations Data:Service, accessand product $ 298,991 $ 296,516 $ 279,871 $ 878,584 $ 819,006 revenuesUSF revenues 17,658 14,017 22,663 46,055 60,653 Total revenues 316,649 310,533 302,534 $ 924,639 $ 879,659 Operating Expenses:Service, accessand product costof revenues(excludingdepreciation andamortization of 124,243 119,971 111,170 357,252 314,812 $13,649,$11,148, $9,658,$35,953, and$28,220,respectively)USF cost of 17,658 14,017 22,663 46,055 60,653 revenuesSales and 85,505 90,827 83,628 261,953 274,513 marketingEngineering and 20,110 19,784 16,901 59,097 50,318 developmentGeneral and 56,835 42,820 41,306 140,537 113,380 administrativeDepreciation and 22,887 20,692 21,319 64,064 63,195 amortization 327,238 308,111 296,987 928,958 876,871 (Loss) Income (10,589 ) 2,422 5,547 (4,319 ) 2,788 from operationsOther Income (Expense):Interest expense (7,373 ) (9,321 ) (8,454 ) (24,776 ) (24,517 ) Other income (37 ) (38 ) 58 154 (505 ) (expense), net (7,410 ) (9,359 ) (8,396 ) (24,622 ) (25,022 ) Loss beforeincome tax (17,999 ) (6,937 ) (2,849 ) (28,941 ) (22,234 ) benefitIncome taxbenefit 7,937 (1,493 ) (18,248 ) 6,694 5,127 (expense)Net loss $ (10,062 ) $ (8,430 ) $ (21,097 ) $ (22,247 ) $ (17,107 ) Loss per common share:Basic and $ (0.04 ) $ (0.03 ) $ (0.09 ) $ (0.09 ) $ (0.07 ) dilutedWeighted-averagecommon shares outstanding:Basic and 246,697 245,385 242,336 245,242 241,786 diluted

VONAGE HOLDINGS CORP. TABLE 1. CONSOLIDATED FINANCIAL DATA - (Continued) (Dollars in thousands, except per share amounts) (unaudited)

Three Months Ended Nine Months Ended September 30, June 30, September 30, September 30, 2020 2020 2019 2020 2019Statement ofCash Flow Data:Net cashprovided by $ 12,628 $ 36,300 $ 31,783 $ 51,431 $ 59,850 operatingactivitiesNet cash usedin investing (12,990 ) (12,009 ) (16,809 ) (38,234 ) (39,262 ) activitiesNet cashprovided by(used in) 807 (20,435 ) (14,259 ) 12,871 (6,234 ) financingactivitiesCapitalexpenditures,acquisitionof intangibleassets, (12,990 ) (12,009 ) (13,809 ) (38,234 ) (36,262 ) acquisitionanddevelopmentof softwareassets

September 30, December 31, 2020 2019Balance Sheet Data: Cash and cash equivalents $ 48,370 $ 23,620 Restricted cash 1,999 2,015 Accounts receivable, net of allowance 119,553 101,813 Inventory, net of allowance 614 1,475 Prepaid expenses and other current assets 42,639 32,326 Deferred customer acquisition costs, 79,644 68,982 current and non-currentProperty and equipment, net 37,449 48,371 Goodwill 606,958 602,970 Operating lease right of use assets 22,971 50,847 Software, net 69,389 40,300 Intangible assets, net 208,507 249,905 Deferred tax assets 115,178 108,347 Other assets 34,643 33,729 Total assets $ 1,387,914 $ 1,364,700 Accounts payable and accrued expenses $ 183,918 $ 179,955 Operating lease liabilities, current and 33,228 58,199 non-currentDeferred revenue, current 62,813 59,464 Total notes payable, net and indebtednessunder revolving credit facility, including 240,500 220,500 current portionConvertible senior notes, net 287,176 276,658 Other liabilities 3,048 2,862 Total liabilities $ 810,683 $ 797,638 Total stockholders' equity $ 577,231 $ 567,062

VONAGE HOLDINGS CORP. TABLE 2. SUMMARY CONSOLIDATED OPERATING DATA (Dollars 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 Vonage Communications Platform focused portion of our business:

