VONAGE HOLDINGS CORP (Form: 10-K, Received: 02/24/2022 17:19:30)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION • WASHINGTON, D.C. 20549

FORM 10-K

☒

Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

☐

Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the fiscal year ended

12/31/2021

For the transition period from to

Commission file number 001-32887

VONAGE HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware

11-3547680

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)

23 Main Street

Holmdel

New Jersey

07733

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (732) 528-2600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.001 Per Share

Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Check one:

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.) ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at June 30, 2021 was $3,424,586,344 based on the closing price of $14.41 per share.

The number of shares outstanding of the registrant’s common stock as of January 31, 2022 was 254,055,494.

Documents Incorporated By Reference

Portions of Part III will be incorporated by reference in accordance with Instruction G(3) to Form 10-K no later than 120 days after the end of the Company's fiscal year.

VONAGE HOLDINGS CORP.

FORM 10-K

FOR THE FISCAL YEAR ENDED December 31, 2021

TABLE OF CONTENTS


		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	26
Item 3.	Legal Proceedings	26
Item 4.	Mine Safety Disclosures	26
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Item 6.	Reserved	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 8.	Financial Statements and Supplementary Data	46
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	46
Item 9A.	Controls and Procedures	47
Item 9B.	Other Information	49
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	50
Item 11.	Executive Compensation	50
Item 12.	Delinquent Section 16(a) Reports	50
Item 13.	Certain Relationships and Related Transactions, and Director Independence	50
Item 14.	Principal Accountant Fees and Services	50
PART IV
Item 15.	Exhibits, Financial Statement Schedules	51
Item 16.	Form 10-K Summary	93
	Signatures	94

FORWARD-LOOKING STATEMENTS

VONAGE ANNUAL REPORT 2020

Table of Contents

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains statements and other information which are deemed to be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995, or the Litigation Reform Act. These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.

The words "plan," “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events, are subject to certain risks, uncertainties, and assumptions, and are not a guarantee of future performance. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in such forward-looking statements or information. In light of the significant uncertainties in these forward-looking statements, you should not place undue reliance on these forward-looking statements. The forward-looking statements and information contained in this Annual Report on Form 10-K relate to events and state our beliefs and the assumptions made by us only as to the date of this Annual Report on Form 10-K. We do not intend to update these forward-looking statements, except as required by law.

In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Annual Report on Form 10-K, any exhibits to this Form 10-K and other public statements we make. 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; incremental business, regulatory, and reputational risks related to the pending Ericsson merger; timing and satisfaction of the closing conditions related to the Ericsson merger; 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” section and other sections of this Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and amendments to these reports.

FINANCIAL INFORMATION PRESENTATION

For the financial information discussed in this Annual Report on Form 10-K, other than per share and per line amounts, dollar amounts are presented in thousands, except where noted.

1 VONAGE ANNUAL REPORT 2021

Table of Contents

GLOSSARY OF TERMS

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:



2018 Credit Facility						$100 million senior secured term loan and $500 million revolving facility due 2023
Convertible Senior Notes						$345 million aggregate principal amount of 1.75% convertible notes due 2024
API						Application Program Interfaces


ASC						The FASB Accounting Standards Codification, which the FASB established as the source of authoritative GAAP
ASU						Accounting Standards Updates - updates to the ASC
CCaaS or CC						Contact Center as a Service
Code						Internal Revenue Code of 1986, as amended
CPaaS						Communications Platform as a Service
CRM						Customer Relationship Management
Exchange Act						The Securities Exchange Act of 1934, as amended
ECP						Electronic Check Payments
EPS						Earnings Per Share
FASB						Financial Accounting Standards Board
FCC						Federal Communications Commission
FCPA						Foreign Corrupt Practice Act
GDPR						European Union General Data Protection Regulation
IP						Internet Protocol
IRS						Internal Revenue Service
LIBOR						London Inter-Bank Offered Rate
MPLS						Multi-Protocol Label Switching
NOLs						Net Operating Losses
NVM						NewVoiceMedia Limited
QoS						Quality of Service
SaaS						Software as a Service
SAB						Staff Accounting Bulletins
SD-WAN						Software-Defined Wide Area Network
SEC						U.S. Securities and Exchange Commission
SIP						Session Initiation Protocol
SMB						Small to medium-sized business
SMS						Short Message Service

TokBox						Collectively, Telefonica Digital, Inc., TokBox, Inc., and TokBox Australia Pty Limited
TSR						Total Shareholder Return
UCaaS or UC						Unified Communications as a Service
UI						User Interface
USF						Federal Universal Service Fund
VBC						Vonage Business Communications
VCC						Vonage Contact Center
VCP						Vonage Communications Platform, formerly referred to as Business
VoIP						Voice over Internet Protocol

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PART I

ITEM 1. Business

OVERVIEW AND STRATEGY

At Vonage, our vision is to accelerate the world's ability to connect. We are observing a secular change in the way business is done, with a fundamental shift in how communications technologies are being leveraged in almost every industry. Through the Vonage Communications Platform, our strategy is to deliver a single leading cloud communications platform that powers our customers' and partners' global engagement solutions using our APIs, Unified Communications, and Contact Center innovations. We believe that the Vonage Communications Platform's products and services are well positioned to take advantage of emerging trends with sizable, growing total addressable markets as companies look to cloud-based communications solutions and API programming architectures as part of their digital transformation.

For our Consumer customers, we enable users to access and utilize our services and features, via their existing internet connections, including over 3G/4G, LTE, Cable, or DSL broadband networks. This technology enables us to offer our Consumer customers attractively priced voice and messaging services and other features around the world on a variety of devices. Our Consumer strategy is focused on the continued penetration of our core North American markets, which provide value in international long distance and target under-served segments.

EVOLUTION OF VONAGE

Founded in 2001, Vonage was among the first companies to provide Voice over Internet Protocol technology offering feature-rich, low-cost home phone services. Through a series of strategic acquisitions and organic growth, Vonage since has transformed from a VoIP-based residential service provider to a global leader in business cloud communications.

Beginning in November 2013 and continuing through September 2015, Vonage acquired four unified communications-as-a-service companies which began its transformation into a buisness-to-business cloud communications company. In 2016 and 2018, Vonage expanded its offering into the API space with the completion of the acquisition of Nexmo, Inc., a global leader in communications platform as a service and TokBox Inc., an industry leader in WebRTC programmable video that enables developers and enterprises to integrate live video into existing websites, mobile apps and IoT devices with only a few lines of code.

Also in 2018, Vonage completed the acquisition of NewVoiceMedia, an industry-leading cloud contact center-as-a-service provider. This acquisition enabled Vonage to combine its robust Unified Communications and API solutions with NVM's pure-play cloud contact center offerings, culminating in our ability to provide an end-to-end communication experience for an organization's team members and customers.

In 2021, Vonage completed the acquisition of certain assets and liabilities of Jumper AI Ptd. Ltd., a leader in omnichannel conversational commerce solutions. The acquisition expanded Vonage's total addressable market and complemented its robust portfolio of APIs with a packaged AI-enabled conversational commerce offering.

On November 22, 2021, the Company, Telefonaktiebolaget LM Ericsson (publ) ("Ericsson") and Ericsson Muon Holding Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the acquisition of the Company by Ericsson for approximately $6.2 billion in cash. The proposed transaction received the required approval of the Company's stockholders on February 9, 2022 and is expected to be consummated during the first half of 2022 following the satisfaction of certain other customary conditions.

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OPERATING SEGMENTS

Our business is organized under two reportable operating segments: Vonage Communications Platform and Consumer. The Vonage Communications Platform includes our APIs, Unified Communications, Contact Center service offerings and products. The Vonage Communications Platform represents the Company’s strategic business as the source of future growth. Our Consumer segment includes our communications solutions for residential customers based on the Company's roots in providing VoIP communication services. Additional discussions of our reportable segments is included in Note 16, Industry Segment and Geographical Information to the Consolidated Financial Statements. The following tables summarize our revenues for each of our operating segments for the years ended December 31, 2021, 2020, and 2019:

Vonage Communications Platform

Our strategic business is the Vonage Communications Platform, which delivers a single leading cloud communications platform that powers our customers' and partners' global engagement solutions using our APIs, Unified Communications, and Contact Center innovations. The Vonage Communications Platform brings unique value to businesses by providing multiple communications channels - including video, voice, messaging, email, verification, and artificial intelligence - that integrate into the applications, products and workflows that our customers are already using. We believe this delivers both the power and the flexibility to our customers to address the growing need to transform their communications, connections and experiences for customers and enables the type of business continuity, remote work, and remote delivery of services that are now essential for team members.

The following provides a more detailed description of the products and services within the Vonage Communications Platform:

APIs

Our APIs are fully programmable, embeddable and customizable, enabling software developers to build communications capabilities such as messaging and voice calling within their applications without having to build or maintain communications infrastructure.

Our APIs aim to remove the complexities of the global communications networks and deliver video, voice, chat, messaging, verification, and artificial intelligence capabilities that developers can easily embed into their applications with a low risk, pay-as-you-go business model that fosters innovation. Developers adopt our APIs via a low friction, self service model on our website where they start with a free trial account and pay for additional usage via prepaid accounts. Customers include digital native companies that are looking to disrupt an existing industry, enterprises undergoing digital transformation, and enterprise SaaS companies looking to enhance their products with embedded communications capabilities.

The need for companies to jump between these modes of communication is being driven by today's customer. There is an increased need among businesses to provide their customers with the ability to connect and communicate on their customers' own preferred channels. In an increasingly digital world, this is what customers have come to expect. Our APIs enable businesses to implement these programmable capabilities quickly, with just a few lines of code, and without the need for in-house IT support or expertise.

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Our APIs include, but are not limited to, the following:

Communications APIs

•Voice API: Voice API enables companies to deliver better and more flexible voice experiences when communicating with their customers within the context of their existing business workflow, backed by the quality, strength and reliability of the Vonage network in the United States and tier one carriers globally.

•SIP Trunking: Session Initiation Protocol Trunking enables companies to rapidly connect their private branch exchanges to the global telecommunications networks using a pay as you go model and without having to negotiate lengthy carrier contracts.

•SMS API: SMS API enables companies to send and receive SMS messages within the context of their existing business workflows. The direct to carrier approach and patented Adaptive Routing algorithm enables us to deliver messages reliably and with low latency, globally.

•Messages API and Dispatch API: Together they enable brands to engage with their customers wherever they prefer, elevating customer communications by meeting customers on the channels they find most engaging.

•Video API: Programmable video enables developers, independent software vendors, and enterprises to incorporate highly scalable point-to-point and multi-party video into websites, mobile applications and IoT devices with only a few lines of code.

Authentication APIs

•Verify: Verify API enables companies to deploy two-factor-authentication for their applications to help them acquire genuine customers and to protect against fraud. With a single API call, Verify delivers messages via SMS and voice calls if required to ensure high conversion rates. In addition, customers pay only for successful authentications.

•Number Insight: Number Insight API enables companies to get real time intelligence on phone numbers anywhere in the world to ensure numbers are valid and reachable and to discover other insights such as carrier information, roaming status whether a landline or mobile, and caller name.

Use Case APIs and Programmable Numbers

•Audit API: Enables organizations to build security information and event management alerts, and access real-time information on user activities and events within accounts.

•Reports API: Reports API allows applications to access all voice and data in a single location.

•Virtual Phone Numbers: We offer phone numbers that are local all over the world enabling our customers to have a local presence globally. We also offer toll free numbers and short codes in the United States and Canada. Our numbers can be provisioned and de-provisioned programmatically to enable maximum utilization.

Our product offerings combined with the strength of our network, enables us to partner closely with customers to ensure that they are successful through a personalized account management experience, high quality support and consulting services. Our APIs products are supported through our close relationships with tier one carriers across the globe and offer local numbers in more countries along with its private MPLS network with numerous points of presence in the United States allowing us to offer high voice quality, lower costs and increased reliability. Our extensive network of more than one million developers provides customers with the ability to foster rapid innovations, including extensive developer documentation, sample codes, tutorials, libraries and free online support.

Unified Communications

Vonage Business Communications

Vonage Business Communications is our cloud-native, proprietary technology platform which delivers integrated unified communication services. It provides a cost-effective, highly scalable, feature-rich solution, delivered over-the-top of a customer’s broadband. All VBC features and functionality offerings include access to a mobile application, including the ability to update account profiles, manage devices, and contact call logs directly from a mobile device. We also offer virtual extensions, which connects employees to a business phone number through their mobile phones.

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VBC integrates with other third-party software applications to improve workflow and enhance productivity via the Vonage App Center ecosystem. Built on a microservices architecture, Vonage App Center creates embedded, UI-level integrations with high-value applications, placing critical functionality at the fingertips of VBC users within a single, familiar interface. Our software uses a combination of open APIs and pre-built integrations to enhance functionality with data from other third-party enterprise applications including Salesforce, Microsoft Dynamics, Microsoft Teams, NetSuite, Zendesk, Oracle Sales Cloud, Hubspot, and others. The investments we have made have enabled scalability to allow Vonage Business Communications to serve a broader customer base.

The launch of VBC was quickly followed by innovations to improve and build upon this service with new features and functionality that we believe transforms the way businesses connect, including:

•VBC Desktop Connect App, which allows employees to start their day in the redesigned Vonage Business Cloud Mobile App and switch to the desktop when they reach the office;

•VonageFlow, a proprietary workstream collaboration solution;

•Business Inbox, which allows customers to reply to messages sent in messaging apps like Facebook Messenger, providing the ability to respond to customers in real-time directly within the app, organizing customer requests in one unified inbox; and

•Vonage Meetings, a programmable video capability which is fully integrated with VBC and leverages Vonage APIs to enable voice, SMS, social, team messaging, and video all within a single interview for a simple, clean user experience.

Vonage Business Enterprise

Vonage Business Enterprise is a purpose-built cloud based platform for existing mid-market and enterprise customers, providing a complete set of enhanced unified communication and collaboration services, including: voice, data, video, mobile and contact center services. We focus on customers for whom guaranteed quality of service and uniformity of services across all locations is critical. We deliver services to this customer base over our private, nationwide, fully redundant, secure IP MPLS network using network points of presence that allow us to deliver dedicated, secure and private bandwidth utilizing all forms of last mile technologies including EoC and Fiber and bandwidth ranging from 1.5Mbps to 1Gbps. Services we deliver include Wide Area Networking, or WAN, Internet Access, MPLS VPN, Managed Firewall, Hosted UCaaS, Hosted Video Conferencing, Web Collaboration, Secure Instant Messaging & Presence, Mobility and Fixed Mobile Convergence.

Vonage Contact Center

Vonage Contact Center provides customers with a robust offering, driving intelligent interactions for customers and agents through emerging technologies such as skills-based routing, real-time sentiment analysis and chatbots. With VCC, we enhance the agent and customer experience by providing a modern contact center with seamless integration into productivity tools and business applications - all on a single, flexible, and unified platform. Our cloud contact center solution can be integrated with the VBC unified communications solution providing an end-to-end communications experience for enhanced customer engagement and conversation. By integrating with today’s leading business applications, productivity tools and CRMs such as Salesforce, ServiceNow, and Microsoft Dynamics, Vonage Contact Center solution delivers better omni-channel interactions and robust analytics, giving businesses the ability to customized agent, employee, and customer connections and workflows to deliver great customer experiences and enhanced productivity - from anywhere.

With the Vonage Contact Center solution, we believe that Vonage is the only cloud communication company that can combine deep CRM integrations with the full range of programmable communications capabilities to enhance the way agents connect with each other and with customers.

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Consumer

For our Consumer segment, we enable customers to access and utilize our services and features via their existing internet connections, including over 3G/4G, LTE, Cable, or DSL broadband networks. This technology enables us to offer our Consumer customers attractively priced voice and messaging services and other features around the world on a variety of devices. Our home telephone services are offered to customers through several service plans with different pricing structures. The service plans include basic features such as voicemail, call waiting, and call forwarding as well as unique features such as Simulring, Visual Voicemail, Boomerang and Extensions. We also charge for local and international calling outside of plan limits.

We have two primary Consumer offerings available in the United States: Vonage World and Vonage North America. Each of our Consumer calling plans provides a number of basic features including call waiting, caller ID with name, call forwarding, and voicemail. Vonage plans also include unlimited Vonage Visual Voicemail, which is “readable voicemail” delivered via email or SMS text message, Vonage Extensions, which extends the plan, and inbound calling, to additional phone numbers and devices, and selective call block, which allows users to block unwanted calls. We also offer, in some cases for additional fees, features such as area code selection, virtual phone numbers, and web-enabled voicemail. Additionally, we also provides similar product offerings to customers in both Canada and the United Kingdom.

NETWORK OPERATIONS

Our network uses our customer’s existing or Vonage procured high-speed broadband Internet service to allow calls over the Internet either from a standard telephone through a Vonage-enabled device or through soft phone software or mobile client applications. Our Unified Communications services are not dependent on any specific type or provider of Internet service, and our customers are free to change their Internet service provider in response to a competitive alternative, or because they have moved to a different location. For many of our Business Enterprise customers, our Unified Communications services are delivered over the Company's private, nationwide, fault tolerant, secure IP MPLS network under multi-year contracts to provide the high level of interconnection quality and the ability to offer service level agreements, or SLA, guaranteeing certain levels of voice service performance.

Our network is scalable and geographically distributed for robustness, high availability, and reliability across multiple call processing sites, using regional data interconnection points, where calls to non-Vonage customers are interconnected with the public switched telephone network. We periodically assess the locations of its regional data connection points in connection with efforts to improve the quality of and efficiency in delivering our service. Our interconnections with the public switched telephone network, or IP/SIP networks, are made pursuant to commercial agreements we have with several telecommunications providers. Under these agreements, we transfer calls originated by customers to other carriers who connect the call to the called party or connect peer to peer. We have a varying degree of settlement arrangements with our carrier partners for indirect third party or direct termination of calls. The calls are routed from our network to other carriers’ interconnected circuits at co-location facilities in which the Company leases space. This method of connecting to the public switched telephone or IP/SIP networks allows us to expand capacity quickly, as necessary to meet call volume, and to provide redundancy within the network.

Because Vonage’s system is standards based and not constrained to use any specific broadband service provider to connect to our customers, we can centrally manage and share resources across our customer base to minimize capital investment when entering new markets.

MARKETING

In connection with our transformation from a consumer telecommunications company to a business-focused SaaS provider, beginning in 2020 we introduced a rebranding of the Company and began a focused pivot to drive relevancy in our key business markets. Our marketing objective is to help drive growth, revenue, and relevancy across our business markets. Vonage employs an integrated multi-channel approach to marketing, whereby we evaluate and focus efforts on efficient marketing vehicles to accomplish its goals with the greatest return on investment. To do this, we make use of both broad-reaching and highly-targeted media channels.

For VCP customers, our primary source of lead acquisition is digital marketing in the form of search engine marketing, digital advertising, social media advertising, and affiliate programs. We also utilize database marketing and lead aggregators to source business leads and use direct marketing and account-based marketing to help source leads and create interest in our solutions. For Consumer customers, we have a highly optimized acquisition approach and focus mainly on digital advertising channels.

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We make use of marketing research to gain insights into brand, product, and service performance, and utilize those learnings to improve our messaging and media plans. Market research is also leveraged in the areas of testing, retention marketing, and product marketing to ensure we bring compelling products and services to market for our customers.

The Vonage brand is a meaningful factor for customers as they consider business services. We continue to invest in the equity of our brand in order to retain and expand our customer base and to position Vonage as a technology leader that delivers innovative, unified communication services and APIs to help businesses around the world accelerate digital transformation for a fundamentally new way of doing business.

SALES AND DISTRIBUTION

Enterprise Sales

In order to continue to expand in the enterprise sales channel, which we define as businesses larger than 1,000 seats, the enterprise sales organization is positioned to provide high quality business services for Enterprise, through our fully managed solution, which utilizes BroadSoft’s enterprise-grade call processing platform, with a broad portfolio of products delivered over its own private, national MPLS network, with numerous Points-of-Presence, or POPs, across the country and our own team of service delivery project managers using our proprietary provisioning tool Zeus, or with SmartWan, as well as our industry leading CPaaS products. Additionally, Contact Center solutions are commonly integrated into Enterprise solutions

Developer Ecosystem

Our API platform products are principally adopted and consumed by software developers all over the world. Given the nature of the business, we invest significant time and effort to build, recruit, and maintain developers and various software ecosystems. We have a large developer ecosystem worldwide with over one million registered developers.

Field Sales and Inside Sales - SMB and Midmarket

We utilize our team of sales agents (or field sales team), primarily based in geographic territories comprising customers and prospects to market and sell our business services. These field sales agents utilize a consistent, automated, highly-structured sales process to effectively educate prospective customers regarding our services. We have developed a scalable model applicable to both existing and new markets now have a field sales presence in 20 markets within the United States and made significant expansion into new markets globally primarily supporting Vonage APIs. For customers in the SMB segment, we leverage an Inside Sales team to provide solutions across our cloud communications offerings.

