GlobeNewswire Inc | Feb 18, 2021 07:00AM EST

February 18, 2021

Fourth Quarter 2020 Highlights:

-- Consolidated Revenues of $323 million -- Vonage Communications Platform (VCP) Revenues of $245 million -- VCP Service Revenues increased 17% -- API Revenues Increased 33% -- Unified Communications & Contact Center Service Revenues Increased 4% -- Consolidated Net Loss of $14 Million and Adjusted EBITDA of $48 million

HOLMDEL, N.J., Feb. 18, 2021 (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 and full year ended December 31, 2020.

We took decisive action over the past six months to improve operational efficiency and strategically invest in areas where our solutions best fit the needs of our customers. We continued to execute well in the fourth quarter and delivered solid results, said Rory Read, Vonage Chief Executive Officer. Vonage Communications Platform service revenues grew 17% year over year. Within this, API revenues grew 33% highlighted by high-value APIs, which grew 130% as customers continue to expand usage on our platform. And, our Unified Communications and Contact Center Applications service revenue grew 4%.

Our improved focus and operational execution enabled investments in our product innovation, our tailored go-to-market strategy, and our cross-sell capabilities to drive future growth. And, we are starting to see the initial benefits of these efforts. We are well-positioned with a diverse global customer set across multiple industries, and a world-class senior leadership team to drive our next phase of execution.

Update on Strategic Review of Consumer SegmentThe Company has completed a comprehensive nine-month strategic review of the Consumer business with the assistance of financial, accounting, and legal advisors. Based on this review, which included a detailed analysis of the Consumer business financials, profitability and potential valuation, the Company has determined that it is in the best interests of the Company and its shareholders to terminate the sale process and retain the Consumer business. This decision ensures a strong balance sheet and financial flexibility to invest in VCP capabilities and potential M&A.

As we committed, we have completed a thorough review of the Consumer business and we have decided to retain this business, Read said. Our decision was driven by valuation, the $600 million of cash generation we expect from Consumer over the next five years, and what is best for our company and shareholders. This business is run efficiently and without distraction.

Fourth Quarter 2020 Vonage Communication Platform Segment Results (compared to the year-ago quarter)

-- Vonage Communication Platform revenues of $245 million, representing 12% growth. -- Vonage Communication Platform service revenues of $230 million, a 17% increase. -- API Platform Revenues (which are all Service revenues) grew 33%. High-Value API revenues grew 130%, driven by strength in programmable video, voice and IP messaging. -- Unified Communications and Contact Center service revenues grew 4%. -- Vonage Communication Platform Service Revenue per Customer was $552 per month, up 16%. -- Vonage Communication Platform Service Revenue Churn was 1.3% compared to 1.2%. -- Vonage Communications Platform gross margin was 46%. -- Vonage Communications Platform adjusted EBITDA was ($4) million compared to ($18) million.

Full Year 2020 Vonage Communication Platform Segment Results

-- Vonage Communication Platform revenues were $915 million, representing 14% growth. -- Vonage Communication Platform Service Revenues were $856 million, a 19% increase. -- API Platform Revenues (which are all service revenues) grew 35%. -- Unified Communications and Contact Center Service Revenues grew 7%. -- Vonage Communications Platform gross margin was 48%. -- Vonage Communications Platform adjusted EBITDA was ($57) million compared to ($103) million in the prior year.

Fourth Quarter 2019 Consumer Segment Results (compared to the year-ago quarter)

-- Consumer Revenues were $79 million, down 15%. -- Customer churn was 1.7%, flat to the prior year. -- Average revenue per line ("ARPU") was $28.13, up $0.56. -- Ended the quarter with approximately 900 thousand Consumer subscriber lines. More than 94% of these customers are tenured, defined as customers for more than two years. -- Consumer gross margin was 76%, down 200 basis points. -- Consumer adjusted EBITDA was $52 million, a 17% decrease.

Full Year 2019 Consumer Segment Results

-- Consumer Revenues were $333 million, down 14% from the prior year. -- Customer churn was 1.7%, compared to 1.8% in the prior year. -- Average revenue per line ("ARPU") was $27.77, up $0.73 from the prior year.