VonageCommunications Three Months Ended Nine Months EndedPlatform September June 30, September September 30, 30, 30, 2020 2020 2019 2020 2019Revenues: Service $ 218,456 $ 212,310 $ 183,701 $ 626,416 $ 523,060 revenuesAccess andproduct 8,757 9,109 12,120 27,987 35,524 revenues^(1)Service,access andproduct 227,213 221,419 195,821 654,403 558,584 revenuesexcluding USFUSF revenues 6,613 4,830 10,709 15,925 27,563 Total revenues $ 233,826 $ 226,249 $ 206,530 $ 670,328 $ 586,147 Cost of Revenues:Service costof revenues^ $ 105,593 $ 100,638 $ 87,352 $ 298,588 $ 243,496 (2)Access andproduct cost 9,894 10,266 13,858 31,756 41,323 of revenues^(1)Service,access andproduct cost 115,487 110,904 101,210 330,344 284,819 of revenuesexcluding USFUSF revenues 6,613 4,830 10,709 15,925 27,563 Total cost of $ 122,100 $ 115,734 $ 111,919 $ 346,269 $ 312,382 revenues Service margin 51.7 % 52.6 % 52.4 % 52.3 % 53.4 %%Gross margin %excluding USF(Service, 49.2 % 49.9 % 48.3 % 49.5 % 49.0 %access andproduct margin%)Gross margin % 47.8 % 48.8 % 45.8 % 48.3 % 46.7 %

(1) Includes customer premise equipment, access, professional services, and shipping and handling.(2) Excludes depreciation and amortization of $12,691, $9,891, and $8,492 for the quarters ended September30, 2020, June30, 2020 and September30, 2019, respectively, and $32,370 and $24,684 for the nine months ended September30, 2020 and 2019, 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 June 30, September September 30, 30, 30, 2020 2020 2019 2020 2019Revenues: Service $ 71,693 $ 75,045 $ 83,981 $ 223,981 $ 260,225 revenuesAccessandproduct 85 52 69 200 197 revenues^(1)Service,accessandproduct 71,778 75,097 84,050 224,181 260,422 revenuesexcludingUSFUSF 11,045 9,187 11,954 30,130 33,090 revenuesTotal $ 82,823 $ 84,284 $ 96,004 $ 254,311 $ 293,512 revenues Cost of Revenues:Servicecost of $ 8,287 $ 8,671 $ 8,587 $ 25,470 $ 26,706 revenues^(2)Accessandproduct 469 396 1,373 1,438 3,287 cost ofrevenues^(1)Service,accessandproduct 8,756 9,067 9,960 26,908 29,993 cost ofrevenuesexcludingUSFUSF 11,045 9,187 11,954 30,130 33,090 revenuesTotalcost of $ 19,801 $ 18,254 $ 21,914 $ 57,038 $ 63,083 revenues Service 88.4 % 88.4 % 89.8 % 88.6 % 89.7 %margin %Grossmargin %excludingUSF(Service, 87.8 % 87.9 % 88.1 % 88.0 % 88.5 %accessandproductmargin %)Gross 76.1 % 78.3 % 77.2 % 77.6 % 78.5 %margin %

(1) Includes customer premise equipment, access, professional services, and shipping and handling.(2) Excludes depreciation and amortization of $958, $1,257, $1,166 for the quarters ended September30, 2020, June30, 2020 and September30, 2019, respectively, and $3,583 and $3,536 for the nine months ended September30, 2020 and 2019, respectively.

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

VonageCommunications Three Months Ended Nine Months EndedPlatform September June 30, September September 30, 30, 30, 2020 2020 2019 2020 2019Service revenue per $ 527 $ 509 $ 451 $ 504 $ 435 customerVonageCommunications 1.2 % 0.9 % 1.0 % 1.0 % 1.1 %Platform revenuechurn

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 June 30, September September 30, 30, 30, 2020 2020 2019 2020 2019Averagemonthly $ 28.31 $ 27.59 $ 27.56 $ 27.71 $ 26.91 revenuesper lineSubscriberlines (at 951,729 998,475 1,136,112 951,729 1,136,112 periodend)Customer 1.8 % 1.5 % 1.8 % 1.7 % 1.8 %churn

VONAGE HOLDINGS CORP. TABLE 3. RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA AND TO ADJUSTED EBITDA MINUS CAPEX(Dollars in thousands) (unaudited)

Three Months Ended Nine Months Ended September 30, June 30, September 30, September 30, 2020 2020 2019 2020 2019Net loss $ (10,062 ) $ (8,430 ) $ (21,097 ) $ (22,247 ) $ (17,107 ) Interest 7,373 9,321 8,454 24,776 24,517 expenseIncome tax (7,937 ) 1,493 18,248 (6,694 ) (5,127 ) Depreciationand 22,887 20,692 21,319 64,064 63,195 amortizationAmortizationof costs toimplement 670 668 411 1,947 682 cloudcomputingarrangementsEBITDA 12,931 23,744 27,335 61,846 66,160 Share-based 11,530 11,326 12,941 33,972 32,152 expenseAcquisitionrelatedtransaction ? ? 174 ? 621 andintegrationcostsOrganizationaltransformation ? 3,925 3,317 5,119 11,186 ^(1)Restructuringactivities ^ 15,182 ? ? 15,182 ? (2)Othernon-recurring 1,959 2,549 1,014 5,864 3,174 items ^(3)Adjusted 41,602 41,544 44,781 121,983 113,293 EBITDALess: Capital (2,863 ) (1,968 ) (5,970 ) (7,718 ) (15,426 ) expendituresIntangible (70 ) (115 ) ? (260 ) ? assetsAcquisitionanddevelopment of (10,057 ) (9,926 ) (7,839 ) (30,256 ) (20,836 ) softwareassetsAdjustedEBITDA Minus $ 28,612 $ 29,535 $ 30,972 $ 83,749 $ 77,031 Capex