Channel Sales

In addition to the inside sales and field sales team, Vonage also has a dedicated team focused on channel sales who work with channel partners to market and sell business services, which helps to broaden sales distribution. Vonage continues to develop and expand this channel program by adding new a new Channel Chief, channel managers, and additional national master agents. Vonage now has a broad and deep coverage of the U.S. market through a network of over 20,000 sub agents and resellers.

Self-Service

Customers can subscribe to consumer services at Vonage websites, http://www.vonageforhome.com, http://www.vonageforhome.ca, http://www.vonageforhome.co.uk. U.S. VCP customers can subscribe to Unified Communications services at www.vonage.com, through our main toll-free number 1-844-365-9460, or through campaign-driven sales lines listed on our www.vonage.com web pages. Additionally, Vonage's API enablement and developer focus lends itself to a self-service model. Developers can register, sign up and test, and scale their businesses easily and quickly without having to engage with anyone at Vonage at www.vonage.com. This allows customers to self-provision their accounts with the aim of improving the customer experience while reducing customer acquisition costs.

INTELLECTUAL PROPERTY

Vonage currently owns over 250 issued U.S. patents as well as a number of foreign patents and pending U.S. and foreign patent applications. The Company routinely reviews technological developments with technology staff and business units to identify the aspects of Vonage technology that provide us with a technological or commercial advantage and seek intellectual property and patent protection as appropriate to protect such key proprietary technology in the United States and internationally, based on our assessment in light of applicable law. The Company's policies require our employees to assign intellectual property rights developed in the scope of or in relation to, company business and to treat proprietary know-how and materials as confidential information.

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Vonage has acquired multiple U.S. and foreign patents, and obtained licenses to numerous other patents. The Company owns numerous United States and international trademarks and service marks and have applied for registration of trademarks and service marks in the United States and abroad to establish and protect brand names as part of intellectual property strategy.

COMPETITION

In connection with its cloud communications products, Vonage faces competition from the traditional telephone and cable companies as discussed below, as well as from vendors of premises-based solutions or hosted solutions including the following:

•Independent cloud service providers;

•Premises-based business communication equipment providers;

•Hosted communication services providers;

•Traditional technology companies; and

•Emerging competitors in technology companies.

As the cloud communications market evolves, and the convergence of voice, video, messaging, mobility and data networking technologies accelerates, Vonage may face competition in the future from companies that do not currently compete in the market, including companies that currently compete in other sectors, companies that serve consumers rather than business customers, or companies which expand their market presence to include cloud communications.

Vonage faces strong competition from traditional telephone companies, cable companies, wireless companies, alternative communication providers, direct unified communications providers, legacy consumer VOIP businesses, large technology incumbents, and collaboration providers in the consumer, mobile, SMB and enterprise markets. Because most of the Company's target customers are already purchasing communications services from one or more of these providers, success is dependent upon our ability to attract these customers away from their existing providers. The principal competitive factors affecting our ability to attract and retain customers are price, call quality, brand awareness, customer service, network and system reliability, service features and capabilities, scalability, usability, simplicity, mobile integration and the unique ability to deliver APIs to business customers in addition to our Unified Communications and Contact Center Communications offerings.

There is a continuing trend toward consolidation of competitive companies, including the acquisition of alternative communication providers by Internet product and software companies with significant resources. In addition, certain of our competitors have partnered and may in the future partner with other competitors to offer products and services, leveraging their collective competitive positions. Vonage is also subject to the risk of future disruptive technologies, which could give rise to significant new competition.

HUMAN CAPITAL MANAGEMENT

Successful execution of our strategy is dependent on attracting, developing and retaining key employees and members of our management team. At Vonage, we believe our culture is our human capital competitive advantage that empowers us to win in the marketplace. We believe the substantial skills, experience, and industry knowledge of our employees. These beliefs are built on a core set of values: accountability, collaboration, trust, and excellence. Vonage leaders strive to foster an environment that empowers team members to drive results, delight customers, and inspire teams.

There are several ways in which we attract, develop, and retain highly qualified talent, including:

•Strategic Approach to Work-Life Balance, Diversity, and Inclusion. As part of our strategic plan, we have implemented flexible remote working and parental leave for all employees, have mandatory unconscious bias and culture training for all employees, implement company-sponsored networking events for female employees, and have milestones in place to achieve gender pay parity. Objectives and key results for our senior executives also include metrics on diversity, pay equity, voluntary terminations, and internal mobility. We have also established a Diversity, Equity, and Inclusion Committee that is focused on promoting race, gender, and ethnic diversity throughout the organization.

•Investments in Employee Training and Development. In order to foster internal promotion and development, we continue to implement accelerated leadership development and emerging leadership programs to a diverse set of employees throughout the organization. We also continue to implement development and training programs for all employees including product and sales, Code of Conduct, conflicts of interest, information security and cybersecurity, anti-harassment and anti-bribery, and insider trading prohibitions.

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EMPLOYEES

As of December 31, 2021, we had 2,082 employees, none of which are subject to a collective bargaining agreement.

AVAILABLE INFORMATION

Vonage was incorporated in Delaware in May 2000 and changed our name to Vonage Holdings Corp. in February 2001. Vonage maintains a website with the address www.vonage.com. References to our website are provided as a convenience, and the information contained on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K. Other than an investor’s own Internet access charges, we make available free of charge through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we have electronically filed such material with, or furnished such material to, the U.S. Securities and Exchange Commission, or SEC. Copies are also available, without charge, by writing to Vonage’s Investor Relations Department at Vonage Holdings Corp., 23 Main Street, Holmdel, NJ 07733 or calling us at 732.365.1328 or sending an email through the Vonage Investor Relations website at http://ir.vonage.com/. Reports filed with the SEC may be viewed at www.sec.gov or obtained at the SEC Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

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ITEM 1A. Risk Factors

You should carefully consider the risks below, as well as all of the other information contained in this Annual Report on Form 10-K and our financial statements and the related notes included elsewhere in this Annual Report on Form 10-K, in evaluating our company and our business. Any of these risks could materially adversely affect our business, financial condition and results of operations and the trading price of our common stock.

Risks Relating to our Business Operations, Strategic Planning and Product Development

If we are unable to compete successfully, we could lose market share and revenue.

The business cloud communications markets and consumer services markets in which we participate are highly competitive. We face intense competition from a broad set of companies, including: software as a service companies, contact center as a service companies, other alternative communication providers, and other providers of cloud communications services; and traditional telephone, wireless service providers, cable companies and alternative communications providers with consumer offerings

Many of these providers are substantially larger and better capitalized than us and have the advantage of greater name and brand name recognition, and have a large existing customer base. These service providers may have the ability to devote greater resources to their communications services and may be able to respond more quickly and effectively than we can to new or changing opportunities. Our competitors' financial resources may allow them to offer services at prices below cost or even for free in order to maintain and gain market share or otherwise improve their competitive positions. Some of our competitors also could use their greater financial resources to develop and market services with more attractive features and more robust customer service. To the extent that these or other companies strengthen their offerings, we may have to reduce our prices, increase promotions, or offer additional features, which may adversely impact our revenues and profitability.

As the cloud communications services market evolves, and the convergence of voice, video, messaging, mobility, artificial intelligence and data networking technologies accelerates, we may face competition in the future from companies that do not currently compete in the cloud communications services market.

As the cloud communications services market evolves, combining voice, video, messaging, mobility, artificial intelligence and data networks, and information technology and communication applications, opportunity is created for new competitors to enter the cloud communications services market and offer competing products, including companies that currently compete in other sectors, companies that serve consumer rather than business customers, or companies which expand their market presence to include business communications. This new competition may take many forms, and may offer products and applications similar to ours. If these new competitors emerge, the cloud communications services market may become increasingly competitive and we may not be able to maintain or improve our market position. Our failure to do so could materially and adversely affect our business and results of operations.

Our pending merger with Telefonaktiebolaget LM Ericsson (publ) (“Ericsson”) creates incremental business, regulatory and reputational risks and failure to close the merger could negatively impact the share price and the future business and financial results of the Company.

On November 22, 2021, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Ericsson and Ericsson Muon Holding Inc.. The proposed transaction with Ericsson entails important risks, including, among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the inability to complete the proposed merger due to the failure to satisfy conditions to completion of the proposed merger, including obtaining the requisite Committee on Foreign Investment in the U.S. clearance; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed merger; the risk that we will not be able to attract, retain, and motivate qualified personnel; the effect of the announcement of the proposed merger on the Company’s relationships with its customers, operating results and business generally; the risk that litigation associated with the proposed merger affects the merger or the business otherwise; and the risk that the proposed merger will not be consummated in a timely manner.

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If we fail to adapt to rapid changes in the market for cloud communications services, then our products and services could become obsolete.

The market for our products and services is constantly and rapidly evolving as we and our competitors introduce new and enhanced products and services and react to changes in the cloud communications services industry and customer demands. We may not be able to develop or acquire new products and plans or product and plan enhancements that compete effectively with present or emerging cloud communications services technologies or differentiate our products and plans based on functionality and performance. In addition, we may not be able to establish or maintain strategic alliances that will permit enhancement opportunities or innovative distribution methods for our products and plans.

To address these issues, we are targeting revenue growth in large, existing markets, which require us to enhance our current products and plans, and develop new products and plans on a timely basis to keep pace with market needs and satisfy the increasingly sophisticated requirements of customers. If we are unable to attract users of these services our net revenues may fail to grow as we expect.

Cloud communications services are complex, and new products and plans and enhancements to existing products and plans can require long development and testing periods. Any delays in developing and releasing new or enhanced products and plans could cause us to lose revenue opportunities and customers. Any technical flaws in products we release could diminish the innovative impact of the products and have a negative effect on customer adoption and our reputation.

We also are subject to the risk of future disruptive technologies. New products based on new technologies or new industry standards could render our existing products obsolete and unmarketable. If new technologies develop that are able to deliver competing voice and messaging services at lower prices, better or more conveniently, it could have a material adverse effect on us.

The market for our API products and platform is relatively nascent and may not experience the growth that we anticipate.

The utilization of APIs to embed contextual, programmable real time communications into mobile apps, websites and business systems workflows, remains a relatively new market, and developers and organizations may not yet recognize the need for, or benefits of, our products and platform. It is important that we are able to educate developers, organizational leaders, and other potential customers regarding our products and platform in order to help grow the market and to realize our market share. If we fail to achieve the foregoing, the market for our products and platform or our share of that market could fail to grow significantly. If the API market, or our share of that market, does not experience significant growth, then our business, results of operations and financial condition could be adversely affected.

We may not fully realize the expected benefits of our business optimization plans or other cost-saving initiatives, which may negatively impact our results of operations and financial condition.

Since the third quarter of 2020, the Company has been implementing a business optimization and alignment project to focus the use of Company resources and drive operational execution. The Company may pursue similar cost-saving initiatives in the future. We may not achieve the operational improvements and efficiencies that we have targeted in this project.

Implementing any restructuring, optimization, or cost-savings plan presents significant potential risks that may impair our ability to achieve anticipated operating improvements and/or cost reductions. These risks include (but are not limited to) higher than anticipated costs in implementing these plans, management distraction from ongoing business activities, failure to maintain adequate controls and procedures while executing these plans, damage to our reputation, brand image, and workforce attrition beyond our planned reductions, and our ability to provide optimal service to our customers. Any of these risks could have a negative impact on our profitability and on our results of operations and financial condition.

We may face difficulties related to the acquisition or integration of businesses, which could harm our growth or operating results.

In August 2018, we acquired TokBox with the intention of integrating and adding video to our VCP offerings in voice, SMS, and IP messaging. In October 2018, we completed the acquisition of NewVoiceMedia as a contact center provider, with the intention of combining our UC, CC and API solutions to provide an end-to-end communications experience for a company's employees and customers. In August 2019, we acquired intellectual property assets from Over.ai in order to integrate conversational artificial intelligence into our VCP product offerings. In October 2021, we acquired Jumper.ai to integrate omnichannel conversational commerce solutions into our VCP product offerings. In addition, we have made several acquisitions over the past several years to build our business services and continue to periodically review acquisition opportunities.

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Acquisition and integration activities require substantial management time and resources. Acquisitions of existing businesses involve substantial risks, including the risk that we may not be able to integrate the operations, personnel, services, or technologies, the potential disruption of our ongoing businesses, the diversion of management attention, the maximization of financial and strategic opportunities, the difficulty in developing or maintaining controls and procedures, and the dilution to our existing stockholders from the issuance of additional shares of common stock. We may elect to acquire additional businesses or assets in the future. However, we cannot predict or guarantee that we will be able to identify suitable acquisition candidates or consummate any acquisition. As a result of these and other risks, we may not produce anticipated revenue, profitability, or synergies.

Acquisitions may require us to issue debt or equity securities, use our cash resources, incur debt or contingent liabilities, amortize intangibles, or write-off acquisition-related expenses. If we are unable to successfully integrate any acquired businesses or assets we may not receive the intended benefits of such acquisition. In addition, we cannot predict market reactions to any acquisitions we may make or to any failure to announce any future acquisitions.

Further, there may be risks or liabilities that such due diligence efforts fail to discover, are not disclosed to us, or that we inadequately assess. The discovery of material liabilities associated with acquisitions or joint venture opportunities, economic risks faced by joint venture partners, or any failure of joint venture partners to perform their obligations could adversely affect our business, results of operations, and financial condition.

Our Vonage Communications Platform segment is growing rapidly, and any inability to scale our business and grow efficiently could materially and adversely harm our business and results of operations.

As our VCP segment expands, we will need to continue to improve our application architecture, integrate our products and applications across our technology platforms, integrate with third-party systems, and maintain infrastructure performance. We expect the number of users, the amount of data transferred and processed, the number of locations where our service is being used, and the volume of communications over our networks to continue to expand. To address this growth, we will need to scale our systems and customer services organization. Our ability to execute on these initiatives may impact system and network performance, customer satisfaction, and ultimately, sales and revenue. These efforts may also divert management resources. These factors may materially and adversely harm our business and results of operations.

Risks Relating to Customer Attraction and Sales

If we are unsuccessful at retaining customers or attracting new customers, we may experience a reduction in revenue or may be required to spend more money or alter our marketing approaches to grow our customer base.

Our rate of customer terminations for our UC and CC services could increase in the future if customers are not satisfied with the quality and reliability of our network, the value proposition of our products, and the ability of our customer service to meet the needs and expectations of our customers. For our API customers, our ability to grow revenue depends, in part, on our ability to maintain and grow usage of our platform by new and existing customers. If we are not able to increase customer usage of our products, our revenue may decline which would adversely impact our business, results of operations and financial condition. Our API customers are charged based on their usage of our products and generally our customers do not have long-term contractual financial commitments to us, therefore, usage rates may fluctuate at any time. In addition, our agreements with business customers typically provide for service level commitments. If we are unable to meet these commitments or if we suffer extended periods of downtime for our products or platform, our business, results of operations and financial condition could be adversely affected. Our ability to attract and retain customers for our consumer services are impacted by our pricing, brand awareness, customer service, network and system reliability and service features and capabilities. A material decline in the usage of our business and consumer products could cause us to spend significantly more on sales and marketing than we currently budget in order to maintain or increase revenue from customers, which could adversely affect our business, results of operations and financial condition.

Our success in the cloud communications market for our business services depends in part on developing and maintaining effective distribution channels. The failure to develop and maintain these channels could materially and adversely affect our business.

A portion of our business revenue is generated through our direct sales, or “field sales,” team. This channel consists of sales agents that market and sell our business services products to customers to customers through direct, commonly face-to-face interaction. Our continued success requires that we continue developing and maintaining a successful sales organization. If we fail to do so, or if our sales agents are not successful in their sales efforts, our sales may decrease and our operating results would suffer.

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A portion of our business revenue is generated through indirect channel sales. These channels consist of third-party resellers and value-added distributors that market and sell our business services products to customers. These channels may generate an increasing portion of our business revenue in the future. Generally, we do not have long-term contracts with these third-party resellers and value-added distributors, and the loss of or reduction in sales through these third parties could materially reduce our revenues. We also compete for preference amongst our current or potential resellers with our competitors. Our continued success requires that we continue developing and maintaining successful relationships with these third-party resellers and value-added distributors. If we fail to do so, or if our resellers are not successful in their sales efforts, our sales may decrease and our operating results would suffer.

Sales of our UC and CC business services to medium-sized and enterprise customers involve significant risks which, if not managed effectively, could materially and adversely affect our business and results of operations.

As we continue to expand our sales efforts to medium-sized and larger businesses, we may incur higher selling expense and longer, more complex, sales cycles. Customers in this market segment may also require bespoke features and integration services, increasing the complexity and expense related to the sales and delivery process, and requiring highly skilled sales and support personnel. As a result, we may devote greater sales and support to these customers, which may result in increased costs and a strain on our support resources. In addition, the rollout of our products with medium-sized and enterprise customers can take longer periods of time compared to smaller customers, which can result in longer lead times in realizing revenues. These factors could materially and adversely affect our results of operations and our overall ability to grow our customer base.

Risks Relating to External Factors and Third Parties

The recent coronavirus (COVID-19) pandemic and the global attempt to contain it has impacted and may continue to impact our business and results of operations.

The global spread of the novel coronavirus (COVID-19) and the various measures to contain its effects have created significant volatility, uncertainty, and economic disruption worldwide. COVID-19 has impacted some of our customers more than others, including customers in the travel, hospitality, retail, and other industries where physical interaction is critical. We have experienced and expect that we will continue to experience slowdowns in bookings and customer payments; increased customer churn and reduced usage; and issuance of customer credits to distressed customers served by certain product lines, including SMS API, Vonage Business Cloud, and Vonage Business Enterprise. Moreover, as businesses and educational institutions have pivoted to cloud-based communications in light of social distancing, we are experiencing and expect to experience intense competition from our existing competitors, and also emerging competitors seeking to capitalize on the growing industry.

In addition to COVID-19, our operations, and the operations of our vendors and customers, may also suffer interruptions caused by other pandemic diseases, natural disasters, acts of terrorism, acts of war, military conflict (including escalating military tension between Russia and Ukraine), economic sanctions, and such operations may be further affected by government reactions due to such incidents. Such uncertainties could have a material adverse effect on the continuity of our business and our results of operations and financial condition.

Our ability to provide our telephony service and manage related customer accounts is dependent upon third-party facilities, equipment, and systems, the failure of which could cause delays of or interruptions to our service, damage our reputation, cause us to lose customers, limit our growth, and affect our financial condition.

Our success depends on our ability to provide quality and reliable telephony service, which is in part dependent upon the proper functioning of facilities and equipment owned and operated by third parties and is, therefore, beyond our control. Unlike traditional wireline telephone service or wireless service, our telephony service typically requires our customers to have an operative broadband Internet connection and an electrical power supply, which are provided by the customer's Internet service provider and electric utility company, respectively, and not by us. The quality of some broadband Internet connections may be too poor for customers to use our telephony services properly. In addition, if there is any interruption to a customer's broadband Internet service or electrical power supply, that customer will be unable to make or receive calls, including emergency calls, using our telephony service.

We outsource several of our network functions to third-party providers. For example, we outsource the maintenance of our regional data connection points, which are the facilities at which our network interconnects with the public switched telephone network. If our third-party service providers fail to maintain these facilities properly, or fail to respond quickly to problems, our customers may experience service interruptions. Interruptions in our service caused by third-party facilities have in the past caused and may in the future cause us to lose customers or cause us to offer substantial customer credits, which could adversely affect our revenue and profitability. If interruptions adversely affect the perceived reliability of our service, we may have difficulty attracting new customers, and our brand, reputation, and growth will be negatively impacted.

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There can be no guarantee that these third party providers will be able or willing to supply services to us in the future on commercially reasonable terms, or that we will be able to engage alternative or additional providers. Our ability to provide our services may be impacted during any transition, which could have an adverse effect on our business, financial condition or results of operations.

We rely on third-party vendors that may be difficult to replace or may not perform adequately.

It is vital to our customers that there be a minimum of disruption to the performance of our API, UC and CC services. We are therefore vulnerable to service interruptions of our third-party data center providers, such as IBM Softlayer and Amazon Web Services, or AWS; and of third-party hosted services. We also rely on third-party vendors that support our internal operations, including Genpact, which provides certain accounting transaction-processing activities. We may experience interruptions, delays and outages in third-party service and availability due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints caused by technical failures, natural disasters, fraud or security attacks. To the extent that we do not effectively address interruptions, delays and outages in our data center providers’ and other hosted providers’ service and availability or capacity constraints, our business, results of operations and financial condition may be adversely affected.