Consolidated Income and Balance SheetFor the fourth quarter of 2020, Vonage reported consolidated revenues of $323 million, up from $310 million in the year-ago quarter. Income from operations was $4 million, flat from $4 million in the prior year quarter. GAAP net loss was $14 million, or ($0.06) per share, a decrease from a loss of $2 million in the prior year period, or ($0.01) per share. Fourth quarter adjusted net income(1) was $5 million or $0.02 per share, down from $15 million or $0.06 per share in the prior year period.

For the full year 2020, Vonage reported consolidated revenues of $1.25 billion, up from $1.19 billion in the prior year. Loss from operations was $0.1 million, down from income from operations of $7 million in the prior year. GAAP net loss was $36 million, or ($0.15) per share, for the full year 2020, compared with a net loss of $19 million, or ($0.08) per share, in 2019. Full-year 2020 adjusted net income(1) was $44 million or $0.18 per share, down from $46 million or $0.19 per share in the prior year.

For the fourth quarter, the Company generated Adjusted EBITDA(2) of $48 million, and Adjusted EBITDA minus Capex(2) of $34 million. Net Cash from Operations was $32 million and Free Cash Flow(3) was $18 million for the quarter. Net debt decreased $20 million sequentially to $517 million, resulting in a net debt to Last Twelve Months Adjusted EBITDA ratio of 3.0 times, as of December 31, 2020.

For the full year, Adjusted EBITDA(2) was $170 million and Adjusted EBITDA minus Capex(2) was $117 million. Net Cash from Operations was $84 million and Free Cash Flow(3) was $31 million for the year.

2021 Outlook

For the first quarter of 2021, Vonage expects the following:

-- Vonage Communication Platform revenues in the range of $240 million to $244 million Vonage Communication Platform service revenues are expected to grow 16% to 18%. -- Consumer revenues in the $75 million range. -- Consolidated revenues in the range of $314 million to $318 million. -- Vonage Communication Platform adjusted EBITDA in the ($7) million to ($3) million range. -- Consumer adjusted EBITDA in the $49 million range. -- Consolidated Adjusted EBITDA in the range of $42 to $46 million. -- Capex in the $15 million range.

For the full year 2021, Vonage expects the following

-- Vonage Communication Platform segment revenues in the range of $1.038 billion to $1.054 billion; within this: Vonage Communication Platform service revenues are expected to grow 15% to 17%. -- Consumer revenues in the $285 million range. -- Consolidated revenues in the range of $1.323 billion to $1.339 billion. -- Vonage Communications Platform adjusted EBITDA in the range of $5 million to $9 million. -- Consumer adjusted EBITDA in the range of $185 million to $189 million. -- Consolidated adjusted EBITDA in the range of $190 million to $200 million. -- Capex in the $60 million range.

Conference Call and Webcast

The company will host a conference call to discuss its financial results for the fourth quarter and full year 2020 and other matters at 8:30 AM Eastern Time. To participate, please dial 1-877-407-9716. International callers should dial 1-201-493-6779.

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 1-844-512-2921 or 1-412-317-6671 for international callers, and entering the passcode 13714225.

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.(2) This is a non-GAAP financial measure. Refer below to Table 3 for a reconciliation to GAAP net loss.(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)