(1) The costs identified as Organizational transformation are related to the Companys announced goal of becoming a pure-play Business software-as-a-service (SaaS) company, offering a suite of communications solutions for businesses. These costs include employee related exits including CEO succession, system change management, facility exit costs, and rebranding.(2) Restructuring activities relate to the Company's business-wide optimization and alignment project initiated in 2020 and include employee related exits and facility exit costs.(3) Other non-recurring items principally include certain litigation charges and other non-recurring project costs.

VONAGE HOLDINGS CORP.TABLE 4. RECONCILIATION OF GAAP NET LOSS TONET INCOME (LOSS) EXCLUDING ADJUSTMENTS(Dollars in thousands, except per share amounts)(unaudited)

Three Months Ended Nine Months Ended September June 30, September September 30, 30, 30, 2020 2020 2019 2020 2019Net loss $ (10,062 ) $ (8,430 ) $ (21,097 ) $ (22,247 ) $ (17,107 )Amortization ofacquisition - 12,948 13,681 13,962 40,408 41,959 relatedintangiblesAmortization ofcosts toimplement cloud 670 668 411 1,947 682 computingarrangementsAmortization of 3,159 3,109 2,948 9,322 3,435 debt discountAcquisitionrelatedtransaction and ? ? 174 ? 621 integrationcostsOrganizationaltransformation ^ ? 3,925 3,317 5,119 11,186 (1)Restructuring 15,182 ? ? 15,182 ? activities ^(2)Othernon-recurring 1,959 2,549 1,014 5,864 3,174 items ^(3)Tax effect on (7,123 ) (5,026 ) (4,583 ) (16,347 ) (12,822 )adjusting itemsNet income(loss) excluding $ 16,733 $ 10,476 $ (3,854 ) $ 39,248 $ 31,128 adjustmentsLoss per common share:Basic and $ (0.04 ) $ (0.03 ) $ (0.09 ) $ (0.09 ) $ (0.07 )dilutedWeighted-averagecommon shares outstanding:Basic and 246,697 245,385 242,336 245,242 241,786 dilutedEarnings percommon share, excludingadjustments:Basic $ 0.07 $ 0.04 $ (0.02 ) $ 0.16 $ 0.13 Diluted $ 0.07 $ 0.04 $ (0.02 ) $ 0.15 $ 0.12 Weighted-averagecommon shares outstanding:Basic 246,697 245,385 242,336 245,242 241,786 Diluted 256,318 253,509 242,336 253,585 250,094

(1) The costs identified as Organizational transformation are related to the Companys announced goal of becoming a pure-play Business software-as-a-service (SaaS) company, offering a suite of communications solutions for businesses. These costs include employee related exits including CEO succession, system change management, facility exit costs, and rebranding.(2) Restructuring activities relate to the Company's business-wide optimization and alignment project initiated in 2020 and include employee related exits and facility exit costs.(3) Other non-recurring items principally include certain litigation charges and other non-recurring project costs.

VONAGE HOLDINGS CORP.TABLE 5. FREE CASH FLOW(Dollars in thousands)(unaudited)

Three Months Ended Nine Months Ended September June 30, September September 30, 30, 30, 2020 2020 2019 2020 2019Net cashprovided by $ 12,628 $ 36,300 $ 31,783 $ 51,431 $ 59,850 operatingactivitiesLess: Capital (2,863 ) (1,968 ) (5,970 ) (7,718 ) (15,426 ) expendituresIntangible (70 ) (115 ) ? (260 ) ? assetsAcquisitionanddevelopment (10,057 ) (9,926 ) (7,839 ) (30,256 ) (20,836 ) of softwareassetsFree cash $ (362 ) $ 24,291 $ 17,974 $ 13,197 $ 23,588 flow

VONAGE HOLDINGS CORP.TABLE 6. RECONCILIATION OF INDEBTEDNESS UNDER REVOLVING CREDIT FACILITY AND CONVERTIBLE SENIOR NOTES TO NET DEBT(Dollars in thousands)(unaudited)

September December 31, 30, 2020 2019Notes payable and indebtedness under revolving 240,500 220,500 credit facility, net of current maturitiesConvertible senior notes, net 287,176 276,658 Unamortized discount on debt 5,912 7,108 Unamortized debt related costs 51,912 61,234 Gross debt 585,500 565,500 Less: Unrestricted cash 48,370 23,620 Net debt $ 537,130 $ 541,880

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 EBITDA, adjusted EBITDA less Capex, adjusted net income, constant currency, net debt (cash), and free cash flow.