In some cases we rely on purchased or leased hardware and software licensed from third parties in order to provide our services. For example, Broadsoft, Inc. provides us with infrastructure, call termination and origination services, and other hardware and software in connection with certain of our Enterprise offerings. We also integrate third-party licensed software components into our platform. This hardware and software may not continue to be available on commercially reasonable terms or pricing or may fail to continue to be updated to remain competitive. The loss of the right to use this third party hardware or software may increase our expenses or impact the provisioning of our services. The failure of this third party hardware or software could materially impact the performance of our services and may cause material harm to our business or results of operations.

We depend on third-party vendors to supply, configure and deliver the phones that we sell. Any delays in delivery, or failure to operate effectively with our own servers and systems, may result in delay or failure of our services, which could harm our business, financial condition and results of operations.

We rely on Yealink Inc. and Polycom, Inc. to provide, and a single fulfillment agent to configure and deliver, the phones that we offer for sale to our customers that use our UC and CC services. If these third parties are unable to deliver phones of acceptable quality or quantity, or in a timely manner, we may be forced to offer replacements at a higher cost than what is currently contracted. In addition, these phones must interoperate with our servers and systems. If either of our providers changes the operation of their phones, we may be required to engage in development efforts to ensure that the new phones interoperate with our system. The failure of our vendor-supplied phones to operate effectively with our system could impact our customers’ ability to use our services and could cause customers to cancel our services, which may cause material harm to our business or results of operations.

We rely on third parties to provide a portion of our customer service representatives, provide aspects of our E-911 service, which differs from traditional 911 service, and initiate local number portability for our customers. If these third parties do not provide our customers with reliable, high-quality service, our reputation will be harmed and we may lose customers.

We offer our customers support 24 hours a day, seven days a week through both our comprehensive online account management website and our toll free number. Our customer support is currently provided via United States based employees as well as third party partners located in various global locations. Our third-party providers generally represent us without identifying themselves as independent parties. The ability to support our customers may be disrupted by natural disasters, inclement weather conditions, civil unrest, and other adverse events in the locations where our customer support is provided.

We also contract for services required to provide E-911 services including assistance in routing emergency calls, terminating E-911 calls, operating a national call center that is available 24 hours a day, seven days a week to receive certain emergency calls, and maintaining PSAP databases for the purpose of deploying and operating E-911 services. Interruptions in service from our vendor could cause failures in our customers’ access to E-911 services and expose us to liability and damage our reputation. We also have agreements with companies that initiate our local number portability, which allow new customers to retain their existing telephone numbers when subscribing to our services.

If any of these third parties do not provide reliable, high-quality service, our reputation and our business will be harmed. In addition, industry consolidation among providers of services to us may impact our ability to obtain these services or increase our expense for these services.

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We market our products and services to small and medium-sized businesses, which may be disproportionately impacted by fluctuations in economic conditions.

We market our products to small and medium-sized businesses. Customers in this market may be affected by economic downturns to a greater extent, and may have more limited financial resources, than larger or more established businesses. If customers in our VCP markets experience financial hardship as a result of a weak economy, the demand for our services could be materially and adversely affected.

Significant foreign currency exchange rate fluctuations could adversely affect our financial results.

Because our consolidated financial statements are presented in U.S. dollars, increases or decreases in the value of the U.S. dollar relative to other currencies in which we transact business could materially adversely affect our financial results. For example, our API business collects revenues in Euros, and accordingly the strengthening of the U.S. dollar relative to the Euro adversely affects our revenue and operating results presented in U.S. dollars. In addition, Following the departure of the U.K. from the EU and the EEA on January 31, 2020 (commonly referred to as “Brexit”) and the expiration of a transition period on December 31, 2020, there continues to be uncertainty over the practical consequences of Brexit including the potential for Brexit to contribute to long-term instability in financial, stock and currency exchange markets, greater restrictions on the supply and availability of goods and services between the U.K. and EEA region, and a general deterioration in consumer sentiment and credit conditions leading to overall negative economic growth and increased risk of merchant default. Brexit has continued to cause significant volatility in global stock markets and currency exchange rate fluctuations that resulted in the fluctuation of the U.S. dollar against foreign currencies in which we conduct business, such as the British Pound, Euro and other currencies. Such fluctuations of the U.S. dollar relative to other currencies may adversely affect our revenue and operating results. In addition, Brexit may affect our ability to negotiate future customer and vendor contracts, and changes to U.K. border and immigration policy could likewise occur as a result of Brexit, affecting our U.K. operation's ability to recruit and retain employees from outside the U.K.

Risks Relating to Marketing and Talent Management

Growth of our business will depend on market awareness and a strong brand, and any failure to develop, maintain, protect and enhance our brand would hurt our ability to retain or attract subscribers.

Beginning in 2020, we introduced a rebranding of the Company and began implementing a new marketing campaign. Building and maintaining market awareness, brand recognition and goodwill in a cost-effective manner is important to our overall success in achieving widespread acceptance of our existing and future solutions and products and is an important element in attracting new customers. While we may choose to engage in a broader marketing campaign to further promote our brand, this effort may not be successful, or our marketing techniques or content may be challenged. The success of our business also relies on our ability to attract new customers in a cost-effective manner by using a variety of marketing channels. Our efforts in developing our brand may be hindered by the marketing efforts of our competitors and our reliance on any strategic partners to promote our brand. If we are unable to cost-effectively maintain and increase awareness of our brand, our business, financial condition, cash flows and results of operations could be harmed.

We depend on the continued services of our senior management and other key employees, the loss of any of whom could adversely affect our business, results of operations and financial condition.

Our future performance depends on the continued services and contributions of our senior management and other key employees to execute on our business plan, and to identify and pursue opportunities and services innovations. The loss of services of senior management or other key employees could significantly delay or prevent the achievement of our development and strategic objectives. None of our executive officers or other senior management personnel is bound by a written employment agreement and any of them may therefore terminate employment with us at any time with no advance notice. The replacement of any of these senior management personnel would likely involve significant time and costs, and such loss could significantly delay or prevent the achievement of our business objectives and acquisition integrations. The loss of the services of our senior management or other key employees for any reason could adversely affect our business, financial condition, or results of operations.

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Risks Relating to Cybersecurity, IT Systems, Data Privacy and Fraud

Security breaches and other cybersecurity or technological risks could compromise our information systems and network and expose us to liability, which could cause our business and reputation to suffer and which could have a material adverse effect on our business, financial condition, and operating results.

There are several inherent risks to engaging in a technology business, including our reliance on our data centers and networks, and the use and interconnectivity of those networks. A significant portion of our operations relies heavily on our ability to provide secure processing, storage and transmission of confidential and other sensitive data, including intellectual property, proprietary business information, and personally identifiable information of our customers and employees, in our data centers and on our networks. The secure processing, storage, and transmission of this information is critical to our operations and business strategy. As seen in our industry and others, these activities have been, and will continue to be, subject to continually evolving cybersecurity and other technological risks. Targeted attacks, such as advanced persistent threat is prevalent throughout the Internet and associated with the theft of intellectual property and state-sponsored espionage. Due to the nature of our business and reliance on the Internet, we are susceptible to this type of attack. In addition, physical security of devices located within our offices, and/or remote devices, pose cybersecurity and other technological risks that could negatively impact our business and reputation.

We also operate Internet based, worldwide data, voice, video communications, and messaging services and electronic billing, which require the transmission of confidential and at times personal or sensitive customer or employee information over public networks that may or may not support end to end security. Despite our security measures, which include the development, operation and maintenance of systems and processes that are designed to protect consumer and employee information and prevent fraudulent credit card transactions and other security breaches, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to error, malfeasance or other disruptions by a current or former employee or third-party provider and our failure to mitigate such fraud or breaches may adversely affect our operating results. Any such breach could compromise our systems and network and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations, damage to our reputation, and a loss of confidence in our products and services, as well as our ability to keep personally identifiable information confidential, which could adversely affect our business.

We have been subject to cybersecurity incidents from external sources including “brute force” and distributed denial of service attacks, as well as attacks that introduce fraudulent VoIP traffic. Although these incidents have not had a material adverse effect financially or on our ability to provide services, this may not continue to be the case going forward. There can be no assurance that cybersecurity incidents will not occur in the future, potentially more frequently and/or on a more significant scale.

There can be no assurance that we are adequately protecting our information or that we will not experience future incidents. The expenses associated with protecting our information could reduce our operating margins. We maintain insurance intended to cover some of these risks, however, this insurance may not be sufficient to cover all of our losses from any future breaches of our systems. In addition, third parties with which we do business may also be sources of cybersecurity or other technological risks. We outsource certain functions, which results in the storage and processing of customer information by third parties. While we engage in certain actions to reduce the exposure resulting from outsourcing, unauthorized access, loss or destruction of data or other cybersecurity incidents could occur, resulting in similar costs and consequences as those discussed above.

Flaws in our technology and systems or our failure to adapt our systems to any new Internet Protocol could cause delays or interruptions of service, which could damage our reputation, cause us to lose customers, and limit our growth.

Our service may be disrupted by problems with our technology and systems that we provide to customers, software or facilities and overloading of our network. As we attract new customers, we expect increased call volume that we need to manage to avoid network interruptions. Interruptions have caused and may in the future cause us to lose customers and offer substantial customer credits, which could adversely affect our revenue and profitability. Network interruptions have also impaired our ability at times to sign-up new customers and the ability of customers to manage their accounts. If service interruptions or other outages adversely affect the perceived reliability of our service or customer service, we may have difficulty attracting and retaining customers and our brand reputation and growth may suffer.

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The storage, processing, and use of personal information and other confidential information subjects us to evolving governmental laws and regulation, commercial standards, contractual obligations, and other legal obligations related to consumer and data privacy, which may have a material impact on our costs, use of our products and services, or expose us to increased liability.

Federal, state, local and foreign laws and regulations, commercial commitments and industry standards, each provide for obligations and restrictions with respect to data privacy and security, as well as the collection, storage, retention, use, processing, transmission, sharing, disclosure and protection of personal information and other customer data. The evolving nature of these obligations and restrictions dictates that differing interpretations, inconsistency or conflicts among countries or rules, and general uncertainty impact the application to our business. These new laws, such as the European Union General Data Protection Regulation (GDPR) or California Consumer Privacy Act (CCPA), also impact our innovation and business drivers in developing new and emerging technologies (e.g., artificial intelligence and machine learning).

These obligations and restrictions may limit our ability to collect, store, retain, process, use, transmit and share data with our customers, employees, and third party providers, which in turn could limit the ability of our customers to collect, store, retain, protect, use, process, transmit, share and disclose data with others through our products and services. Compliance with, and other burdens imposed by, such obligations and restrictions could increase the cost of our operations and impact our ability to market our products and services through effective segmentation.

Failure to comply with obligations and restrictions related to applicable data protection laws, regulations, standards, and codes of conduct, as well as our own posted privacy policies and contractual commitments could subject us to lawsuits, fines, criminal penalties, statutory damages, consent decrees, injunctions, adverse publicity, loss of user confidence in our services, and loss of users, which could materially harm our business. Additionally, third-party contractors may have access to customer or employee data. If these or other third-party vendors violate obligations and restrictions related to applicable data protection laws or our policies, such violations may also put our customers’ or employees’ information at risk and could in turn have a material and adverse effect on our business.

Third parties may be capable of fraudulently using our name to obtain access to customer accounts and other personal information, use our services to commit fraud or steal our services or equipment, which could damage our reputation, limit our growth, and cause us to incur additional expenses.

Our customers have been subject to “phishing,” which occurs when a third party calls or sends an email or pop-up message to a customer that claims to be from a business or organization that provides services to the customer. The purpose of the inquiry is typically to encourage the customer to visit a bogus website designed to look like a website operated by the legitimate business or organization or provide information to the operator. At the bogus website, the operator attempts to trick the customer into divulging customer account or other personal information such as credit card information or to introduce viruses through “Trojan horse” programs to the customers’ computers. This has resulted in identity theft from our customers and the unauthorized use of Vonage services. Third parties have also used our communications services to commit fraud. Although we have engaged a third party to assist in the shutdown of purported phishing sites, if we are unable to detect and prevent “phishing,” use of our services for fraud, and similar activities, our brand reputation and growth may suffer and we may incur additional costs, including costs to increase security, or be required to credit significant amounts to customers.

Third parties also have used our communications services and obtained delivery of our equipment without paying, including by submitting fraudulent credit card information. This has resulted in our incurring the cost of providing the services, including incurring call termination fees, or providing the equipment without any corresponding revenues. We have implemented anti-fraud procedures in order to limit the expenses resulting from theft of service or equipment. If our procedures are not effective, theft of service or equipment could significantly increase our expenses and negatively impact our profitability.

Risks Relating to Litigation, Regulatory and Tax Matters

Unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures.

We are subject from time to time to lawsuits both in the United States and in foreign countries, including claims and investigations relating to competition, intellectual property rights (including patents), employment and labor matters, personal injury and property damage, customer privacy, regulatory requirements, advertising, marketing and selling practices, and credit and collection issues. Greater constraints on the use of arbitration to resolve certain of these disputes could adversely affect our business. We also spend substantial resources complying with various regulatory and government standards, including any related investigations and litigation. We may incur significant expenses defending any such suit or government investigation and may be required to pay amounts or otherwise change our operations in ways that could adversely impact our businesses, results of operations or financial condition.

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If we fail to protect unique aspects of our internally developed systems, technology, products, and software and our trademarks, we may become involved in costly litigation or our business or brand may be harmed.

Our ability to compete effectively is dependent in large part upon the maintenance and protection of systems and software that we have developed internally based on open standards. While we own over 250 U.S. patents as well as a number of foreign patents and pending U.S. and foreign patent applications, we cannot patent much of the technology that is important to our business. Our pending patent applications may not be granted. Any issued patent that we own may be challenged, narrowed, invalidated, or circumvented. To date, we have relied on patent, copyright and trade secret laws, as well as confidentiality procedures and licensing arrangements, to establish and protect our rights to this technology. We typically enter into confidentiality agreements with our employees, consultants, customers, partners, and vendors in an effort to control access to and distribution of technology, software, documentation, and other information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use this technology without authorization. Policing unauthorized use of this technology is difficult. The steps we take may not prevent misappropriation of the technology we rely on. In addition, effective protection may be unavailable or limited in some jurisdictions outside the United States, Canada, and the United Kingdom. Litigation may be necessary in the future to enforce or protect our rights or to determine the validity and scope of the rights of others. That litigation could cause us to incur substantial costs and divert resources away from our daily business, which in turn could materially adversely affect our business.

We may be subject to damaging and disruptive intellectual property disputes that could materially and adversely affect our business, results of operations, and financial condition, as well as the continued viability of our company.

There has been substantial litigation in the cloud communications, VoIP, telecommunications, hosted services, and related industries regarding intellectual property rights and, given the rapid technological change in our industry, expansion into new technological and geographical markets, and our continual development of new products and services, we and/or our commercial partners may be subject to infringement claims from time to time. For example, we may be unaware of filed patent applications and issued patents that could include claims that might be interpreted to cover our products and services. We have been subject to patent infringement claims in the past, and from time to time we receive letters from third parties offering an opportunity for us to obtain licenses to patents that may be relevant to our business or alleging that our services infringe upon third party patents or other intellectual property. We may seek to obtain rights to third party technology in the future, but may not be able to agree upon commercially reasonable terms or at all with respect to obtaining such rights. If we are unable to extend existing licenses or are unable to obtain rights to other technology that may be commercially advantageous or necessary for our product and service offerings, we may experience a decrease in the quality of our products or services or we may lose the ability to provide our products and services on a non-infringing basis until alternative technology or suitable alternative products and services can be developed, identified, obtained either through acquisition, license or other grants of rights, and integrated.

The regulatory framework for API services continues to develop, as many existing regulations may not fully contemplate this type of service or business model; future legislative, regulatory or judicial actions impacting API could adversely affect our business and financial results of operations, increase the cost and complexity of compliance, and expose us to liability.

In many countries where we offer API products, it is not clear how our APIs fit into the communications regulatory framework. The Company is also expanding into new regions, such as the Asia Pacific (including China), where regulations are unclear and subject to rapid change. Regulators could claim that our API products are subject to licensing and substantive communications regulatory requirements, could modify their regulations to explicitly expand the obligations to which our API products are subject, or could increase the level of scrutiny and enforcement they apply.

Future legislative, judicial or other regulatory actions could have a negative effect on our business. If our API products become subject to additional rules and regulations applicable to technology or communications providers, we may incur significant litigation and compliance costs, or it may significantly impact our ability to compete. Moreover, the regulatory environment is constantly evolving and changes to the applicable regulations could impose additional compliance costs and require modifications to our technology operations. We may also experience interruptions or limitations on the delivery and use of our API products on our platform, or incur significant losses based on the timing of customer payments and any difficulty in collecting accounts receivable from our API customers. Any decreased use of our products and services or limitation on our ability to collect payments from our customers could adversely affect our business, results of operations, and financial condition.

We may also have to restructure or discontinue certain of our service offerings, exit certain markets, or raise the price of our services in response to regulatory changes or actions, any of which could cause our services to be less attractive to customers. In addition, future regulatory developments could increase our cost or complexity of doing business, limit our growth, or impact our results of operations.

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Our VoIP services are subject to country-specific governmental regulation and related actions and taxes that may increase our costs or impact our product offerings.

In many countries, we are not a regulated telecommunications business subject primarily to regulations surrounding provision of emergency services and payment into universal service type funds. In some countries, providing VoIP services is or may be illegal. We may need to change our service offerings to avoid regulation as a telecommunications business in a jurisdiction, or if we are treated as a fully regulated telecommunications business, we may be required to incur additional expenses. In addition, if governments believe that we are providing unauthorized service in their countries, they may pursue fines, penalties, or other governmental action, including criminal action, that may damage our brand and reputation. If we use a local partner to provide services in a country and the local partner does not comply with applicable governmental regulations, we may face additional regulation, liabilities, penalties or other governmental action, and our brand and reputation may be harmed.

In addition to the risk of being directly subjected to regulation, decisions by foreign regulators to increase the charge for terminating international calls into their countries could cause increased costs, impact margin, and impact churn. These regulatory actions may be taken without notice and cause us to react quickly to changing market conditions. These efforts could divert management’s efforts and attention from ordinary business operations which could materially and adversely affect our results of operations.

As a United States-based company, any foreign subsidiary or joint venture that we use for international operations may be subject to a variety of governmental regulations in the countries where we market our products, including tariffs, taxes and employment regulations different from those in the U.S. For example, distributions of earnings and other payments, including interest, received from our foreign subsidiaries may be subject to withholding taxes imposed by the jurisdiction in which such entities are formed or operating, which will reduce the amount of after-tax cash we can receive. In general, as a United States corporation, we may claim a foreign tax credit against our federal income tax expense for such foreign withholding taxes and for foreign income taxes paid directly by foreign corporate entities in which we own 10% or more of the voting stock. The ability to claim such foreign tax credits and to utilize net foreign losses is, however, subject to numerous limitations, and we may incur incremental tax costs as a result of these limitations or because we are not currently in a tax-paying position in the United States. We may also be required to include in our income for United States federal income tax purposes our proportionate share of certain earnings of those foreign subsidiaries that are classified as “controlled foreign corporations” without regard to whether distributions have been actually received from such subsidiaries.

Our VoIP services are subject to regulation in the United States, United Kingdom, and Canada, and in additional countries as we expand globally. Future legislative, regulatory or judicial actions could adversely affect our business and expose us to liability and limit our growth potential.

The United States, United Kingdom, and Canada have applied some traditional telephone company regulations to VoIP and continue to evaluate how VoIP should be regulated, as are other countries as we expand globally. The effects of future regulatory developments are uncertain. At the federal level in the U.S., the Federal Communications Commission has imposed certain telecommunications regulations on VoIP services including, but not limited to; requirements to provide E-911 service; communications Assistance for Law Enforcement Act obligations; obligation to support Universal Service; customer Proprietary Network Information, or CPNI, requirements; disability access obligations; local Number Portability requirements; and consumer protection, including protection from unwanted telemarketing and other calls. As we expand globally, these types of regulations are likely to be similarly enacted and enforced by local regulatory authorities.

In general, the focus of interconnected VoIP telecommunications regulation is at the federal level. On November 12, 2004, the FCC issued a declaratory ruling providing that our service is subject to federal regulation and preempted the Minnesota Public Utilities Commission from imposing certain of its regulations on us. While this ruling does not exempt us from all state oversight of our service, it effectively prevents state telecommunications regulators from imposing certain burdensome and inconsistent market entry requirements and certain other state utility rules and regulations on our service. Despite this, Vonage may be subject to state and local regulatory requirements including: payment of state and local E-911 fees; and State Universal Service support obligations.