ThreeMonthsEnded FortheYearsEnded December31, September30, December31, December31, 2020 2020 2019 2020 2019 (unaudited) (unaudited) (unaudited) (unaudited) (audited)Statement of Operations Data:Revenues, accessand product $ 306,773 $ 298,991 $ 287,466 $ 1,185,357 $ 1,106,472 revenuesUSF revenues 16,522 17,658 22,221 62,577 82,874 Total revenues 323,295 316,649 309,687 1,247,934 1,189,346 Operating Expenses:Service, accessand product costof revenues(excludingdepreciation andamortization of 133,694 124,243 113,398 490,946 428,210 $15,455,$13,649, $9,947,$51,408, and$38,167,respectively)USF cost of 16,522 17,658 22,221 62,577 82,874 revenuesSales and 80,100 85,505 88,598 342,053 363,111 marketingEngineering and 22,387 20,110 19,142 81,484 69,460 developmentGeneral and 41,569 56,835 39,292 182,106 152,672 administrativeDepreciation and 24,853 22,887 23,061 88,917 86,256 amortization 319,125 327,238 305,712 1,248,083 1,182,583 Income (Loss) 4,170 (10,589 ) 3,975 (149 ) 6,763 from operationsOther Income (Expense):Interest expense (7,384 ) (7,373 ) (8,304 ) (32,160 ) (32,821 )Other income 160 (37 ) 455 314 (50 )(expense), net (7,224 ) (7,410 ) (7,849 ) (31,846 ) (32,871 )Loss before (3,054 ) (17,999 ) (3,874 ) (31,995 ) (26,108 )income taxesIncome tax(expense) (10,911 ) 7,937 1,499 (4,217 ) 6,626 benefitNet loss $ (13,965 ) $ (10,062 ) $ (2,375 ) $ (36,212 ) $ (19,482 )Loss per common share:Basic and $ (0.06 ) $ (0.04 ) $ (0.01 ) $ (0.15 ) $ (0.08 )dilutedWeighted-averagecommon shares outstanding:Basic and 248,586 246,697 242,708 246,082 242,018 diluted

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

ThreeMonthsEnded FortheYearsEnded December31, September30, December31, December31, 2020 2020 2019 2020 2019 (unaudited) (unaudited) (unaudited) (unaudited) (audited)Statement ofCash Flow Data:Net cashprovided by $ 32,449 $ 12,628 $ 33,076 $ 83,880 $ 92,926 operatingactivitiesNet cash usedin investing (14,489 ) (12,990 ) (12,817 ) (52,723 ) (52,079 )activitiesNet cash(used in)provided by (23,721 ) 807 (15,687 ) (10,850 ) (21,921 )financingactivitiesCapitalexpenditures,acquisitionof intangibleassets, (14,489 ) (12,990 ) (12,817 ) (52,723 ) (49,079 )acquisitionanddevelopmentof softwareassets

December 31, December 31, 2020 2019 (unaudited) (audited)Balance Sheet Data (at period end): Cash and cash equivalents $ 43,078 $ 23,620 Restricted cash 1,919 2,015 Accounts receivable, net of allowance 116,304 101,813 Prepaid expenses and other current assets 38,361 33,801 Deferred customer acquisition costs, current 85,690 68,982 and non-currentProperty and equipment, net 31,621 48,371 Goodwill 624,328 602,970 Operating lease right of use assets 29,330 50,847 Software, net 80,638 40,300 Intangible assets, net 204,267 249,905 Deferred tax assets 106,374 108,347 Other assets 33,926 33,729 Total assets $ 1,395,836 $ 1,364,700 Accounts payable and accrued expenses $ 175,544 $ 179,955 Deferred revenue, current 65,506 59,464 Total notes payable, net and indebtednessunder revolving credit facility, including 215,500 220,500 current portionOperating lease liabilities, current and 42,573 58,199 non-currentConvertible senior notes, net 290,784 276,658 Other liabilities 3,155 2,862 Total liabilities $ 793,062 $ 797,638 Total stockholders' equity $ 602,774 $ 567,062



VONAGE HOLDINGS CORP. TABLE 2. SUMMARY CONSOLIDATED OPERATING DATA (Dollars in thousands, except per line amounts) (unaudited)

The table below includes summarized income statement information that our management uses to measure the operating performance of the Vonage Communications Platform focused portion of our business:

VonageCommunications ThreeMonthsEnded FortheYearsEndedPlatform December31, September30, December31, December31, 2020 2020 2019 2020 2019Statement ofOperations Data:Revenues,access and $ 238,673 $ 227,213 $ 207,162 $ 893,076 $ 765,746 productrevenuesUSF revenues 6,056 6,613 10,571 21,981 38,134 Total revenues 244,729 233,826 217,733 915,057 803,880 Operating Expenses:Service,access andproduct costof revenues 125,214 115,487 104,681 455,558 389,500 excludingdepreciationandamortizationUSF cost of 6,056 6,613 10,571 21,981 38,134 revenuesSales and 77,083 82,601 84,375 329,702 342,757 marketingEngineeringand 20,181 18,103 16,547 73,012 58,894 developmentGeneral and 38,425 53,847 36,486 167,704 140,720 administrativeDepreciationand 24,433 21,929 21,653 85,210 80,197 amortization 291,392 298,580 274,313 1,133,167 1,050,202 Loss from $ (46,663 ) $ (64,754 ) $ (56,580 ) $ (218,110 ) $ (246,322 )operations

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 ThreeMonthsEnded FortheYearsEndedPlatform December31, September30, December31, December31, 2020 2020 2019 2020 2019Revenues: Service $ 230,077 $ 218,456 $ 196,454 $ 856,492 $ 719,514 revenuesAccess andproduct 8,596 8,757 10,708 36,584 46,232 revenues^(1)Service,access andproduct 238,673 227,213 207,162 893,076 765,746 revenuesexcluding USFUSF revenues 6,056 6,613 10,571 21,981 38,134 Total revenues $ 244,729 $ 233,826 $ 217,733 $ 915,057 $ 803,880 Cost of Revenues:Service costof revenues^ $ 114,491 $ 105,593 $ 92,549 $ 413,079 $ 336,045 (2)Access andproduct cost 10,723 9,894 12,132 42,479 53,455 of revenues^(1)Service,access andproduct cost 125,214 115,487 104,681 455,558 389,500 of revenuesexcluding USFUSF cost of 6,056 6,613 10,571 21,981 38,134 revenuesTotal cost of $ 131,270 $ 122,100 $ 115,252 $ 477,539 $ 427,634 revenues Service margin 50.2 % 51.7 % 52.9 % 51.8 % 53.3 %%Gross margin %excluding USF(Service, 47.5 % 49.2 % 49.5 % 49.0 % 49.1 %access andproduct margin%)Gross margin % 46.4 % 47.8 % 47.1 % 47.8 % 46.8 %

(1) Includes customer premise equipment, access, professional services, and shipping and handling. Excludes depreciation and amortization of $15,331, $12,691, $8,800 for the(2) quarters ended December 31, 2020, September 30, 2020 and December 31, 2019, respectively, and $47,701 and $33,484 for the years ended December 31, 2020 and 2019, respectively.

The table below includes summarized income statement information that our management uses to measure the operating performance of the Consumer focused portion of our business:

Consumer ThreeMonthsEnded FortheYearsEnded December31, September30, December31, December31, 2020 2020 2019 2020 2019Statement ofOperations Data:Revenues,access and $ 68,100 $ 71,778 $ 80,304 $ 292,281 $ 340,726 productrevenuesUSF revenues 10,466 11,045 11,650 40,596 44,740 Total revenues 78,566 82,823 91,954 332,877 385,466 Operating Expenses:Service,access andproduct costof revenues 8,480 8,756 8,717 35,388 38,710 excludingdepreciationandamortizationUSF cost of 10,466 11,045 11,650 40,596 44,740 revenuesSales and 3,017 2,904 4,223 12,351 20,354 marketingEngineeringand 2,206 2,007 2,595 8,472 10,566 developmentGeneral and 3,144 2,988 2,806 14,402 11,952 administrativeDepreciationand 420 958 1,408 3,707 6,059 amortization 27,733 28,658 31,399 114,916 132,381 Income from $ 50,833 $ 54,165 $ 60,555 $ 217,961 $ 253,085 operations