Adjusted EBITDA

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

Vonage defines adjusted EBITDA as GAAP net income (loss) before interest, tax, depreciation and amortization, share-based expense, amortization of costs to implement cloud computing arrangements, acquisition related transaction and integration costs, organizational transformation costs and other non-recurring items. The costs identified as organizational transformation are related to the Companys announced goal of becoming a pure-play Business software-as-a-service (SaaS) company, offering a suite of communications solutions for businesses. These costs include employee related exits, system change management, facility exit costs, and rebranding.

Vonage believes that adjusted EBITDA permits a comparative assessment of its operating performance, relative to its performance based on its GAAP results, while isolating the effects of interest, tax, 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, organizational transformation costs and other non-recurring items. Organizational transformation consists principally of costs in connection with exits of employees and facilities, system migration costs and certain professional related fees. Other non-recurring items principally include certain litigation charges and other non-recurring project costs.

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

The Company does not reconcile its forward-looking adjusted EBITDA to the corresponding GAAP measure of net income because stock-based compensation expense and other non-recurring items cannot be reasonably calculated or predicted at this time as they may be significantly impacted by future events,the timing and nature ofwhich cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation is not available without unreasonable effort.

Adjusted EBITDA less Capex

Vonage uses adjusted EBITDA less Capex as an indicator of the operating performance of its business. The Company provides information relating to its adjusted EBITDA 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 EBITDA 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, amortization of costs to implement cloud computing arrangements, acquisition related transaction and integration costs, amortization of debt discount, organizational transformation costs, other non-recurring items 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, organizational transformation, other non-recurring items, and tax effect on adjusting items are not reflective of operating performance. Organizational transformation consists principally of costs in connection with exits of employees and facilities, system migration costs and certain related professional fees. Other non-recurring items principally include certain litigation charges and other non-recurring project costs.

Constant Currency

Vonage reviews its results of operations on both an as reported and on a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance. We calculate constant currency percentages by converting our current period local currency financial results using the prior period exchange rates and comparing these adjusted amounts to our prior period reported results.

Net debt (cash)

Vonage defines net debt (cash) as indebtedness under revolving credit facility, convertible senior notes, discount on debt, and debt related costs less unrestricted cash.

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.

The Company does not reconcile its forward-looking adjusted business total revenue and adjusted business service revenue to the corresponding GAAP measures due to the significant variability and difficulty in making accurate forecasts with respect to the various acquisition-related and one-time events that we exclude, as they may be significantly impacted by future eventsthe timing and nature ofwhich are difficult to predict or are not within the control of management. As such, the Company has determined that reconciliations of these forward-looking non-GAAP financial measures to the corresponding GAAP measures is not available without unreasonable effort.

Safe Harbor Statement

This press release contains forward-looking statements, including statements about the outcome and timing of the strategic review of consumer and operational review, including whether or not the reviews result in a transaction and if so the nature and timing of any such transaction, our business transformation, financing activity, growth priorities or plans, revenues, adjusted EBITDA, churn, seats, lines or accounts, average revenue per customer, cost of communications 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: realizing the benefits of optimization and cost-saving initiatives; the impact of the COVID-19 pandemic; the competition we face; the expansion of competition in the cloud communications market; risks related to the acquisition or integration of businesses we have acquired; 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; developing and maintaining market awareness and a strong brand; developing and maintaining effective distribution channels; 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 vendors; system disruptions or flaws in our technology and systems; our ability to comply with data privacy and related regulatory matters; our ability to scale our business and grow efficiently; the impact of fluctuations in economic conditions, particularly on our small and medium business customers; the effects of significant foreign currency fluctuations; our ability to obtain or maintain relevant intellectual property licenses or to protect our trademarks and internally developed software; fraudulent use of our name or services; restrictions in our debt agreements that may limit our operating flexibility; our ability to obtain additional financing if required; retaining senior executives and other key employees; intellectual property and other litigation that have been and may be brought against us; rapid developments in global API regulation and uncertainties relating to regulation of VoIP services; risks associated with legislative, regulatory or judicial actions regarding our business products; reliance on third parties for our 911 services; liability under anti-corruption laws or from governmental export controls or economic sanctions; actions of activist shareholders; risks associated with the taxation of our business; governmental regulation and taxes in our international operations; 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; risks associated with the settlement and conditional conversion of our Convertible Senior Notes; potential effects the capped call transactions may have on our stock in connection with our Convertible Senior Notes; 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 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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