In Canada, the Canadian Radio-Television and Telecommunications Commission, or CRTC, regulates VOIP Service. In the UK, the Office of Communications, or OFCOM, regulates voice services. Other regulatory bodies in various jurisdictions regulate services Vonage offers its customers. These regulated services are similar to those regulated in the United States discussed above. Future legislative, judicial or other regulatory actions could have a negative effect on our business. If we become subject to the rules and regulations applicable to telecommunications providers in individual states or other foreign jurisdictions, we may incur significant litigation and compliance costs, and we may have to restructure our service offerings, exit certain markets, or raise the price of our services, any of which could cause our services to be less attractive to customers. In addition, future regulatory developments could increase our cost of doing business and limit our growth.

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Customer misuse of our API products in violation of the Telephone Consumer Protection Act may cause us to face litigation risk.

The Telephone Consumer Protection Act of 1991 restricts telemarketing and the use of automatic SMS text messages without proper consent. The scope and interpretation of the laws that are or may be applicable to the delivery of text messages are continuously evolving and developing. If we do not comply with these laws or regulations or if we become liable under these laws or regulations due to the failure of our customers to comply with these laws by obtaining proper consent, we could face liability.

We may be exposed to liabilities under anti-corruption, export control and economic sanction regulations, and similar laws and regulations, and any determination that we violated any of these laws or regulations could have a material adverse effect on our business.

We are subject to the Foreign Corrupt Practice Act, or FCPA, the UK Bribery Act and other laws that prohibit improper payments or offers of payments to foreign governments and their officials, political parties, and/or private parties by persons and entities for the purpose of obtaining or retaining business. We have operations, agreements with third parties, and make sales internationally. In addition, we plan to expand our international operations through potential joint ventures with local partners. Our international activities create the risk of unauthorized payments or offers of payments by one of our employees, consultants, partners, sales agents or distributors, even though these parties are not always subject to our control. It is our policy to prohibit these practices by our employees, consultants, partners, sales agents or distributors, however, our existing safeguards and any future improvements may prove to be less than effective, and our employees, consultants, partners, sales agents or distributors may engage in conduct for which we might be held responsible. Violations of the FCPA, the UK Bribery Act or other laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results, and financial condition.

Our products and services may be subject to export control and economic sanctions regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department's Office of Foreign Assets Controls. Our products and services must be offered and sold in compliance with these laws and regulations. If we do not comply with these laws or regulations or if we become liable under these laws or regulations due to the failure of our customers to comply with these laws by obtaining proper consent, we could face liability. In addition, changes in our products or services, changes in applicable regulations, or change in the target of such regulations, could also result in decreased use of our products and services, or in our decreased ability to sell our products or provide our services to existing or prospective customers with international operations. Any decreased use of our products and services or limitation on our ability to export our products and provide our services could adversely affect our business, results of operations and financial condition.

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Our API offerings may be subject to liability for historic and future sales, use and similar taxes, that may increase our costs or impact our product offerings.

In some United States tax jurisdictions in which we conduct operations, sales and use and telecommunications taxes could apply to our API products. Historically, we have not billed or collected these taxes from our API customers. It is possible that some tax jurisdictions may assert that such taxes are applicable to our API products, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes on our API customers in the future. Such tax assessments, penalties and interest or future requirements may adversely affect our business, results of operations and financial condition. To the extent that we decide to collect such taxes from our API customers in the future, we may have some customers that question the incremental tax charges and some may seek to negotiate lower pricing from us, which could adversely affect our business, results of operations and financial condition.

The global scope of our operations may subject us to potentially adverse tax consequences.

We generally report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Intercompany relationships are subject to complex transfer pricing regulations in various jurisdictions. If revenue and taxing authorities disagree with positions we have taken we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations. In addition, changes in tax laws of countries in which we do business could change on a prospective or retroactive basis, and any such changes could increase our liabilities for taxes, interest and penalties, and therefore could harm our business, cash flows, results of operations and financial position.

We have incurred cumulative losses since our inception and may not achieve consistent profitability in the future.

We incurred a net loss attributable to Vonage of $24,497 for the year ended December 31, 2021 and our accumulated deficit is $691,718 from our inception through December 31, 2021. Although we have achieved profitability in prior years and believe we will achieve consistent profitability in the future, we ultimately may not be successful. We believe that our ability to achieve consistent profitability will depend, among other factors, on our ability to continue to achieve and maintain substantive operational improvements and structural cost reductions while maintaining and growing our net revenues. In addition, certain of the costs of our business are not within our control and may increase. For example, we and other telecommunications providers are subject to regulatory termination charges imposed by regulatory authorities in countries to which customers make calls.

We may be unable to fully realize the benefits of our net operating loss, or NOL, carry forwards if an ownership change occurs.

If we were to experience a “change in ownership” under Section 382 of the Internal Revenue Code, or Section 382, the NOL carryforward limitations under Section 382 would impose an annual limit on the amount of the future taxable income that may be offset by our NOL generated prior to the change in ownership. If a change in ownership were to occur, we may be unable to use a significant portion of our NOL to offset future taxable income. In general, a change in ownership occurs when, as of any testing date, there has been a cumulative change in the stock ownership of the corporation held by 5% stockholders of more than 50 percentage points over an applicable three-year period. For these purposes, a 5% stockholder is generally any person or group of persons that at any time during an applicable three-year period has owned 5% or more of our outstanding common stock. In addition, persons who own less than 5% of the outstanding common stock are grouped together as one or more “public group” 5% stockholders. Under Section 382, stock ownership would be determined under complex attribution rules and generally includes shares held directly, indirectly through intervening entities, and constructively by certain related parties and certain unrelated parties acting as a group. We have implemented a Tax Benefits Preservation Plan intended to provide a meaningful deterrent effect against acquisitions that could cause a change in ownership, however this is not a guarantee against such a change in ownership.

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Risks Relating to Stock Ownership and Indebtedness

Actions of activist stockholders could cause us to incur substantial costs, divert management’s attention and resources, and have an adverse effect on our business.

We have been and may continue to be subject to proposals by stockholders urging us to take certain corporate actions. If activist stockholder activities continue, our business could be adversely affected because responding to proxy contests and reacting to other actions by activist stockholders can be costly and time-consuming, disrupt our operations, and divert the attention of management and our employees. For example, we may be required to retain the services of various professionals to advise us on activist stockholder matters, including legal, financial, and communications advisers, the costs of which may negatively impact our future financial results. This may be exploited by our competitors, cause concern to our current or potential customers, and make it more difficult to attract and retain qualified personnel. In addition, actions of activist shareholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

The debt agreements governing our financing contain restrictions that may limit our flexibility in operating our business or executing on our acquisition strategy.

On July 31, 2018, we entered into the 2018 Credit Facility consisting of a $100 million senior secured term loan and a $500 million revolving facility. The 2018 Credit Facility contains customary representations and warranties and affirmative covenants that limit our ability and/or the ability of certain of our subsidiaries to engage in specified types of transactions. These covenants and other restrictions may under certain circumstances limit, but not necessarily preclude, our and certain of our subsidiaries’ ability to, among other things: consolidate or merge; create liens; incur additional indebtedness; dispose of assets; consummate acquisitions; make investments; or pay dividends and other distributions.

Under the 2018 Credit Facility, we are required to comply with financial covenants, including the following financial covenants: specified maximum consolidated leverage ratio; specified minimum consolidated fixed coverage charge ratio, minimum cash position and maximum capital expenditures.

Our ability to comply with such financial and other covenants may be affected by events beyond our control, so we may not be able to comply with these covenants. A breach of any such covenant could result in a default under the 2018 Credit Facility. In that case, the lenders could elect to declare due and payable immediately all amounts due under the 2018 Credit Facility, including principal and accrued interest.

If we require additional capital, we may not be able to obtain additional financing on favorable terms or at all.

We may need to pursue additional financing to respond to new competitive pressures, pay extraordinary expenses such as litigation settlements or judgments or fund growth, including through acquisitions. Because of our past significant losses and our limited tangible assets, we do not fit traditional credit lending criteria, which, in particular, could make it difficult for us to obtain loans or to access the capital markets. In addition, the credit documentation for our recent financing contains affirmative and negative covenants that affect, and in many respects may significantly limit or prohibit, among other things, our and certain of our subsidiaries’ ability to incur, refinance or modify indebtedness and create liens. Our credit card processors have the ability to impose significant holdbacks in certain circumstances. The reinstatement of such holdbacks likely would have a material adverse effect on our liquidity. Under our credit card processing agreements with our Visa, MasterCard, American Express, and Discover credit card processors, the credit card processor has the right, in certain circumstances, including adverse events affecting our business, to impose a holdback of our advanced payments purchased using a Visa, MasterCard, American Express, or Discover credit card, as applicable, or demand additional reserves or other security. If circumstances were to occur that would allow any of these processors to reinstate a holdback, the negative impact on our liquidity likely would be significant. In addition, our Visa and MasterCard credit card processing agreement may be terminated by the credit card processor at its discretion if we are deemed to be financially insecure. As a significant portion of payments to us are made through Visa and MasterCard credit cards, if the credit card processor does not assist in transitioning our business to another credit card processor, the negative impact on our liquidity likely would be significant. There were no cash reserves and cash-collateralized letters of credit with any credit card processors as of December 31, 2021.

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We may not have the ability to raise the funds necessary to settle conversions of the convertible senior notes due 2024 in cash or to repurchase the notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the notes.

Holders of our 1.75% convertible senior notes due 2024 (the “Convertible Senior Notes”) have the right to require us to repurchase their Convertible Senior Notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the aggregate principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion of the Convertible Senior Notes, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the Convertible Senior Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Convertible Senior Notes surrendered therefor or Convertible Senior Notes being converted. In addition, our ability to repurchase the Convertible Senior Notes or to pay cash upon conversions of the Convertible Senior Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness. Our failure to repurchase Convertible Senior Notes at a time when the repurchase is required by the indenture setting forth the terms of the Convertible Senior Notes or to pay any cash payable on future conversions of the Convertible Senior Notes as required by the indenture would constitute a default under the indenture. A default under the indenture setting forth the terms of the Convertible Senior Notes or the occurrence of the fundamental change itself may lead to a default under our 2018 Credit Facility or other agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Convertible Senior Notes or make cash payments upon conversions thereof. The increase in the conversion rate for Convertible Senior Notes converted in connection with a make-whole fundamental change or notice of redemption may not adequately compensate holders for any lost value of such holders’ Convertible Senior Notes as a result of such transaction.

If a make-whole fundamental change occurs prior to the maturity date or if we issue a notice of redemption with respect to the Convertible Senior Notes, under certain circumstances, we will increase the conversion rate by a number of additional shares of our common stock for Convertible Senior Notes converted in connection with such make-whole fundamental change or notice of redemption, as the case may be. The increase in the conversion rate will be determined based on the date on which the specified corporate transaction becomes effective, or the date of the notice of redemption, as the case may be and the price paid (or deemed to be paid) per share of our common stock in such transaction or with respect to such redemption, as the case may be. The increase in the conversion rate for Convertible Senior Notes converted in connection with a make-whole fundamental change or notice of redemption may not adequately compensate holders for any lost value of such holders’ Convertible Senior Notes as a result of such transaction or redemption. In addition, if the price per share of our common stock paid (or deemed paid) in the transaction is greater than $60.00 per share or less than $11.73 per share (in each case, subject to adjustment), no additional shares will be added to the conversion rate. Moreover, in no event will the conversion rate per $1,000 aggregate principal amount of Convertible Senior Notes as a result of this adjustment exceed 85.2514 shares of common stock, subject to adjustment in the same manner as the conversion rate.

Our obligation to increase the conversion rate for Convertible Senior Notes converted in connection with a make-whole fundamental change or notice of redemption could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies.

The conditional conversion feature of the Convertible Senior Notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the Convertible Senior Notes is triggered, holders of Convertible Senior Notes will be entitled to convert the Convertible Senior Notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Senior Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders of Convertible Senior Notes do not elect to convert their Convertible Senior Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Senior Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

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Convertible debt securities that may be settled in cash, such as the Convertible Senior Notes, could have a material effect on our reported financial results.

Under certain circumstances, convertible debt instruments (such as the Convertible Senior Notes) that may be settled entirely or partly in cash may be accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of such Convertible Senior Notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of such Convertible Senior Notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. We cannot be sure that the accounting standards in the future will continue to permit the use of the treasury stock method. If we are unable or otherwise elect not to use the treasury stock method in accounting for the shares issuable upon conversion of the Convertible Senior Notes, then our diluted earnings per share could be adversely affected.

The capped call transactions entered into in connection with the pricing of the Convertible Senior Notes may affect the value of the Convertible Senior Notes and our common stock.

In connection with the pricing of the Convertible Senior Notes and subsequently in connection with the exercise of the initial purchasers’ exercise of their option to purchase additional Convertible Senior Notes, we entered into capped call transactions (the “Capped Calls”) with certain option counterparties. The Capped Calls are expected generally to reduce the potential dilution upon conversion of the Convertible Senior Notes and/or offset any cash payments we are required to make in excess of the aggregate principal amount of converted Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to a cap.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the Convertible Senior Notes and prior to the maturity of the Convertible Senior Notes (and are likely to do so during any observation period related to a conversion of the Convertible Senior Notes). This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the Convertible Senior Notes, which could affect holders’ ability to convert the Convertible Senior Notes and, to the extent the activity occurs during any observation period related to a conversion of Convertible Senior Notes, it could affect the number of shares and value of the consideration that holders will receive upon conversion of the Convertible Senior Notes.

In addition, if any such Capped Call fails to become effective, the option counterparty party thereto may unwind its hedge positions with respect to our common stock, which could adversely affect the value of our common stock and, if the Convertible Senior Notes have been issued, the value of the Convertible Senior Notes.

Our certificate of incorporation and bylaws and the agreements governing our indebtedness contain provisions that could delay or discourage a takeover attempt, which could prevent the completion of a transaction in which our stockholders could receive a substantial premium over the then-current market price for their shares.

Certain provisions of our Restated Certificate of Incorporation and our Amended and Restated By-laws may make it more difficult for, or have the effect of discouraging, a third party from acquiring control of us or changing our board of directors and management. These provisions permit our board of directors to issue additional shares of common stock and preferred stock and to establish the number of shares, series designation, voting powers if any, preferences, other special rights, qualifications, limitations or restrictions of any series of preferred stock; limit the ability of stockholders to amend our Restated Certificate of incorporation and Amended and Restated By-laws, including supermajority requirements; allow only our board of directors, Chairman of the board of directors or Chief Executive Officer to call special meetings of our stockholders; eliminate the ability of stockholders to act by written consent; require advance notice for stockholder proposals and director nominations; and limit the removal of directors and the filling of director vacancies.

Such provisions could have the effect of depriving stockholders of an opportunity to sell their shares at a premium over prevailing market prices. Any delay or prevention of, or significant payments required to be made upon, a change of control transaction or changes in our board of directors or management could deter potential acquirers or prevent the completion of a transaction in which our stockholders could receive a substantial premium over the then-current market price for their shares.

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ITEM 1B. Unresolved Staff Comments

None.

ITEM 2. Properties

During the third quarter of 2021, the Company entered into a new lease agreement to relocate its corporate headquarters from Holmdel, New Jersey to a new leased facility also located in Holmdel, New Jersey. We lease office, building space, and research and development sites around the world, primarily in the United States, Europe, Israel, Australia, and Asia. We sublease portions of office space including space in our old Holmdel, NJ location to a third parties. Due to the impact of COVID-19, we analyzed our real estate footprint, our ability to work primarily as a remote organization, and that a significant amount of real estate was not fully utilized. As a result, we had closed offices in certain locations worldwide during 2021 and 2020. We believe that the remaining facilities that we occupy are in good condition and adequate for our current needs. We have established a program to lease temporary work spaces based on the office re-openings and future needs, and do not anticipate leasing any material additional space.

ITEM 3. Legal Proceedings

Refer to Note 15, Commitments and Contingencies to our Consolidated Financial Statements included in this Annual Report on Form 10-K for a discussion of recent developments regarding our legal proceedings.

ITEM 4. Mine Safety Disclosures

Not Applicable.

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PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Price Range of Common Stock

Our common stock was listed on the New York Stock Exchange from May 24, 2006 to December 30, 2019 and transferred to the Nasdaq Global Select Market starting December 31, 2019, both listings are under the ticker symbol “VG”.

Holders

At January 31, 2022, we had approximately 425 stockholders of record. This number does not include beneficial owners whose shares are held in street name.

Dividends

We have never paid cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock for at least the next 12 months. We intend to retain all of our earnings, if any, for general corporate purposes, and, if appropriate, to finance the expansion of our business.

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Stock Performance Graph

The graphs below and related information shall not be deemed “soliciting material” or “filed” with the Securities and Exchange Commission or otherwise subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, or the Securities Act, or the Exchange Act, except to the extent we specifically request that such information be treated as soliciting material or specifically incorporate such information by reference into a document filed under the Securities Act or the Exchange Act.

The graph below compares the cumulative total return of our common stock between December 31, 2016 and December 31, 2021, with the cumulative total return of (1) NASDAQ Telecommunications, (2) Russell 2000 Index, and (3) NASDAQ Computer. This graph assumes the investment of $100 on December 31, 2016 in our common stock, NASDAQ Telecommunications, Russell 2000 Index, and NASDAQ Computer, and assumes the reinvestment of dividends, if any.

COMPARISON OF THE CUMULATIVE TOTAL RETURN ON COMMON STOCK BET

COMPARISON OF THE CUMULATIVE TOTAL RETURN ON COMMON STOCK BETWEEN DECEMBER 31, 2016 AND DECEMBER 31, 2021

Among Vonage Holdings Corp., the NASDAQ Telecommunications, the Russell 2000 Index, and the NASDAQ Computer.


	December 31,
	2017		2018			2019		2020		2021
Vonage Holdings Corp.	$	148.47	$	127.45		$	108.18	$	188.03	$	303.50
NASDAQ Telecommunications	$	117.44	$	121.00	0	$	134.77	$	164.47	$	172.33
Russell 2000 Index	$	113.14	$	99.37		$	122.94	$	145.52	$	165.45
NASDAQ Computer	$	138.77	$	133.66		$	200.94	$	301.37	$	415.46

Common Stock Repurchases

See Note 10, Common Stock to the Company's Consolidated Financial Statements for information regarding common stock repurchases.

ITEM 6. [Reserved]

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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from those we currently anticipate as a result of many factors, including the factors we describe under “Item 1A—Risk Factors,” and elsewhere in this Annual Report on Form 10-K.

This section of this Form 10-K generally discusses 2021 and 2020 items and year-to-year comparisons between 2021 and 2020. Discussions of 2019 items and year-to-year comparisons between 2020 and 2019 that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

INTRODUCTION

Management's discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in connection with, the consolidated financial statements and related notes thereof. Components of management's discussion and analysis of financial condition and results of operations include:

•Overview

•Results of Operations

•Non-GAAP Measures

•Liquidity and Capital Resources

•Contractual Obligations

•Summary of Critical Accounting Policies and Estimates

•Off-Balance Sheet Arrangements

OVERVIEW

Our business is organized under two reportable operating segments: Vonage Communications Platform and Consumer. The Vonage Communications Platform includes our Unified Communications, Contact Center Communications, and APIs service offerings and represents the Company’s strategic business as the source of future growth. Our Consumer segment includes our communications solutions for residential customers based on our roots in providing VoIP communication services.

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Impact of COVID-19

A novel strain of coronavirus, or COVID-19, was first identified in China in December 2019 and subsequently declared a pandemic on March 11, 2020, by the World Health Organization. To date, COVID-19 has impacted nearly all regions around the world and resulted in travel restrictions and business slowdowns worldwide. The full impact of the pandemic on our business, operations and financial results has and will depend on various factors that continue to evolve, which we may not accurately predict. In response to the COVID-19 pandemic, governments across the world have enacted measures aimed at containing the spread of the virus, including the practice of social distancing when engaging in authorized activities. While some of these restrictions have been lifted on a global scale, many regions, including the United States where Vonage is headquartered, are experiencing a resurgence of COVID-19 variants. As a result of the ongoing COVID-19 pandemic, typical business travel remains at reduced levels to protect the health of our employees and to comply with local guidelines, and we have also continued modified usage of Vonage offices worldwide to comply with social distancing (including our corporate headquarters), all of which disrupt how we typically operate our business.

COVID-19 has impacted some of our customers more than others, including customers in the travel, hospitality, retail, and other industries where physical interaction is critical. We have experienced and expect that we will continue to experience slowdowns in bookings and customer payments, customer churn and reduced usage, and issuance of customer credits to distressed customers served by certain product lines in the Vonage Communications Platform. In addition, COVID-19 may have impacts on many additional aspects of our operations, directly and indirectly, including with respect to its impacts on customer behaviors, our business and our employees, and the market generally, and the scope and nature of these impacts continue to evolve each day.