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 ThreeMonthsEnded FortheYearsEnded December31, September30, December31, December31, 2020 2020 2019 2020 2019Revenues: Service $ 68,022 $ 71,693 $ 80,237 $ 292,003 $ 340,462 revenuesAccessandproduct 78 85 67 278 264 revenues^(1)Service,accessandproduct 68,100 71,778 80,304 292,281 340,726 revenuesexcludingUSFUSF 10,466 11,045 11,650 40,596 44,740 revenuesTotal $ 78,566 $ 82,823 $ 91,954 $ 332,877 $ 385,466 revenues Cost of Revenues:Servicecost of $ 8,080 $ 8,287 $ 7,971 $ 33,550 $ 34,677 revenues^(2)Accessandproduct 400 469 746 1,838 4,033 cost ofrevenues^(1)Service,accessandproduct 8,480 8,756 8,717 35,388 38,710 cost ofrevenuesexcludingUSFUSF costof 10,466 11,045 11,650 40,596 44,740 revenuesTotalcost of $ 18,946 $ 19,801 $ 20,367 $ 75,984 $ 83,450 revenues Service 88.1 % 88.4 % 90.1 % 88.5 % 89.8 %margin %Grossmargin %excludingUSF(Service, 87.5 % 87.8 % 89.1 % 87.9 % 88.6 %accessandproductmargin %)Gross 75.9 % 76.1 % 77.9 % 77.2 % 78.4 %margin %

(1) Includes customer premise equipment, access, professional services, and shipping and handling. Excludes depreciation and amortization of $124, $958, $1,147 for the(2) quarters ended December 31, 2020, September 30, 2020 and December 31, 2019, respectively, and $3,707 and $4,683 for the years ended December 31, 2020 and 2019, 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:

VonageCommunication ThreeMonthsEnded FortheYearsEndedPlatform December31, September30, December31, December31, 2020 2020 2019 2020 2019Servicerevenue per $ 552 $ 527 $ 476 $ 516 $ 447 customerVonageCommunications 1.3 % 1.2 % 1.2 % 1.1 % 1.1 %Platformrevenue churn

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 ThreeMonthsEnded FortheYearsEnded December31, September30, December31, December31, 2020 2020 2019 2020 2019Averagemonthly $ 28.13 $ 28.31 $ 27.57 $ 27.77 $ 27.04 revenuesper lineSubscriberlines (at 909,965 951,729 1,087,819 909,965 1,087,819 periodend)Customer 1.7 % 1.8 % 1.7 % 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)

ThreeMonthsEnded FortheYearsEnded December31, September30, December31, December31, 2020 2020 2019 2020 2019Net Loss $ (13,965 ) $ (10,062 ) $ (2,375 ) $ (36,212 ) $ (19,482 )Interest 7,384 7,373 8,304 32,160 32,821 expenseIncome tax 10,911 (7,937 ) (1,499 ) 4,217 (6,626 )Depreciationand 24,853 22,887 23,061 88,917 86,256 amortizationAmortizationof costs toimplement 938 670 680 2,885 1,362 cloudcomputingarrangementsEBITDA 30,121 12,931 28,171 91,967 94,331 Share-based 11,695 11,530 13,090 45,667 45,242 expenseAcquisitionrelatedtransaction ? ? 80 ? 701 andintegrationcostsOrganizationaltransformation ? ? 3,347 5,119 14,533 ^(1)Restructuringactivities^ 3,731 15,182 ? 18,913 ? (2)Othernon-recurring 2,654 1,959 $ 115 8,518 3,289 items ^(3)Adjusted $ 48,201 $ 41,602 44,803 $ 170,184 $ 158,096 EBITDA ConsumerAdjusted $ 52,169 $ 56,001 $ 62,542 $ 227,152 $ 261,362 EBITDAVCP Adjusted (3,968 ) (14,399 ) (17,739 ) (56,968 ) (103,266 )EBITDAAdjusted 48,201 41,602 44,803 170,184 158,096 EBITDALess: Capital (2,853 ) (2,863 ) (4,847 ) (10,571 ) (20,273 )expendituresIntangible (52 ) (70 ) (318 ) (312 ) (318 )assetsAcquisitionanddevelopment of (11,584 ) (10,057 ) (7,652 ) (41,840 ) (28,488 )softwareassetsAdjustedEBITDA Minus $ 33,712 $ 28,612 $ 31,986 $ 117,461 $ 109,017 Capex