Recent Significant Events

On November 22, 2021, the Company, Telefonaktiebolaget LM Ericsson (publ) ("Ericsson"), and Ericsson Muon Holding Inc., entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the acquisition of the Company by Ericsson for approximately $6.2 billion in cash. The proposed transaction received the required approval of the Company's stockholders on February 9, 2022 and is expected to be consummated during the first half of 2022 following the satisfaction of certain other customary conditions.

On October 18, 2021, the Company completed the acquisition of certain assets and liabilities of Jumper AI Pte. Ltd. for cash consideration of $7 million. The Company expects to allocate the purchase price primarily to developed technology and customer relationships. The Company may make additional payments of up to $9 million over the next two years subject to continuing employment of key individuals and achievement of certain financial targets.

During the year ended December 31, 2021, the Company entered into a new lease agreement to relocate its corporate headquarters to a new leased facility located in Holmdel, New Jersey. As a result, the Company expects to incur a charge associated with the abandonment of its former corporate headquarters in early 2022 upon successful relocation.

Trends in Our Industry

A number of trends in our industry have a significant effect on our results of operations and are important to an understanding of our financial statements.

Competitive landscape. The business cloud communications markets and consumer services market in which we participate are highly competitive. We face competition from a broad set of companies, including (i) SaaS companies, CCaaS companies, other alternative communication providers, other providers of cloud communication services and (ii) traditional telephone, wireless service providers, cable companies, and alternative communications providers with consumer offerings. As the cloud communications market evolves, and the convergence of voice, video, messaging, mobility and data networking technologies accelerates, we may face competition in the future from companies that do not currently compete in the market, including companies that currently compete in other sectors, companies that serve consumers rather than business customers, or companies which expand their market presence to include cloud communications. Moreover, as businesses and educational institutions are quickly pivoting to cloud-based communications in light the increased need for remote work and remote learning due to the COVID-19 pandemic, we are experiencing intense competition from our existing competitors, and also emerging competitors, seeking to capitalize on the growing needs for businesses and educators to transform their operations. For additional information, refer to "Competition" in Part I, Business.

Regulation. Our business has developed in a relatively lightly regulated environment. For further discussion regarding regulatory issues which impact the Company, refer to "Regulation" in Note 15, Commitments and Contingencies to our financial statements.

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Key Operating Data

The table below includes key operating data that our management uses to measure the growth and operating performance of the VCP segment:


Vonage Communications Platform	For the Years Ended December 31,
	2021			2020			2019
Service revenues per customer	$	637		$	516		$	447
Vonage Communications Platform revenue churn	0.6		%	1.1		%	1.1		%

Service revenues per customer. Service revenues per customer for a particular period is calculated by dividing the average monthly service revenues for the period by the average number of customers over the number of months in the period. The average number of customers is the number of customers on the first day of the period, plus the number of customers on the last day of the period, divided by two. Service revenues excludes revenues from trading and auction customers. Service revenues per customer increased from $516 for 2020 to $637 for 2021 primarily driven by the Company's successful efforts to attract larger VCP customers, to expand services provided to our existing VCP customers, and to grow our API services especially high value services.

Vonage Communications Platform revenue churn. Vonage Communication Platform revenue churn is calculated by dividing the revenue from customers or customer locations that have been confirmed to be foregone during a period by the simple average of the total revenue from all customers in that period. Revenue for purposes of determining VCP revenue churn is service revenue excluding revenue from our trading and auction customers, and usage in excess of a customer’s contracted service plan, regulatory fees charged to customers, and credits. The simple average of total revenue from all customers during the period is the total revenue as defined herein on the first day of the period, plus the total revenue as defined herein on the last day of the period, divided by two. Terminations, as used in the calculation of churn statistics, do not include customers terminated during the period if termination occurred within the first month after activation. Other companies may calculate business revenue churn differently, and their VCP revenue churn data may not be directly comparable to ours. Vonage Communications Platform revenue churn decreased from 1.1% for 2020 and to 0.6% for 2021. Our revenue churn may fluctuate over time due to economic conditions, seasonality in certain customer's operations, loss of customers who are acquired, and competitive pressures including promotional pricing. We are continuing to invest in our overall quality of service which includes customer care headcount and systems, billing systems, on-boarding processes and self-service options to ensure we scale our processes to our growth and continue to improve the overall customer experience and as a result have seen improvement in churn associated with API services.

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The table below includes key operating data that our management uses to measure the growth and operating performance of the Consumer segment:


Consumer	For the Years Ended December 31,
	2021			2020			2019
Average monthly revenues per subscriber line	$	28.50		$	27.77		$	27.04
Subscriber lines (at period end)	779,179			909,965			1,087,819
Customer churn	1.4		%	1.7		%	1.8		%

Average monthly revenues per subscriber line. Average monthly revenues per subscriber line for a particular period is calculated by dividing our revenues for that period by the simple average number of subscriber lines for the period, and dividing the result by the number of months in the period. The simple average number of subscriber lines for the period is the number of subscriber lines on the first day of the period, plus the number of subscriber lines on the last day of the period, divided by two. Our average monthly revenues per subscriber line increased from $27.77 for 2020 to $28.50 for 2021 due primarily to the Company's ability to retain its more tenured customer.

Subscriber lines. Our subscriber lines include, as of a particular date, all paid subscriber lines from which a customer can make an outbound telephone call on that date. Our subscriber lines include fax lines, including fax lines bundled with subscriber lines in our small office home office calling plans and soft phones, but do not include our virtual phone numbers and toll free numbers, which only allow inbound telephone calls to customers. Subscriber lines decreased from 909,965 as of December 31, 2020 to 779,179 as of December 31, 2021, reflecting planned actions to enhance the profitability while managing the decline in the customer base.

Customer churn. Customer churn is calculated by dividing the number of customers that have terminated during a period by the simple average of number of customers in a given period. The simple average number of customers during the period is the number of customers on the first day of the period, plus the number of customers on the last day of the period, divided by two. Terminations, as used in the calculation of churn statistics, do not include customers terminated during the period if termination occurred within the first month after activation. Other companies may calculate customer churn differently, and their customer churn data may not be directly comparable to ours. Customer churn decreased to 1.4% for 2021 from 1.7% for 2020. We maximize customer value by focusing marketing spend on higher return channels and away from assisted selling channels which had higher early life churn. We monitor customer churn on a daily basis and use it as an indicator of the level of customer satisfaction. Customers who have been with us for a year or more tend to have a lower churn rate than customers who have not. In addition, our customers who are international callers generally churn at a lower rate than customers who are domestic callers. Our customer churn will fluctuate over time due to economic conditions, competitive pressures including promotional pricing targeting international long distance callers, marketplace perception of our services, and our ability to provide high quality customer care and network quality and add future innovative products and services. See the discussion above for detail regarding churn impacting our business customers.

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RESULTS OF OPERATIONS

The following table sets forth our consolidated statement of income for the periods indicated:


	For the Years Ended December 31,
	2021		2020		2019
Total revenues	$	1,409,015	$	1,247,934	$	1,189,346

Operating Expenses:
Cost of revenues (excluding depreciation and amortization)	694,509		553,523		511,084
Sales and marketing	335,217		342,053		363,111
Engineering and development	80,667		81,484		69,460
General and administrative	202,461		182,106		152,672
Depreciation and amortization	88,780		88,917		86,256
Total operating expenses	1,401,634		1,248,083		1,182,583
Income (Loss) from operations	7,381		(149)		6,763
Other Income (Expense):
Interest expense	(28,348)		(32,160)		(32,821)
Other income (expense), net	905		314		(50)
Total other income (expense), net	(27,443)		(31,846)		(32,871)
Loss before income taxes	(20,062)		(31,995)		(26,108)
Income tax (expense) benefit	(4,435)		(4,217)		6,626
Net loss	$	(24,497)	$	(36,212)	$	(19,482)

Management's discussion of the results of operations for the Years Ended December 31, 2021 and 2020

The Company reported loss before income taxes of $20,062 and $31,995 for the years ended December 31, 2021 and 2020, respectively. The loss before income taxes for the year ended December 31, 2021 was primarily due to higher gross margin dollars of $20,095 driven by increased sales within the VCP platform primarily associated with the 42% growth in API services offset by higher operating expenses of $12,565 as compared to the year ended December 31, 2020 due to increased general and administrative expenses resulting from higher stock based compensation and acquisition related costs in the current year.

The Company reported net loss of $24,497 and $36,212, respectively, for the years ended December 31, 2021 and 2020. The decrease in net loss for the year ended December 31, 2021 compared to the year ended December 31, 2020 was due to the income before income taxes for the year ended December 31, 2021 and loss before income taxes for the year ended December 31, 2020 as discussed above. The tax expense during the year ended December 31, 2021 was driven by a permanent adjustment related to a limitation against the deductibility of officer’s compensation, acquisition costs related to the proposed Ericsson transaction, and foreign nondeductible losses. In addition, a $6 million benefit was recorded for Research & Development Tax Credits in the United States and United Kingdom.

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Segment Adjusted EBITDA

The following graphs illustrate the composition of our Adjusted EBITDA with respect to each of our reportable segments for the years ended December 31, 2021, 2020, and 2019.

The Adjusted EBITDA for Vonage Communications Platform has improved from losses of $56,968 for the years ended December 31, 2020, to income of $10,714 for the year ended December 31, 2021. This improvement in Vonage Communications Platform Adjusted EBITDA is primarily due to an increase in Vonage Communications Platform gross margin of $64,126 as the Company experience growth in API services as compared to the prior year. Adjusted EBITDA for Vonage Communications Platform was also positively impacted in the current year due to cost saving initiatives executed in the second half of 2020. The decline year over year of Adjusted EBITDA for Consumer is primarily driven by the decrease in subscriber lines year over year as further described below.

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Consolidated Gross Margin for the Years Ended December 31, 2021, 2020, and 2019

We calculate gross margin as total revenues less cost of service, which primarily consists of fees that we pay to third parties on an ongoing basis in order to provide our services and costs incurred when a customer first subscribes to our service. The following table presents total revenues, cost of revenues and the composition of gross margin for the years ended December 31, 2021, 2020, and 2019:


	For the years ended December 31,						$ Change 2020 to 2021		% Change 2020 to 2021		$ Change 2019 to 2020		% Change 2019 to 2020
(in thousands, except percentages)	2021		2020		2019
Service, access and product revenues	$	1,339,063	$	1,185,357	$	1,106,472	$	153,706	13	%	$	78,885	7	%
USF revenues	$	69,952	$	62,577	$	82,874	$	7,375	12	%	$	(20,297)	(24)	%
Total revenues	$	1,409,015	$	1,247,934	$	1,189,346	$	161,081	13	%	$	58,588	5	%
Service, access and product cost of revenues	624,557		490,946		428,210		133,611		27	%	62,736		15	%
USF cost of revenues	69,952		62,577		82,874		7,375		12	%	(20,297)		(24)	%
Cost of revenues (1)	694,509		553,523		511,084		140,986		25	%	42,439		8	%
Gross margin	$	714,506	$	694,411	$	678,262	$	20,095	3	%	$	16,149	2	%

(1) Excludes depreciation and amortization of $61,874, $51,408, and $38,167, respectively.

Total revenues and cost of revenues were impacted by the following trends and uncertainties:

For the year ended December 31, 2021 compared to the year ended December 31, 2020

Total revenues increased 13% for the year ended December 31, 2021 as compared to the prior year period. The increase is primarily due to VCP customer growth driving an increase in revenues of $205,068 as a result of increased usage of the Company's API product in the current year. This was partially offset by declining consumer revenues of $43,987 in connection with the continued decline of subscriber lines. The Company continues to expect that the Consumer portion of the Company's overall business will become less significant. The Company will focus its resources in an effort to increase market share in its VCP communications platforms.

Cost of revenues increased 25% for the year ended December 31, 2021 as compared to the prior year period driven by increased costs incurred in servicing our VCP customers of $140,942 due to the 42% growth in API services.

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Vonage Communications Platform Gross Margin for the Years Ended December 31, 2021, 2020, and 2019


	For the years ended December 31,									$ Change 2020 to 2021			% Change 2020 to 2021		$ Change 2019 to 2020			% Change 2019 to 2020
(in thousands, except percentages)	2021			2020			2019
Revenues
Service revenues	$	1,061,745		$	856,492		$	719,514		$	205,253		24	%	$	136,978		19	%
Access and product revenues (1)	30,522			36,584			46,232			(6,062)			(17)	%	(9,648)			(21)	%
Service, access and product revenues	1,092,267			893,076			765,746			199,191			22	%	127,330			17	%
USF revenues	27,858			21,981			38,134			5,877			27	%	(16,153)			(42)	%
Total revenues	1,120,125			915,057			803,880			205,068			22	%	111,177			14	%

Cost of revenues
Service cost of revenues (2)	552,537			413,079			336,045			139,458			34	%	77,034			23	%
Access and product cost of revenues (1)	38,086			42,479			53,455			(4,393)			(10)	%	(10,976)			(21)	%
Service, access and product cost of revenues	590,623			455,558			389,500			135,065			30	%	66,058			17	%
USF cost of revenues	27,858			21,981			38,134			5,877			27	%	(16,153)			(42)	%
Total cost of revenues	618,481			477,539			427,634			140,942			30	%	49,905			12	%

Segment gross margin
Service margin	509,208			443,413			383,469			65,795			15	%	59,944			16	%
Gross margin ex-USF (Service, access and product margin)	501,644			437,518			376,246			64,126			15	%	61,272			16	%
Segment gross margin	$	501,644		$	437,518		$	376,246		$	64,126		15	%	$	61,272		16	%

Segment gross margin %
Service margin %	48.0		%	51.8		%	53.3		%	(3.8)		%			(1.5)		%
Gross margin ex-USF (Service, access and product margin) %	45.9		%	49.0		%	49.1		%	(3.1)		%			(0.1)		%
Segment gross margin %	44.8		%	47.8		%	46.8		%	(3.0)		%			1.0		%

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

(2) Excludes depreciation and amortization of $60,966, $47,701, and $33,484, respectively.

For the year ended December 31, 2021 compared to the year ended December 31, 2020

The following table describes the increase in Vonage Communications Platform gross margin for the year ended December 31, 2021 as compared to the year ended December 31, 2020:


	(in thousands)
Service gross margin increase is primarily due to increased usage of the Company's API services primarily in APAC	$	65,795
Access and product gross margin decreased due to higher costs providing access services to VCP customers during the current year	(1,669)

Increase in segment gross margin	$	64,126

Vonage Communications Platform service gross margin percentage decreased to 48.0% for the year December 31, 2021 from 51.8% for the year ended December 31, 2020. The decrease in VCP service gross margin percentage is a result of greater proportion of lower margin services across our VCP segment during the year ended December 31, 2021 as compared to the year ended December 31, 2020. Revenues from API services have grown to 56% of VCP revenues for the year ended December 31, 2021 from 49% of VCP revenues during the year ended December 31, 2020, driven by growth in part of API products, particularly messaging, as the Company continues to strategically pursue new customer opportunities to drive product adoption across the VCP platform. Our gross margin percentage may continue to be impacted by changes in the mix of service offerings provided to our customers across our VCP segment.

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Consumer Gross Margin for the Years Ended December 31, 2021, 2020, and 2019


	For the years ended December 31,									$ Change 2020 to 2021			% Change 2020 to 2021		$ Change 2019 to 2020			% Change 2019 to 2020
(in thousands, except percentages)	2021			2020			2019
Revenues
Service revenues	$	246,553		$	292,003		$	340,462		$	(45,450)		(16)	%	$	(48,459)		(14)	%
Access and product revenues (1)	243			278			264			(35)			(13)	%	14			5	%
Service, access and product revenues	246,796			292,281			340,726			(45,485)			(16)	%	(48,445)			(14)	%
USF revenues	42,094			40,596			44,740			1,498			4	%	(4,144)			(9)	%
Total revenues	288,890			332,877			385,466			(43,987)			(13)	%	(52,589)			(14)	%

Cost of revenues
Service cost of revenues (2)	31,968			33,550			34,677			(1,582)			(5)	%	(1,127)			(3)	%
Access and product cost of revenues (1)	1,966			1,838			4,033			128			7	%	(2,195)			(54)	%
Service, access and product cost of revenues	33,934			35,388			38,710			(1,454)			(4)	%	(3,322)			(9)	%
USF cost of revenues	42,094			40,596			44,740			1,498			4	%	(4,144)			(9)	%
Total cost of revenues	76,028			75,984			83,450			44			—	%	(7,466)			(9)	%

Segment gross margin
Service margin	214,585			258,453			305,785			(43,868)			(17)	%	(47,332)			(15)	%
Gross margin ex-USF (Service, access and product margin)	212,862			256,893			302,016			(44,031)			(17)	%	(45,123)			(15)	%
Segment gross margin	$	212,862		$	256,893		$	302,016		$	(44,031)		(17)	%	$	(45,123)		(15)	%

Segment gross margin %
Service margin %	87.0		%	88.5		%	89.8		%	(1.5)		%			(1.3)		%
Gross margin ex-USF (Service, access and product margin) %	86.3		%	87.9		%	88.6		%	(1.6)		%			(0.7)		%
Segment gross margin %	73.7		%	77.2		%	78.4		%	(3.5)		%			(1.2)		%

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

(2) Excludes depreciation and amortization of $908, $3,707, and $4,683, respectively.

For the year ended December 31, 2021 compared to the year ended December 31, 2020

The following table describes the decrease in Consumer gross margin for the year ended December 31, 2021 as compared to the year ended December 31, 2020:


	(in thousands)
Service gross margin decreased due to a decrease in subscriber lines of 14% resulting in lower gross margin of $43,566	$	(43,868)
Access and product gross margin decreased 9% primarily due to declines in sales to customers during the current year	(163)

Decrease in segment gross margin	$	(44,031)

Consumer service gross margin percentage decreased to 87.0% for the year ended December 31, 2021 from 88.5% for the year ended December 31, 2020 due to slightly higher international and domestic termination rates.

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Other Operating Expenses

The following table presents our other operating expenses during the years ended December 31, 2021, 2020, and 2019, respectively:


	For the years ended December 31,						$ Change 2020 to 2021		% Change 2020 to 2021		$ Change 2019 to 2020		% Change 2019 to 2020
(in thousands, except percentages)	2021		2020		2019
Sales and marketing	$	335,217	$	342,053	$	363,111	$	(6,836)	(2)	%	$	(21,058)	(6)	%
Engineering and development	80,667		81,484		69,460		(817)		(1)	%	12,024		17	%
General and administrative	202,461		182,106		152,672		20,355		11	%	29,434		19	%
Depreciation and amortization	88,780		88,917		86,256		(137)		—	%	2,661		3	%
Total other operating expenses	$	707,125	$	694,560	$	671,499	$	12,565	2	%	$	23,061	3	%

For the year ended December 31, 2021 compared to the year ended December 31, 2020

Total other operating expenses increased by $12,565 during the year ended December 31, 2021 as compared to the year ended December 31, 2020 primarily due to the following:

•Sales and marketing expense decreased 2%, primarily due to continued reductions in travel associated costs with the COVID-19 pandemic continues to impact businesses across the globe.

•General and administrative expense increased 11%, primarily due to an increase in stock compensation expense of approximately $10 million due in part to a modification of certain awards which was made as part of strategies implemented to mitigate the impact of 280G of the IRS Code for certain individuals, a $2 million donation to the Company's foundation in the current year and approximately $10 million in acquisition related costs associated with the proposed acquisition of the Company by Ericsson. These were partially offset by decreased employee costs as the Company has begun to realize benefits associated with the cost saving initiatives executed upon in the prior year and significantly lower restructuring charges in 2021.

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Other Income (Expense)


	For the years ended December 31,						$ Change 2020 to 2021		% Change 2020 to 2021		$ Change 2019 to 2020		% Change 2019 to 2020
(in thousands, except percentages)	2021		2020		2019		$ Change 2020 to 2021		% Change 2020 to 2021		$ Change 2019 to 2020		% Change 2019 to 2020
Interest expense	$	(28,348)	$	(32,160)	$	(32,821)	$	3,812	12	%	$	661	2	%
Other income (expense), net	905		314		(50)		591		(188)	%	364		728	%
	$	(27,443)	$	(31,846)	$	(32,871)	$	4,403	14	%	$	1,025	3	%

For the year ended December 31, 2021 compared to the year ended December 31, 2020

Interest expense. The interest expense decreased 12%, was mainly due to lower interest expense due to lower principal balances on our 2018 Credit Facility.

Income Taxes


	For the years ended December 31,									$ Change 2020 to 2021		% Change 2020 to 2021		$ Change 2019 to 2020		% Change 2019 to 2020
(in thousands, except percentages)	2021			2020			2019
Income tax (expense) benefit	$	(4,435)		$	(4,217)		$	6,626		$	(218)	5	%	$	(10,843)	(164)	%
Effective tax rate	(22)		%	(13)		%	25		%

For the year ended December 31, 2021 compared to the year ended December 31, 2020

We recognize income taxes equal to pre-tax income multiplied by our annual effective income tax rate. In addition, adjustments are recorded for discrete period items and changes to our state effective tax rate which can cause the rate to fluctuate from quarter to quarter.

The increase in income tax expense for the year ended December 31, 2021 compared to the year ended December 31, 2020 is primarily due to an increase in permanent items related to limitations on executive compensation, the inclusion of foreign income in the U.S. due to foreign disregarded entities, and limitation on foreign losses. The year ended December 31, 2021 includes a permanent adjustment related to a limitation against the deductibility of officer’s compensation, acquisition costs related to the proposed Ericsson transaction, and foreign nondeductible losses. In addition, a $6 million benefit was recorded for Research & Development Tax Credits in the United States and United Kingdom.

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NON-GAAP METRICS

Adjusted EBITDA is a non-GAAP financial measure and is the primary basis used as the measure of profit or loss for our businesses. Adjusted EBITDA is defined as net income or net loss attributable to Vonage before income tax expense or benefit, interest expense, depreciation and amortization, stock-based expense, amortization of costs to implement cloud computing arrangements, acquisition related transaction and integration costs, organizational transformation costs, restructuring activities, and other non-recurring items. Organizational transformation in 2020 includes 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 which included employee related exits 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. This is also consistent with the measure used under our bank credit assessment. Our management and our Board of Directors utilize Adjusted EBITDA to evaluate our consolidated operating performance and the performance of our operating segments and to allocate resources and capital to our segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that Adjusted EBITDA is useful to our investors as a basis for comparing our operating performance with that of other companies in our industries, although our measure of Adjusted EBITDA may not be directly comparable to that of other companies.

Our reconciliation of the aggregate amount of Adjusted EBITDA to consolidated income before taxes is presented below:


	Years Ended December 31,
		2021		2020		2019
Net Loss		$	(24,497)	$	(36,212)	$	(19,482)
Income tax expense (benefit)		4,435		4,217		(6,626)
Interest expense		28,348		32,160		32,821
Depreciation and amortization		88,780		88,917		86,256
Amortization of costs to implement cloud computing arrangements		3,515		2,885		1,362
Share-based expense		79,900		45,667		45,242
Acquisition related transactions and integration costs		10,120		—		701

Organizational transformation		—		5,119		14,533
Restructuring activities		2,655		18,913		—
Other non-recurring items		4,314		8,518		3,289
Adjusted EBITDA		$	197,570	$	170,184	$	158,096

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LIQUIDITY AND CAPITAL RESOURCES

Overview

For the year ended December 31, 2021, we had higher net cash from operations compared to the years ended December 31, 2020 primarily due to higher gross profit dollars during the current year. We expect to continue to balance efforts to grow our revenue with seeking to consistently achieve operating profitability. To grow our revenue, we continue to make investments in growth initiatives, marketing, application development, network quality and expansion, and customer care. We believe that cash flow from operations and cash on hand will fund our operations for at least the next twelve months.

The following table sets forth a summary of our cash flows for the periods indicated:


	For the years ended December 31,						$ Change 2020 to 2021		$ Change 2019 to 2020
(dollars in thousands)	2021		2020		2019
Net cash provided by operating activities	$	158,711	$	83,880	$	92,926	$	74,831	$	(9,046)
Net cash used in investing activities	(62,719)		(52,723)		(52,079)		(9,996)		(644)
Net cash used in financing activities	(117,257)		(10,850)		(21,921)		(106,407)		11,071

Operating Activities

The following table describes the changes in cash provided by operating activities for the year ended December 31, 2021 as compared to the year ended December 31, 2020:


	(in thousands)
Increase in operating income adjusted for non-cash items primarily due to increased gross margin driven by growth within VCP during the year	$	44,951
Increase in working capital driven primarily by timing of vendor payments, prepayments for annual licenses and improvement in operating cash flows as a result of benefits under the CARES Act offset by declines in deferred revenue as customers shift from annual billings to more frequent billings	29,880
Increase in cash provided by operating activities	$	74,831

Investing Activities

The following table describes the changes in cash used in investing activities for the year ended December 31, 2021 as compared to the year ended December 31, 2020:


	(in thousands)
Increase in payments to acquire and develop software assets	$	(5,139)
Decrease in payments related to capital expenditures	1,575
Increase in cash paid related to acquisitions of business	(7,000)
Increase from proceeds on sale of intangible assets net of payments to acquire new patents on our developed technology	568
Increase in cash used in investing activities	$	(9,996)

Financing Activities

The following table describes the changes in cash used in financing activities for the year ended December 31, 2021 as compared to the year ended December 31, 2020:


	(in thousands)
Increased repayments net of borrowings compared to the prior year	$	(80,000)



Decrease in proceeds received from exercise of stock options due to fewer exercises in 2021	(4,390)
Increase in payments associated with taxes on share based compensation due to higher vesting and stock price in 2021	(22,017)
Increase in cash used in financing activities	$	(106,407)

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Sources of Liquidity

The principal sources of liquidity are derived from available borrowings under our existing financing arrangements, existing cash on hand, and cash flows from operations. As described in Note 8, Long-Term Debt, to the Consolidated Financial Statements, the Company's financing arrangements consist of its Convertible Senior Notes and the 2018 Credit Facility comprised of a $100,000 term note and a $500,000 revolving credit facility.

Uses of Liquidity

The Company's requirements for liquidity and capital resources are generally for the purposes of operating activities, debt service obligations, restructuring initiatives, and capital expenditures. For the year ended December 31, 2021, capital expenditures were primarily for the implementation of software solutions and purchase of network equipment as we continue to expand our network. Our capital expenditures for the year ended December 31, 2021 were $55,719, of which $46,979 was for software acquisition and development. The majority of these expenditures are comprised of investments in information technology and systems infrastructure, including an electronic data warehouse, online customer service, and customer management platforms for the Vonage Communications Platform. For 2022, we believe our capital and software expenditures will be approximately $65 million.

Available Borrowings Under the 2018 Credit Facility

We maintain significant availability under our line of credit to meet our short-term liquidity requirements. As of December 31, 2021, amounts available under the 2018 Credit Facility totaled $369.5 million.

CONTRACTUAL OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS

Convertible Senior Notes. The company issued $345 million aggregate principal amount of 1.75% convertible senior notes due 2024. As of December 31, 2021, interest associated with the convertible senior note is approximately $6,038 for 2022 through 2023 annually and $2,734 in 2024. See Note 8, Long-Term Debt in the notes to the Consolidated Financial Statements.

2018 Credit Facility. The 2018 Credit Facility was entered in July 2018 consisting of a $100,000 term note and a $500,000 revolving credit facility. As of December 31, 2021, the 2018 revolving credit facility balance was $130,500, matures on July 31, 2023 and interest associated with the outstanding debt is approximately $5,511 in 2022 and $3,648 in 2023, respectively. See Note 8, Long-Term Debt in the notes to the Consolidated Financial Statements.

Operating Lease Obligations. At December 31, 2021, we had future commitments for office spaces leased in Holmdel, New Jersey for our headquarters, various other locations for field sales and administration offices in the United States and other countries, in Tel Aviv, Israel for application development, in London, United Kingdom for our UK offices, and for operating leases for co-location facilities mainly in the United States that accommodate a portion of our network equipment. As part of the Company's business optimization evaluation, the Company closed certain office locations worldwide and will lease agile workspaces when needed after the COVID-19 occupancy restrictions are lifted. As of December 31, 2021, operating lease obligations are approximately $11,825 in 2022, $11,089 in 2023, $7,193 in 2024, $7,404 in 2025, $6,431 in 2026, and $3,280 thereafter.

Purchase obligations. The purchase obligations are primarily commitments to vendors who will provide license patents to us, provide web hosting service, provide electricity to our office, provide cloud-based data warehousing, provide software maintenance service, and provide insurance to us. In certain cases, we may terminate these arrangements early upon payment of specified fees. These amounts do not represent our entire anticipated purchases in the future, but represent only those items for which we are contractually committed. We also purchase products and services as needed with no firm commitment. For this reason, the amounts presented do not provide a reliable indicator of our expected future cash outflows or changes in our expected cash position. As of December 31, 2021, purchase obligations are approximately $29,208 in 2022, $7,894 in 2023, $2,414 in 2024, and $1,367 in 2025, respectively. See also Note 15, Commitments and Contingencies to our Consolidated Financial Statements.

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SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenues and expenses, and the related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. The SEC has defined critical accounting policies as those policies management believes are most important to the portrayal of the Company's financial condition and results of operations and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Company has identified the following critical accounting policies and estimates addressed below. Our significant accounting policies are summarized in Note 2, Summary of Significant Accounting Policies to our Consolidated Financial Statements. The following describes our critical accounting policies and estimates:

Use of Estimates

Our consolidated financial statements and notes thereto are prepared in conformity with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates, including uncertainty in the economic environment due to the ongoing outbreak of the novel coronavirus COVID-19.

We base our estimates on historical experience, available market information, appropriate valuation methodologies, and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used for such items as depreciable lives for long-lived assets including intangible assets, tax provisions, uncollectible accounts, convertible notes, and assets and liabilities assumed in business combinations, among others. In addition, estimates are used to test long-lived assets and goodwill for impairment.

COVID-19 has created and may continue to create uncertainty in customer payments, reduced usage, and issuance of customer credits to distressed customers served by certain product lines. As of the date of our consolidated financial statements, we are not aware of any specific event or circumstance that would require us to materially update our estimates or judgments. However, these estimates may change as new events occur and additional information is obtained, which may result in changes being recognized in our consolidated financial statements in future periods. In particular and in light of the COVID-19 pandemic, the assumptions and estimates associated with collectability assessment of revenue and credit losses of accounts receivable may have a material impact our consolidated financial statements in future periods, depending on the continued duration or degree of the impact of the COVID-19 pandemic on the global economy.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers which is further described in Note 4, Revenue Recognition to the Consolidated Financial Statements.

We measure revenue based upon consideration specified by contracts with our customers. Revenue is recognized when our performance obligation under the contract is satisfied by transferring control over the product or service to the customer. We derive our revenues for our Consumer and Vonage Communications Platform segments primarily from the sale of our communication services and customer equipment as further described below. The majority of the Company's contracts with customers have a single performance obligation for service revenues. We recognize revenue with customers when control transfers, which occurs upon delivery of a service or product. For our VCP segment, the typical life of a service customer is seven years.

Service Revenues

Substantially all of our revenues are service revenues, which are derived from monthly subscription fees under usage based or pay-per-use type billing arrangements, and contract-based services plans. For consumer customers in the United States, we offer domestic and international rate plans, including a variety of residential plans and mobile plans. For business customers, we offer small and medium business, mid-market, and enterprise customers several service plans with different pricing structures and contractual requirements ranging in duration from month-to-month to three years. In addition, we provide managed equipment to business customers for a monthly fee. Customers also have the opportunity to purchase premium features for additional fees. We also derive service revenues from per minute fees for international calls if not covered under a plan, including calls made via applications for mobile devices and other stand-alone products, and for any calling minutes in excess of a customer's monthly plan limits. For a portion of our customers, monthly subscription fees are automatically charged to customers' credit cards, debit cards or ECP in advance and are recognized over the following month as service is provided.

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Service revenue also includes supplying messaging (SMS and Voice) services to customers as part of our API offerings. Revenue is recognized in the period when messages are sent by the customer. We also transact with providers or bulk SMS aggregators and sell services to these customers who then onsell to their customers. Since the aggregator is our customer, revenue is recognized on a gross basis with related costs included in cost of revenues.

In the United States, we charge regulatory, compliance, E-911 and intellectual property-related recovery fees on a monthly basis to defray costs and to cover taxes that we are charged by the suppliers of telecommunications services. These charges, along with the remittance to the relevant government entity, are recorded on a gross basis. In addition, we charge customers USF fees from customers to recover our obligation to contribute to the fund, as allowed by the FCC. We recognize USF revenue on a gross basis and record the related fees in cost of revenues.

Customer Equipment and Shipping Revenues

Revenues are generated from sales of customer equipment directly to customers for replacement devices, or for upgrading their device at the time of customer sign-up for which we charge an additional fee. In addition, customer equipment and shipping revenues include revenues from the sale of VoIP telephones in order to access our small and medium business services. Customer equipment and shipping revenues also include the fees that customers are charged for shipping their customer equipment to them.

Valuation of Goodwill and Intangible Assets

As of December 31, 2021, the Company had goodwill of $615,134 consisting of $164,356 associated with APIs through the acquisitions of Nexmo and TokBox and $450,778 associated with the Unified Communications and Contact Center Communications as a result of acquisitions of NVM, iCore, Simple Signal, Telesphere, and Vocalocity. The Company does not have any goodwill allocated to its Consumer segment as of December 31, 2021. In addition, the Company recognized intangible assets measured primarily based upon significant inputs that are not observable in the market and represent Level 3 measurements as defined by ASC 820, Fair Value Measurements.

The Company applies ASC 805, Business Combinations and ASC 350, Intangibles - Goodwill and Other to account for goodwill and intangible assets. The Company amortizes all finite-lived intangible assets over their respective estimated useful lives while goodwill has an indefinite life and is not amortized. Goodwill and intangible assets not subject to amortization are tested for impairment on an annual basis on October 1st and, when specific circumstances dictate, between annual tests. The Company tests for goodwill at the reporting unit level, which is identified by assessing whether the components of the Company's operating segments constitute businesses for which discrete financial information is available. With respect to the annual goodwill impairment test on October 1st, the Company identified the UC/CC and API reporting units which collectively represent the VCP segment as of that date.

On January 26, 2017, the FASB issued ASC No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. A goodwill impairment loss is measured as the amount by which a reporting unit's carrying amount, including goodwill, exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance allows an entity to assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If determined to be necessary, the quantitative impairment test shall be used to identify goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any).

The Company performed a qualitative assessment of macroeconomic, industry and market events and circumstances, and the overall financial performance of its APIs reporting unit and its Unified Communications and Contact Center Communications reporting unit as of October 1st with respect to the annual goodwill impairment test. The Company determined it was not more likely than not that the fair value of the goodwill attributed each of the reporting units was less than its carrying amount and accordingly, no impairment needed to be recognized for the year ended December 31, 2021. There were also no impairments recorded during the years ended December 31, 2020 and 2019, respectively.

We also perform a review of our purchased-intangible assets whenever events or changes in circumstances indicate that the useful life is shorter than we had originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, we assess the recoverability of purchased-intangible assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life of the asset is shorter than originally estimated, we accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. There was no impairment of purchased-intangible assets identified for the years ended December 31, 2021, 2020, or 2019.

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Valuation of Income Taxes

We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred taxes primarily consist of net operating loss carry forwards, or NOLs, intangibles and prepaids. We are required to record a valuation allowance against our net deferred tax assets if we conclude that it is more likely than not that taxable income generated in the future will be insufficient to utilize the future income tax benefit from our net deferred tax assets (namely, the NOLs) prior to expiration. We periodically review this conclusion, which requires significant management judgment. If we are able to conclude in a future period that a future income tax benefit from our net deferred tax assets has a greater than 50% likelihood of being realized, we are required in that period to reduce the related valuation allowance with a corresponding decrease in income tax expense. This would result in a non-cash benefit to our net income in the period of the determination. In subsequent periods, we would expect to recognize income tax expense equal to our pre-tax income multiplied by our effective income tax rate, an expense that was not recognized prior to the reduction of the valuation allowance.

As of December 31, 2021, we had NOLs for United States federal and state tax purposes, including those NOLs acquired as part of past business combinations, of $352,077 and $184,914, respectively, expiring at various times through 2037. In addition, we had Non-US NOLs of $170,366 primarily related to the United Kingdom which has no expiration date.

Under Section 382 of the Internal Revenue Code, if we undergo an “ownership change” which is generally defined as a greater than 50% change by value in our equity ownership over a three-year period, our ability to use our pre-change of control NOLs and other pre-change tax attributes against our post-change income may be limited. The Section 382 limitation is so as to limit the use of our pre-change NOLs to an amount that generally equals the value of our stock immediately before the ownership change multiplied by a designated federal long-term tax-exempt rate. At December 31, 2021, there were no limitations on the use of our NOLs except for the NOLs of Vocalocity as of the date of acquisition for which the Company has reflected in the deferred tax asset.

Capitalized Software

The Company capitalizes qualifying internal-use software development costs that are incurred during the application development stage. Capitalization is dependent on whether management with the relevant authority has authorized and committed to funding the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized software is stated at cost less accumulated amortization and amortized on a straight-line basis over their estimated useful lives. During the years ended December 31, 2021, 2020, and 2019 the Company capitalized $46,979, $41,840, and $28,488, respectively, related to the acquisition of software assets which was largely comprised of labor directly associated with internal-use projects.

Business Combinations

We account for acquired businesses treated as a business combination using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related costs are expensed as incurred in the consolidated financial statements. Significant judgments are used in determining the estimated fair values assigned to the assets acquired and liabilities assumed and in determining estimates of useful lives of long-lived assets acquired. Estimates of the fair values of assets acquired and liabilities assumed are based upon assumptions believed to be reasonable, and when appropriate, include assistance from independent third-party appraisal firms.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

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ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to financial market risks, including changes in currency exchange rates and interest rates.

Foreign Exchange Risk

We sell our products and services primarily in the United States, Canada, the European Union, and Asia. A portion of our sales denominated in Euros, the Canadian Dollar, and the British Pound Sterling, which are affected by changes in currency exchange rates. Our financial results could be affected by changes in foreign currency exchange rates, although foreign exchange risks have not been material to our financial position or results of operations to date.

We prepared a sensitivity analysis to determine the impact of hypothetical changes foreign currency exchange rates have on our results of operations. The foreign currency rate analysis assumed a uniform movement in currencies by 10% relative to the U.S. Dollar on our results. Based upon the results of this analysis, a 10% change in currency rates would have resulted in an increase or decrease in our earnings for the year ended December 31, 2021 of approximately $31 million.

Interest Rate and Debt Risk

Our exposure to market risk for changes in interest rates primarily relates to our long-term debt.

As of December 31, 2021, if the interest rate on our variable rate debt changed by 1% on our 2018 revolving credit facility, our annual debt service payment would change by approximately $1,305.

As of December 31, 2021, we had $345.0 million outstanding on our 1.75% convertible senior notes due 2024. The Notes have 1.75% percent fixed annual interest rates and, therefore, our economic interest rate exposure on our convertible senior notes is fixed. However, the values of the convertible senior notes are exposed to interest rate risk. Generally, the fair market value of our fixed interest rate convertible senior notes will increase as interest rates fall and decrease as interest rates rise. In addition, the fair values of the convertible senior notes are affected by our stock price. The fair value of the convertible senior notes will generally increase as our common stock price increases and will generally decrease as our common stock price declines in value. Additionally, we carry the convertible senior notes at face value less unamortized discount on our balance sheet, and we present the fair value for required disclosure purposes only.

ITEM 8. Financial Statements and Supplementary Data

The financial statements and schedule required by this Item are listed in Part IV, Item 15 in this Annual Report on Form 10-K.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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ITEM 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, as amended, as of the end of the period covered by this Annual Report on Form 10-K. Based on the evaluation of our disclosure controls and procedures as of December 31, 2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

During the year ended December 31, 2021, the Company completed the transition of certain accounting transaction-processing activities to a third-party service organization as part of an ongoing initiative to optimize business processes across the organization. These changes have not materially affected, and are not reasonably likely to materially affect, the Company's internal control over financial reporting as the control owners do not reside at the third-party service organization. Other than the aforementioned transition to a third-party service organization for certain accounting activities, there were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In response to COVID-19, we have undertaken measures to protect our employees, partners, and clients, including encouraging employees to work remotely. These measures have compelled us to modify some of our control procedures, however, those modifications have so far not been material. We are continually monitoring and assessing the COVID-19 situation in order to minimize the impact on the design, implementation, and operating effectiveness of our internal controls. There were no other changes to controls during the quarter ended December 31, 2021 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Inherent Limitations over Internal Controls

The Company's controls and other procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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Management’s Report on Internal Control Over Financial Reporting

February 24, 2022

To the Stockholders of Vonage Holdings Corp.:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and

•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on our assessment, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, our internal control over financial reporting was effective.

Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting. This report appears on page 55.


/s/ Rory Read						/s/ Stephen Lasher
Rory Read Chief Executive Office						Stephen Lasher Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

Report of the Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

See Report of Independent Registered Public Accounting Firm on page 5 5.