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

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

ThreeMonthsEnded FortheYearsEnded December31, September30, December31, December31, 2020 2020 2019 2020 2019Net loss $ (13,965 ) $ (10,062 ) $ (2,375 ) $ (36,212 ) $ (19,482 )Amortization ofacquisition - 13,131 12,948 14,968 53,539 56,927 relatedintangiblesAmortization ofcosts toimplement cloud 938 670 680 2,885 1,362 computingarrangementsAcquisitionrelatedtransaction and ? ? 80 ? 701 integrationcostsAmortization of 3,210 3,159 2,996 12,532 6,431 debt discountOrganizationaltransformation ^ ? ? 3,347 5,119 14,533 (1)Restructuring 3,731 15,182 ? 18,913 ? activities^ (2)Othernon-recurring 2,654 1,959 115 8,518 3,289 items ^(3)Tax effect on (4,969 ) (7,123 ) (4,659 ) (21,316 ) (17,481 )adjusting itemsNet incomeexcluding $ 4,730 $ 16,733 $ 15,152 $ 43,978 $ 46,280 adjustmentsLoss per common share:Basic and $ (0.06 ) $ (0.04 ) $ (0.01 ) $ (0.15 ) $ (0.08 )dilutedWeighted-averagecommon shares outstanding:Basic and 248,586 246,697 242,708 246,082 242,018 dilutedEarnings percommon share, excludingadjustments:Basic $ 0.02 $ 0.07 $ 0.06 $ 0.18 $ 0.19 Diluted $ 0.02 $ 0.07 $ 0.06 $ 0.17 $ 0.19 Weighted-averagecommon shares outstanding:Basic 248,586 246,697 242,708 246,082 242,018 Diluted 258,211 256,318 249,624 254,874 250,034

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

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

ThreeMonthsEnded FortheYearsEnded December31, September30, December31, December31, 2020 2020 2019 2020 2019Net cashprovided by $ 32,449 $ 12,628 $ 33,076 $ 83,880 $ 92,926 operatingactivitiesLess: Capital (2,853 ) (2,863 ) (4,847 ) (10,571 ) (20,273 )expendituresIntangible (52 ) (70 ) (318 ) (312 ) (318 )assetsAcquisitionanddevelopment (11,584 ) (10,057 ) (7,652 ) (41,840 ) (28,488 )of softwareassetsFree cash $ 17,960 $ (362 ) $ 20,259 $ 31,157 $ 43,847 flow

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

December 31, December 31, 2020 2019 Convertible senior notes, net 290,784 276,658 Notes payable and indebtedness under revolving 215,500 220,500 credit facility, net of current maturitiesUnamortized debt related costs 5,512 7,108 Unamortized discount on debt 48,704 61,234 Gross debt 560,500 565,500 Less: Unrestricted cash 43,078 23,620 Net debt $ 517,422 $ 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 previously announced goal of becoming a pure-play 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. Restructuring activities relate to the Company's business-wide optimization and alignment project initiated in 2020 and include employee related exit costs and further facility exit costs executed upon as part of the overall project. Other non-recurring items principally include certain litigation charges and other non-recurring project costs such as the review of the Consumer business and the business optimization project, both of which were initiated in 2020.

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 future financial results, 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: 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; realizing the expected benefits of our business optimization or other cost-savings plans; risks related to the acquisition or integration of businesses we have acquired; our ability to scale our business and grow efficiently; the nascent state of the cloud communications for business market; our ability to retain customers and attract new customers cost-effectively; developing and maintaining effective distribution channels; risks associated with sales of our services to medium-sized and enterprise customers; the effects of COVID-19 on our business; our reliance on third-party hardware and software; our dependence on third-party vendors; reliance on third parties for our 911 services; the impact of fluctuations in economic conditions, particularly on our small and medium business customers; the effects of significant foreign currency fluctuations; developing and maintaining market awareness and a strong brand; retaining senior executives and other key employees; security breaches and other compromises of information security; system disruptions or flaws in our technology and systems; our ability to comply with data privacy and related regulatory matters; unfavorable litigation or governmental investigations; 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; 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; liability under anti-corruption laws or from governmental export controls or economic sanctions; 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; actions of activist shareholders; restrictions in our debt agreements that may limit our operating flexibility; our ability to obtain additional financing if required; 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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