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ITEM 9B. Other Information

None.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

We have adopted a Vonage Code of Conduct applicable to all of our directors, officers, and employees and a Vonage Finance Code of Ethics applicable to our chief financial officer and other employees in our finance organization. The Vonage Code of Conduct and Vonage Finance Code of Ethics are posted in the Investor Relations section of our website, www.vonage.com. We will provide you with print copies of our codes free of charge on written request to Vonage Investor Relations, 23 Main Street, Holmdel NJ, 07733. We intend to disclose any amendments to, or waivers from, provisions of our codes that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or any person performing in similar functions, on our website promptly following the date of such amendment or waiver.

All other information required by this Item will be provided in accordance with Instruction G(3) to Form 10-K no later than 120 days after the end of the Company’s fiscal year.

ITEM 11. Executive Compensation

The information required by this Item will be provided in accordance with Instruction G(3) to Form 10-K no later than 120 days after the end of the Company’s fiscal year.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item will be provided in accordance with Instruction G(3) to Form 10-K no later than 120 days after the end of the Company’s fiscal year.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be provided in accordance with Instruction G(3) to Form 10-K no later than 120 days after the end of the Company’s fiscal year.

ITEM 14. Principal Accountant Fees and Services

The information required by this Item will be provided in accordance with Instruction G(3) to Form 10-K no later than 120 days after the end of the Company’s fiscal year.

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PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

The following financial statements are included are included herein:

•Reports of Independent Registered Public Accounting Firm

•Consolidated Balance Sheets - As of December 31, 2021 and 2020

•Consolidated Statements of Operations - Years Ended December 31, 2021, 2020, and 2019

•Consolidated Statements of Comprehensive Loss - Years Ended December 31, 2021, 2020, and 2019

•Consolidated Statements of Cash Flows - Years Ended December 31, 2021, 2020, and 2019

•Consolidated Statements of Stockholders' Equity - Years Ended December 31, 2021, 2020, and 2019

•Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedule

The following schedule is filed as part of Item 15 of this report and should be read in connection with the Consolidated Financial Statements:

•Schedule II - Valuation and Qualifying Accounts

All other schedules are omitted because they are not required or are not applicable.

(a)(3) Exhibits

See Exhibit Index submitted as a separate section of this report.

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INDEX TO FINANCIAL STATEMENTS


			Page
Report of Independent Registered Public Accounting Firm—Deloitte & Touche LLP (PCAOB ID No. 34)			53
Report of Independent Registered Public Accounting Firm—Deloitte & Touche LLP (PCAOB ID No. 34)			55
Consolidated Balance Sheets as of December 31, 2021 and 2020			56
Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019			57
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2021, 2020 and 2019			58
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019			59
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019			60
Notes to Consolidated Financial Statements			61

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Vonage Holdings Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vonage Holdings Corp. (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, cash flows, and stockholders’ equity, for each of the three years in the period ended December 31, 2021, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue – Refer to Note 4 to the financial statements

Critical Audit Matter Description

The Company’s services revenues are comprised of monthly subscription fees under usage based or pay-per-use type billing arrangements, and contract-based service plans. Service revenues consist of a high volume of subscription and usage-based transactions, sourced from customary and proprietary information technology (IT) systems, databases, and other tools. The processing and recording of service revenues is substantially automated and based on contractual terms with customers.

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We identified the testing of service revenue recognition as a critical audit matter. This matter required subjective auditor judgment because of the number of IT applications involved in the revenue recognition process. Involvement of IT professionals with specialized skills and knowledge was required to assist with the performance of certain procedures and determination of IT applications subject to testing. Auditor judgment was required in determining the nature and extent of audit evidence obtained over service revenue.

How Critical Audit Matter was Addressed in the Audit

Our audit procedures related to the Company’s service revenue, included the following, among others:

•With the assistance of our IT specialists, we:

◦Identified the systems used to process service revenue transactions and tested the effectiveness of general IT controls over each of these systems, including the user access controls, change management controls, and IT operations controls

◦Performed testing of the effectiveness of system interface controls and automated controls within the relevant revenue streams, as well as the controls designed to ensure the accuracy and completeness of revenue.

•We tested the effectiveness of controls over the Company’s relevant revenue business processes, including those in place to reconcile the various systems to the Company’s general ledger.

•With the assistance of our data specialists, we created visualizations to evaluate recorded revenue and evaluate trends in the transactional revenue data.

•We evaluated recorded activity for certain revenue streams based on analytical procedures, including using regression and trend analyses to develop an expectation of the recorded revenue balance.

•For certain revenue streams, we performed detail transaction testing by agreeing the amounts recognized to source documents, including contracts with customers and testing the mathematical accuracy of the recorded revenue.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

February 24, 2022

We have served as the Company's auditor since 2017.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Vonage Holdings Corp.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Vonage Holdings Corp. (the "Company") as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 24, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

February 24, 2022

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VONAGE HOLDINGS CORP. CONSOLIDATED BALANCE SHEETS

VONAGE HOLDINGS CORP. CONSOLIDATED BALANCE SHEETS


(In thousands, except par value)	December 31, 2021		December 31, 2020

Assets
Current assets:
Cash and cash equivalents	$	18,342	$	43,078
Accounts receivable, net of allowance $5,299 of and $8,878, respectively	147,622		116,304
Deferred customer acquisition costs, current portion	23,961		18,161
Prepaid expenses	33,875		32,131
Other current assets	3,513		6,230
Total current assets	227,313		215,904
Property and equipment, net of accumulated depreciation of $130,053 and $117,761, respectively	24,334		31,621
Operating lease right-of-use assets	31,855		29,330
Goodwill	615,134		624,328
Software, net of accumulated amortization of $140,565 and $111,642, respectively	106,516		80,638
Deferred customer acquisition costs	77,442		67,529
Restricted cash	1,967		1,919
Intangible assets, net of accumulated amortization of $312,677 and $275,346, respectively	161,134		204,267
Deferred tax assets	109,087		106,374
Other assets	33,362		33,926
Total assets	$	1,388,144	$	1,395,836

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	39,662	$	17,464
Accrued expenses	186,835		158,080
Deferred revenue, current portion	61,420		65,506
Operating lease liabilities, current portion	10,393		11,554


Total current liabilities	298,310		252,604
Indebtedness under revolving credit facility	130,500		215,500

Convertible senior notes, net	305,609		290,784
Operating lease liabilities	32,663		31,019
Other liabilities	3,341		3,155
Total liabilities	770,423		793,062

Commitments and Contingencies (Note 15)	—		—

Stockholders’ Equity
Common stock, par value $0.001 per share; 596,950 shares authorized at December 31, 2021 and 2020; 331,330 and 323,815 shares issued at December 31, 2021 and 2020, respectively; 254,006 and 248,974 shares outstanding at December 31, 2021 and 2020, respectively	331		324
Additional paid-in capital	1,646,725		1,554,574
Accumulated deficit	(691,718)		(667,221)
Treasury stock, at cost, 77,324 shares at December 31, 2021 and 74,841 shares at December 31, 2020	(359,068)		(320,891)
Accumulated other comprehensive income	21,451		35,988
Total stockholders’ equity	617,721		602,774
Total liabilities and stockholders’ equity	$	1,388,144	$	1,395,836

The accompanying notes are an integral part of these consolidated financial statements

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VONAGE HOLDINGS CORP. CONSOLIDATED STATEMENTS OF OPERATIONS


	For the years ended December 31,
(In thousands, except per share amounts)	2021		2020		2019

Service, access and product revenues	$	1,339,063	$	1,185,357	$	1,106,472
USF revenues	69,952		62,577		82,874
Total revenues	1,409,015		1,247,934		1,189,346

Operating Expenses:
Service, access and product cost of revenues (excluding depreciation and amortization)	624,557		490,946		428,210
USF cost of revenues	69,952		62,577		82,874
Sales and marketing	335,217		342,053		363,111
Engineering and development	80,667		81,484		69,460
General and administrative	202,461		182,106		152,672
Depreciation and amortization	88,780		88,917		86,256
Total operating expenses	1,401,634		1,248,083		1,182,583
Income (Loss) from operations	7,381		(149)		6,763
Other Income (Expense):

Interest expense	(28,348)		(32,160)		(32,821)
Other income (expense), net	905		314		(50)
Total other income (expense), net	(27,443)		(31,846)		(32,871)
Loss before income taxes	(20,062)		(31,995)		(26,108)
Income tax (expense) benefit	(4,435)		(4,217)		6,626
Net loss	$	(24,497)	$	(36,212)	$	(19,482)

Loss per common share:
Basic and diluted	$	(0.10)	$	(0.15)	$	(0.08)


Weighted-average common shares outstanding:
Basic and diluted	251,500		246,082		242,018

The accompanying notes are an integral part of these consolidated financial statements

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VONAGE HOLDINGS CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


	For the years ended December 31,
(In thousands)	2021		2020		2019

Net loss:	$	(24,497)	$	(36,212)	$	(19,482)
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax expense (benefit) of $2,227, $(2,517), and $393, respectively	(14,537)		25,658		4,535
Unrealized gain on derivatives, net of tax expense (benefit) of $—, $(4), and $397, respectively	—		1,001		(1,976)
Total other comprehensive income (loss)	(14,537)		26,659		2,559
Comprehensive loss	$	(39,034)	$	(9,553)	$	(16,923)

The accompanying notes are an integral part of these consolidated financial statements

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VONAGE HOLDINGS CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the years ended December 31,
(In thousands)	2021		2020		2019
Cash flows from operating activities:
Net loss	$	(24,497)	$	(36,212)	$	(19,482)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	45,603		34,378		27,815
Amortization of intangibles	43,177		54,539		58,441
Deferred income taxes	(599)		(352)		(13,411)
Amortization of deferred customer acquisition costs	20,854		16,241		11,359
Allowance for doubtful accounts	1,971		5,684		2,247
Amortization of financing costs and debt discount	15,637		14,938		8,907
(Gain) Loss on disposal of property and equipment and intangible assets	(268)		889		771
Share-based expense	79,900		45,667		45,242
Change in derivatives	—		1,055		(531)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(38,920)		(14,018)		(29,139)
Prepaid expenses and other current assets	1,406		(4,629)		1,983
Deferred customer acquisition costs	(36,929)		(32,335)		(30,546)
Accounts payable and accrued expenses	55,761		(11,126)		38,027
Deferred revenue	(2,259)		4,043		3,947
Other assets - cloud computing implementation costs	(4,574)		(6,909)		(15,480)
Other assets and liabilities	2,448		12,027		2,776
Net cash provided by operating activities	158,711		83,880		92,926
Cash flows from investing activities:
Capital expenditures	(8,996)		(10,571)		(20,273)
Proceeds from sale of intangible assets, net of payment for intangible assets	256		(312)		(318)
Acquisition and development of software assets	(46,979)		(41,840)		(28,488)
Payments for acquisitions of businesses	(7,000)		—		(3,000)
Net cash used in investing activities	(62,719)		(52,723)		(52,079)
Cash flows from financing activities:
Payments on short and long-term debt	(85,000)		(80,000)		(443,500)
Proceeds from issuance of short and long-term debt	—		75,000		489,000
Payment of debt issuance costs	—		—		(10,043)
Payment for capped call transactions and costs	—		—		(28,325)
Common stock repurchases	—		—		(10,000)
Employee taxes paid on withholding shares	(38,177)		(16,160)		(21,034)
Proceeds from exercise of stock options	5,920		10,310		1,981
Net cash used in financing activities	(117,257)		(10,850)		(21,921)
Effect of exchange rate changes on cash and cash equivalents	(3,423)		(945)		(395)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(24,688)		19,362		18,531
Cash, cash equivalents, and restricted cash, beginning of period	44,997		25,635		7,104
Cash, cash equivalents, and restricted cash, end of period	$	20,309	$	44,997	$	25,635

The accompanying notes are an integral part of these consolidated financial statements

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VONAGE HOLDINGS CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


(In thousands)	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Income		Total

Balance at December 31, 2018	$	310	$	1,415,682	$	(611,985)	$	(275,009)	$	6,770	$	535,768
Cumulative effect adjustment upon the adoption of Topic 842					458						458
Stock option exercises	6		1,975								1,981
Share-based expense			45,242								45,242
Employee taxes paid on withholding shares							(21,034)				(21,034)
Common stock repurchases							(10,000)				(10,000)
Equity component of convertible notes, net of issuance costs and tax			50,123								50,123
Purchase of capped calls, net of tax			(21,553)								(21,553)
Common stock issued for acquisition of assets			3,000								3,000
Foreign currency translation adjustment									4,535		4,535
Unrealized gain on derivatives									(1,976)		(1,976)
Net loss					(19,482)						(19,482)
Balance at December 31, 2019	316		1,494,469		(631,009)		(306,043)		9,329		567,062

Stock option exercises	8		10,302								10,310
Share-based expense			49,803								49,803
Employee taxes paid on withholding shares							(14,848)				(14,848)
Foreign currency translation adjustment									25,658		25,658
Unrealized gain on derivatives									1,001		1,001
Net loss					(36,212)						(36,212)
Balance at December 31, 2020	324		1,554,574		(667,221)		(320,891)		35,988		602,774

Stock option exercises	7		5,913								5,920
Share-based expense			86,238								86,238
Employee taxes paid on withholding shares							(38,177)				(38,177)
Foreign currency translation adjustment									(14,537)		(14,537)
Net loss					(24,497)						(24,497)
Balance at December 31, 2021	$	331	$	1,646,725	$	(691,718)	$	(359,068)	$	21,451	$	617,721

The accompanying notes are an integral part of these consolidated financial statements

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VONAGE HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

Note 1. Nature of Business

Nature of Operations

Vonage Holdings Corp. (“Vonage”, “Company”, “we”, “our”, “us”) is incorporated as a Delaware corporation. At Vonage, our vision is to accelerate the world's ability to connect. We are observing a secular change in the way business is done, with a fundamental shift in how communications technologies are being leveraged in almost every industry. Through the Vonage Communications Platform, our strategy is to deliver a single leading cloud communications platform that powers our customers' and partners' global engagement solutions using our APIs, Unified Communications, and Contact Center innovations. We believe that the Vonage Communications Platform's products and services are well positioned to take advantage of emerging trends with sizable, growing total addressable markets as companies look to cloud-based communications solutions and API programming architectures as part of their digital transformation.

Our strategic business is the Vonage Communications Platform formerly referred to as "Business," which delivers a single leading cloud communications platform that powers our customers' and partners' global engagement solutions using our APIs, Unified Communications, and Contact Center innovations. The Vonage Communications Platform brings unique value to businesses by providing multiple communications channels - including video, voice, messaging, email, verification, and artificial intelligence - that integrate into the applications, products and workflows that our customers are already using. We believe this delivers both the power and the flexibility to our customers to address the growing need to transform their communications, connections and experiences for customers and enables the type of business continuity, remote work, and remote delivery of services that are now essential for team members.

Customers in the United States represented 65%, 68%, and 72% of our consolidated revenues for the years ended December 31, 2021, 2020, and 2019, respectively, with the balance in Canada, the United Kingdom, China, Singapore, Netherlands, and other countries around the world.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with U.S. GAAP. The ASC established by the FASB is the source of authoritative GAAP to be applied to nongovernmental entities. In addition, the rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.

The consolidated financial statements include the accounts and operations of Vonage and its wholly-owned subsidiaries for which we have a controlling interest. All intercompany balances and transactions have been eliminated in consolidation. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity; however, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, Vonage applies the guidance of ASC 810, Consolidations, or ASC 810, to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a VIE, should be consolidated. In addition, the results of companies acquired or disposed of are included in the consolidated financial statements from the effective date of the acquisition or up to the date of disposal.

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Revenue Recognition

Our results are presented in accordance with the guidance of ASU 2014-09, Revenue from Contracts with Customers (Topic 606), or Topic 606. We measure revenue based upon consideration specified by contracts with our customers. Revenue is recognized when our performance obligation under the contract is satisfied by transferring control over the product or service to the customer. We derive our revenues for our Consumer and VCP segments primarily from the sale of our communication services, access, and products along with USF as further described in Note 4, Revenue Recognition. The majority of the Company's contracts with customers have a single performance obligation for service revenues. We recognize revenue with customers when control transfers, which occurs upon delivery of a service or product. For our VCP segment, the typical life of a customer for service is 7 years.

Contract Acquisition Costs

We have various commission programs for which eligible employees and third parties may earn commission on sales of services and products to customers. We expect that these commission fees are recoverable and, therefore, we have capitalized these commissions as contract costs included within deferred customer acquisitions cost on our consolidated balance sheet. Capitalized commission fees are amortized to sales and marketing expense over estimated customer life, which is 7 years for VCP customers. In addition, the Company expenses sales commissions for commission plans related to customer arrangements deemed less than a year and for residuals and renewals.

Cost of Revenues

Cost of revenues is primarily comprised of cost of services consisting of costs that we pay to third parties such as access and interconnection charges that we pay to other companies to terminate domestic and international phone calls on the public switched telephone network. In addition, costs to lease phone numbers, to co-locate in other companies’ facilities, to provide enhanced emergency dialing capabilities to transmit 911 calls, and to provide local number portability are also included in cost of service. These costs also include taxes that we pay on telecommunications services from our suppliers or are imposed by government agencies such as USF contributions and royalties for use of third parties’ intellectual property. In addition, these costs include certain personnel and related costs for network operations and technical support that are attributable to revenue generating activities. Cost of services excludes depreciation and amortization expense of $61,874, $51,408, and $38,167 for the years ended December 31, 2021, 2020, and 2019, respectively.

Also included in cost of revenues is costs of goods sold consisting primarily of costs incurred on customer equipment for customers who subscribe through the direct sales channel in excess of activation fees. The amortization of deferred customer equipment, the cost of shipping and handling for customer equipment, and the cost of certain promotions are also included in cost of goods sold.

We categorize cost of revenues as follows:

Services, access and product cost of revenues. Services cost of revenues consists of costs associated with network operations and technical support personnel, communication origination, and termination services provided by third party carriers and excludes depreciation and amortization. Access and product cost of revenues includes equipment sold to customers, shipping and handling, professional services, cost of certain products including equipment or services that we give customers as promotions, and broadband access.

USF cost of revenues. USF cost of revenues represents contributions to the Federal USF and related fees.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of personnel and related costs for employees and contractors directly associated with our sales and marketing activities, internet advertising fees, radio and billboard advertising, public relations, commissions paid to employees, resellers and other third parties, trade shows, marketing and promotional activities, customer support, credit card fees, collections, and systems and information technology support. We expense advertising costs during the period in which they are incurred. Advertising costs included in sales and marketing were $42,816, $40,862, and $46,606 for the years ended December 31, 2021, 2020, and 2019, respectively.

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Engineering and Development Expenses

Engineering and development expenses predominantly include personnel and related costs for developers responsible for research and development of new products. Costs related to preliminary project activities and post implementation activities are expensed as incurred.

Cash, Cash Equivalents and Restricted Cash

We maintain cash with several investment grade financial institutions. Highly liquid investments, which are readily convertible into cash, with original maturities of three months or less, are recorded as cash equivalents. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet to same such amounts show in the consolidated statement of cash flows:


	As of December 31,
	2021		2020		2019
Cash and cash equivalents	$	18,342	$	43,078	$	23,620
Restricted cash	1,967		1,919		2,015
	$	20,309	$	44,997	$	25,635

Certain Risks and Concentrations

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash equivalents and accounts receivable. They are subject to fluctuations in both market value and yield based upon changes in market conditions, including interest rates, liquidity, general economic conditions, and conditions specific to the issuers. Accounts receivable are typically unsecured and are derived from revenues earned from customers. A portion of our accounts receivable represents the timing difference between when a customer’s credit card is billed and the subsequent settlement of that transaction with our credit card processors. This timing difference is generally three days for substantially all of our credit card receivables. We have never experienced any accounts receivable write-offs due to this timing difference. In addition, we collect subscription fees in advance, minimizing our accounts receivable and bad debt exposure. If a customer’s credit card, debit card or ECP is declined, we generally suspend international calling capabilities as well as their ability to incur domestic usage charges in excess of their plan minutes. Generally, if the customer’s credit card, debit card or ECP could not be successfully processed during three billing cycles, we terminate the account. In addition, we automatically charge any per minute fees to our customers’ credit card, debit card or ECP monthly in arrears. To further mitigate our bad debt exposure, a customer’s credit card, debit card or ECP will be charged in advance of their monthly billing if their international calling or overage charges exceed a certain dollar threshold.

Property and Equipment

Property and equipment includes acquired assets and consist principally of network equipment and computer hardware, furniture, and leasehold improvements. Company-owned equipment in use at customer premises is also included in property and equipment. Network equipment, computer hardware and furniture are stated at cost with depreciation provided using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Leasehold improvements are amortized over their estimated useful life of the related assets or the life of the lease, whichever is shorter. The cost of substantial improvements is capitalized while the cost of maintenance and repairs is charged to operating expenses as incurred. Company-owned customer premises equipment is depreciated on a straight-line basis over 3 years.

Our network equipment and computer hardware, which consists of routers, gateways, and servers that enable our services, is subject to technological risks and rapid market changes due to new products and services and changing customer demand. These changes may result in future adjustments to the estimated useful lives or the carrying value of these assets, or both.

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Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets, operating lease obligations, current portion and operating lease obligations on the Company's consolidated balance sheets. A right-of-use asset represents the Company's right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. A right-of-use asset and related liability is recognized at the commencement date of the arrangement based upon the present value of lease payments over the lease term. As most of our lease arrangements do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

When the Company has the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company will exercise the option, the Company will consider these options in determining the classification and measurement of the lease. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease arrangement. From time to time, the Company may abandon one of its leased locations. Upon abandonment, the Company will accelerate the amortization of the related right-of-use asset through the abandonment date within rent expense.

The Company has lease arrangements with lease and non-lease components, which are generally accounted for separately. For certain leases, the Company accounts for the lease and non-lease components as a single lease component.

Software

The Company capitalizes software which primarily consists of qualifying internal-use software development costs that are incurred during the application development stage. Capitalization is dependent on whether management with the relevant authority has authorized and committed to funding the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized software is stated at cost less accumulated amortization and amortized on a straight-line basis over their estimated useful lives.

Cloud Computing Arrangements

The Company incurs costs to implement cloud computing arrangements that are hosted by a third party vendor. Generally, these arrangements are service contracts that do not provide the Company with the right to take possession of the software or the ability to run the software on its own hardware or contract with another party, other than the vendor, to host the software. As such, the costs incurred to implement these arrangements are capitalized into other assets on the Company's balance sheet and amortized on a straight-line basis over their estimated useful lives expensed along with respective hosting fees.

Goodwill

In accordance with ASC 350, Intangibles - Goodwill and Other, we recognize goodwill for the excess cost of an acquired business over the fair value assigned to assets acquired and liabilities assumed. Goodwill is tested for impairment on an annual basis on October 1st and, when specific circumstances dictate, between annual tests. A goodwill impairment loss is measured at the amount by which a reporting unit's carrying amount, including goodwill, exceeds its fair value, not to exceed the carrying amount of goodwill. Additionally, an entity has the ability to assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If determined to be necessary, the quantitative impairment test shall be used to identify goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any).

The Company performed its qualitative assessment of the Unified Communications and Contact Center Communications reporting unit and API reporting unit as of October 1, 2021 and determined that it was not more likely than not that the fair value of the reporting units' was less than its carrying value and accordingly, no impairment needed to be recognized for the year ended December 31, 2021. There were also no impairments recorded during the years ended December 31, 2020 and 2019.

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Intangible Assets

Intangible assets acquired in the settlement of litigation or by direct purchase are accounted for based upon the fair value of assets received.

Purchased-intangible assets are accounted for based upon the fair value of assets received and are amortized on a straight-line or accelerated basis over the periods of economic benefit, ranging from two to twelve years. We perform a review of purchased-intangible assets whenever events or changes in circumstances indicate that the useful life is shorter than we had originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, we assess the recoverability of purchased-intangible assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life of the asset is shorter than originally estimated, we accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. There was no impairment of purchased-intangible assets identified for the years ended December 31, 2021, 2020, and 2019.

Asset Impairments

We evaluate impairment losses on long-lived assets used in operations when events and changes in circumstances indicate that the assets might be impaired. If our review indicates that the carrying value of an asset or asset group will not be recoverable, based on a comparison of the carrying value of the asset to the undiscounted future cash flows, the impairment will be measured by comparing the carrying value of the asset to its fair value. Fair value will be determined based on quoted market values, discounted cash flows or appraisals. Impairments of long-lived assets are recorded in the statement of operations as part of depreciation and amortization expense. There was no impairment of property and equipment identified for the years ended December 31, 2021, 2020, and 2019.

Debt Related Costs

Costs incurred in raising debt are deferred and amortized as interest expense using the effective interest method over the life of the debt. Costs associated with term loans are netted against the underlying notes payable in accordance with ASU 2015-15, Interest-Imputation of Interest, while costs deferred associated with revolving facilities are included in other assets. Upon refinancing, costs associated with the new debt are either expensed or deferred and unamortized costs associated with the old debt are either written off or deferred and to be amortized as interest expense if deferred using the effective interest method over the life of the new debt per the guidance in ASC 470-50. Total costs related to the Convertible Senior Notes were allocated to the liability and equity components of the Convertible Senior Notes based on the proportion of the proceeds allocated to the debt and equity components. Costs attributable to the liability component were recorded as additional debt discount and amortized to interest expense using the effective interest method over the contractual terms of the Convertible Senior Notes. Costs attributable to the equity component were netted with the equity component in stockholders’ equity.

Restricted Cash and Letters of Credit

We had a cash collateralized letter of credit for $1,350 and $1,502 as of December 31, 2021 and 2020, respectively, mainly related to lease deposits for our Holmdel office. In the aggregate, cash reserves and collateralized letters of credit of $1,967 and $1,919 were recorded as long-term restricted cash at December 31, 2021 and 2020, respectively.

Derivative Financial Instruments

The Company accounts for derivative financial instruments under ASC 815, Derivatives and Hedging, which requires the Company to record all derivatives on the balance sheet at fair value unless they qualify for a normal purchase normal sale exception. Changes in the fair value of non-hedge derivatives are immediately recognized into earnings. Changes in the fair value of derivatives accounted for as hedges, if elected for hedge accounting, are either recognized in earnings as an offset to the changes in the fair value of the related hedged assets and liabilities or deferred and recognized as a component of accumulated other comprehensive income, or OCI, until the hedged transactions occur and are recognized in earnings.

During 2017, the Company entered into three interest rate swap agreements to mitigate variability in our Credit Facility earnings due to fluctuations in interest rates and has been designated and qualified as a cash flow hedge. The Company assesses hedge effectiveness under the critical terms matched method at inception and at least quarterly through the life of the hedging relationship. If the critical terms of the interest rate swap match the terms of the forecasted transaction, the Company concludes that the hedge is effective. The swaps expired on June 3, 2020.

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Income Taxes

We recognize deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of our assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. Our net deferred tax assets primarily consist of net operating loss carry forwards, or NOLs. We are required to record a valuation allowance against our net deferred tax assets if we conclude that it is more likely than not that taxable income generated in the future will be insufficient to utilize the future income tax benefit from our net deferred tax assets prior to expiration. We periodically review this conclusion, which requires significant management judgment. If we are able to conclude in a future period that a future income tax benefit from our net deferred tax assets has a greater than 50% likelihood of being realized, we are required in that period to reduce the related valuation allowance with a corresponding decrease in income tax expense. This would result in a non-cash benefit to our net income in the period of the determination. In the future, if available evidence changes our conclusion that it is more likely than not that we will utilize our net deferred tax assets prior to their expiration, we will make an adjustment to the related valuation allowance and income tax expense at that time. In subsequent periods, we would expect to recognize income tax expense equal to our pre-tax income multiplied by our effective income tax rate, an expense that was not recognized prior to the reduction of the valuation allowance. Our effective rate may differ from the federal statutory rate due, in part, to our foreign operations and certain discrete period items.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.

Business Combinations

We account for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. We include the results of all acquisitions in our consolidated financial statements from the date of acquisition.

Acquisition related transaction costs, such as banking, legal, accounting and other costs incurred in connection with an acquisition, are expensed as incurred in general and administrative expense.

Acquisition related integration costs include costs associated with exit or disposal activities, which do not meet the criteria of discontinued operations, including costs for employee, lease, and contract terminations, facility closing or other exit activities. Additionally, these costs include expenses directly related to integrating and reorganizing acquired businesses and include items such as employee retention costs, recruiting costs, certain moving costs, certain duplicative costs during integration and asset impairments. These costs are expensed as incurred in ,general and administrative expense.

Acquisition related consideration accounted for as compensation expense, such as restricted cash, restricted stock and option related costs incurred in connection with an acquisition are included in general and administrative expense.

On October 18, 2021, the Company completed the acquisition of certain assets and liabilities of Jumper AI Pte. Ltd. for cash consideration of $7 million. The Company has allocated the purchase price primarily to developed technology, customer relationships and goodwill. The Company may make additional payments of up to $9 million over the next two years subject to continuing employment of key individuals and achievement of certain financial targets.

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Foreign Currency

Generally, the functional currency of our non-United States subsidiaries is the local currency. However, the functional currency of API's United States's subsidiary is the Euro. The financial statements of these subsidiaries are translated to their respective functional currency using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenues, costs, and expenses. Translation gains and losses from the Company's net investments in subsidiaries are deferred and recorded in accumulated other comprehensive income as a component of stockholders’ equity until sale or complete or substantially complete liquidation of the net investment in the foreign entity takes place. Foreign currency transaction gains or losses are reported within other income (expense), net in the Company's consolidated statements of operations. For the year ended December 31, 2021, the amount recognized as foreign currency transaction loss was $457, for the years ended December 31, 2020, the amount recognized as foreign currency transaction gain was $368, and for the year ended December 31, 2019, the amount recognized as foreign currency transaction loss was $727.

Share-Based Compensation

We account for share-based compensation in accordance with FASB ASC 718, Compensation-Stock Compensation. Under the fair value recognition provisions of this pronouncement, share-based compensation cost is measured at the grant date based on the fair value of the award, which is generally the closing price of the Company's stock on the date of grant, and is recognized as expense over the applicable vesting period of the stock award on a straight-line basis. The Company considers the impact of certain information for which management is aware in determining the grant date fair value of the awards. The Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. Any excess tax benefits or shortfalls are recorded in income taxes upon vest or exercise. During the year ended December 31, 2021, the Company recorded a net tax expense of $1.4 million, and during the years ended December 31, 2020 and 2019, the Company recorded a net tax benefit of $0.3 million and $5 million, respectively, related to excess tax benefits.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other comprehensive items. Other comprehensive items include unrealized gains (losses) on derivatives, foreign currency translation adjustments, and unrealized gains (losses) on available-for-sale securities.

Use of Estimates

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates, including uncertainty in the economic environment due to the ongoing outbreak of the novel coronavirus COVID-19.

We base our estimates on historical experience, available market information, appropriate valuation methodologies, and on various other assumptions that we believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used for such items as depreciable lives for long-lived assets including intangible assets, tax provisions, uncollectible accounts, and assets and liabilities assumed in business combinations, among others. In addition, estimates are used to test long-lived assets and goodwill for impairment.

Reclassifications

Reclassifications have been made to our consolidated financial statements for the prior year periods to conform to classification used in the current year period including presentation of the Company's segments as further described in Note 16, Industry Segment and Geographical Information. The reclassifications did not affect results from operations or net assets.

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Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity". This ASU simplifies the accounting for certain convertible instruments such that the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815, or that do not result in substantial premiums accounted for as paid-in-capital. As a result, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost. In addition, the ASU requires the use of the if-converted method to be applied to convertible instruments when calculating earnings per share. The ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, using either a modified retrospective or a full retrospective approach. Early adoption is permitted for fiscal years beginning after December 15, 2020. The Company intends to adopt the ASU on a modified retrospective basis on January 1, 2022. Upon adoption, the Company expects to record a $50.1 million decrease to additional paid-in capital, a $34.5 million increase to convertible senior notes, net, a $15.9 million increase in deferred tax assets, and a $31.5 million increase to accumulated deficit.

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Note 3. Recent Events

Merger Agreement

On November 22, 2021, the Company, Telefonaktiebolaget LM Ericsson (publ), an entity organized and existing under the Laws of Sweden ("Ericsson"), and Ericsson Muon Holding Inc., a Delaware corporation ("Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the acquisition of the Company by Ericsson for approximately $6.2 billion to be funded by cash on hand.

The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, continuing as the surviving corporation and an indirect wholly owned subsidiary of Ericsson. The proposed transaction is expected to be consummated during the first half of 2022 following the satisfaction of certain other customary conditions. The Company obtained the required approval by the stockholders on February 9, 2022.

Pursuant to the Merger Agreement, each share of common stock, par value $0.001 per share, of the Company (collectively, the “Shares”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Ericsson or Merger Sub or any of their respective subsidiaries, (ii) Shares owned by the Company as treasury stock, and (iii) Shares held by stockholders who will not have voted in favor of the adoption of the Merger Agreement (as may be amended) and who will have properly exercised appraisal rights in respect of such Shares in accordance with Section 262 of the DGCL) will be converted into the right to receive $21.00 per Share in cash, without interest.

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Note 4. Revenue Recognition

The Company recognizes revenues in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606).

Service Revenues

Substantially all of our revenues are service revenues, which are derived from monthly subscription fees under usage based or pay-per-use type billing arrangements, and contract-based services plans. For consumer customers in the United States, we offer domestic and international rate plans, including a variety of residential plans and mobile plans. For VCP customers, we offer small and medium business, mid-market, and enterprise customers several service plans with different pricing structures and contractual requirements ranging in duration from month-to-month to three years. In addition, we provide managed equipment to VCP customers for a monthly fee. Customers also have the opportunity to purchase premium features for additional fees. We also derive service revenues from per minute fees for international calls if not covered under a plan, including calls made via applications for mobile devices and other stand-alone products, and for any calling minutes in excess of a customer's monthly plan limits. For a portion of our customers, monthly subscription fees are automatically charged to customers' credit cards, debit cards or ECP in advance and are recognized over the following month as service is provided.

Service revenue also includes supplying messaging (SMS and Voice) services to customers as part of our APIs. Revenue is recognized in the period when messages are sent by the customer. We also transact with providers or bulk SMS aggregators and sell services to these customers who then onsell to their customers. Since the aggregator is our customer, revenue is recognized on a gross basis with related costs included in cost of revenues.

In the United States, we charge regulatory, compliance and intellectual property, and E-911 recovery fees on a monthly basis to defray costs and to cover taxes that we are charged by the suppliers of telecommunications services. These charges, along with the remittance to the relevant government entity, are recorded on a gross basis. In addition, we charge customers USF fees from customers to recover our obligation to contribute to the fund, as allowed by the FCC. We recognize USF revenue on a gross basis and record the related fees in cost of revenues.

Customer Equipment and Shipping Revenues

Disaggregation of Revenue

The following tables detail our revenue from customers disaggregated by primary geographical market, source of revenue, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue for our Business and Consumer segments.


	For the years ended December 31,						For the years ended December 31,						For the years ended December 31,
	2021						2020						2019
	VCP		Consumer		Total		VCP		Consumer		Total		VCP		Consumer		Total
Primary geographical markets
Americas	$	648,927	$	279,315	$	928,242	$	556,464	$	322,811	$	879,275	$	501,949	$	374,464	$	876,413
EMEA	283,300		9,575		292,875		214,530		10,066		224,596		192,910		$	11,002	203,912
APAC	187,898		—		187,898		144,063		—		144,063		109,021		$	—	109,021
	1,120,125		288,890		1,409,015		915,057		332,877		1,247,934		803,880		385,466		1,189,346
Major Sources of Revenue
Service revenues	$	1,061,745	$	246,553	$	1,308,298	$	856,492	$	292,003	$	1,148,495	$	719,514	$	340,462	$	1,059,976
Access and product revenues	30,522		243		30,765		36,584		278		36,862		46,232		264		46,496
USF revenues	27,858		42,094		69,952		21,981		40,596		62,577		38,134		44,740		82,874
	1,120,125		288,890		1,409,015		915,057		332,877		1,247,934		803,880		385,466		1,189,346

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In addition, the Company recognizes service revenues from its customers through subscription services provided or through usage or pay-per-use type arrangements. During the year ended December 31, 2021, the Company recognized $594,319 related to subscription services, $614,127 related to usage, and $200,569 related to other revenues such as USF, other regulatory fees, and credits. During the year ended December 31, 2020, the Company recognized $612,551 related to subscription services, $447,012 related to usage, and $188,371 related to other revenues such as USF, other regulatory fees, and credits. During the year ended December 31, 2019, the Company recognized $637,980 related to subscription services, $338,697 related to usage, and $212,669 related to other revenues such as USF, other regulatory fees, and credits.

Contract Assets and Liabilities

The following table provides information about receivables and contract liabilities from contracts with customers:


	December 31, 2021		December 31, 2020
Receivables (1)	$	147,622	116,304
Contract liabilities (2)	61,420		65,506

(1) Amounts included in accounts receivables on our consolidated balance sheet.

(2) Amounts included in deferred revenues on our consolidated balance sheet.

Our deferred revenue represents the advance consideration received from customers for subscription services and is predominantly recognized over the following month as transfer of control occurs. During the years ended December 31, 2021, 2020 and 2019, the Company recognized revenue of $421,340, $431,220, and $456,855, respectively, related to its contract liabilities. We expect to recognize $61,420 into revenue over the next twelve months related to our deferred revenue as of December 31, 2021.

Remaining Performance Obligation

Transaction price allocated to the remaining performance obligation represents contracted revenue that has not yet been recognized. The typical subscription term may range from 1 month to 3 years. Contracted revenue as of December 31, 2021 that has not yet been recognized was approximately $0.4 billion. This excludes contracts with an original expected length of less than one year. The Company expects to recognize the majority of its remaining performance obligation over the next 18 months.

Contract Acquisition Costs

We have various commission programs for internal sales personnel and channel partners that are incremental to the acquisition of customer contracts. These costs are recorded as deferred contract acquisition costs on the consolidated balance sheets which eligible employees and third parties may earn commission on sales of services and products to customers. We expect that these commission fees are recoverable and, therefore, we have capitalized $101,403 and $85,690 as contract costs, net of accumulated amortization, as of December 31, 2021 and 2020, respectively, included within deferred customer acquisitions costs, current portion and deferred customer acquisition costs on our consolidated balance sheet. Capitalized commission fees are amortized to sales and marketing expense over the estimated customer life, which is seven years for Vonage Communications Platform customers. During the year ended December 31, 2021, 2020 and 2019, the amounts amortized to sales and marketing were $20,854, $16,241, and $11,359, respectively. There were no impairment losses recognized in relation to the costs capitalized for the years ended December 31, 2021 and 2020. In addition, the Company expenses sales commissions for commission plans related to customer arrangements deemed less than a year and for residuals and renewals.

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Note 5. Earnings Per Share

Earnings (loss) per share has been computed according to FASB ASC 260, “Earnings per Share”, which requires a dual presentation of basic and diluted EPS. Basic EPS represents net income or loss divided by the weighted average number of common shares outstanding during a reporting period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock, including stock options and restricted stock units under our 2001 Stock Incentive Plan and 2006 Incentive Plan were exercised or converted into common stock. The dilutive effect of outstanding, stock options and restricted stock units is reflected in diluted earnings per share by application of the treasury stock method. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise and the amounts of average unrecognized compensation cost attributed to future services.

The following table sets forth the computation for basic and diluted earnings (loss) per share:


	For the years ended December 31,
	2021		2020		2019

Numerator
Net loss	$	(24,497)	$	(36,212)	$	(19,482)

Denominator
Basic and diluted weighted average common shares outstanding	251,500		246,082		242,018


Basic loss per share
Basic and diluted loss per share	$	(0.10)	$	(0.15)	$	(0.08)

The following shares were excluded from the calculation of diluted earnings (loss) per share because of their anti-dilutive effects:


	For the years ended December 31,
	2021	2020	2019
Restricted stock units	15,138	14,623	10,389
Employee stock options	445	1,501	4,946

	15,583	16,124	15,335

As the Company expects to settle the principal amount of its outstanding convertible senior notes in cash and any excess in cash or shares of the Company’s common stock, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s common stock for a given annual period exceeds the conversion price of $16.72 per share. The Company's convertible senior notes are further described in Note 8, Long-Term Debt .

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Note 6. Goodwill and Intangible Assets

Goodwill

The Company's goodwill is derived primarily from the acquisitions of Vocalocity, Telesphere, iCore, Simple Signal, Nexmo, TokBox and NVM which are included in the Company's VCP segment. The following table provides a summary of the changes in the carrying amounts of goodwill:


Balance at January 1, 2020	$	602,970
Foreign currency translation adjustment	21,358
Balance at December 31, 2020	624,328
Increase due to acquisition of Jumper.ai	2,880
Foreign currency translation adjustment	(12,074)
Balance at December 31, 2021	$	615,134

Intangible assets, net

The Company's intangible assets as of December 31, 2021 and 2020 primarily reflect intangible assets established with the acquisitions of various companies such as customer relationships, trade names and developed technology. In addition, the Company's intangible assets include patents we have purchased and licensed, including in connection with the settlement of litigation.


				December 31, 2021						December 31, 2020
	Useful Lives (years)			Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Customer relationships	7	to	12	$	277,435	$	(168,292)	$	109,143	$	284,692	$	(150,094)	$	134,598
Developed technology	3	to	10	174,862		(123,585)		51,277		173,572		(104,468)		69,104
Patents and patent licenses	3	to	5	21,056		(20,342)		714		20,849		(20,284)		565
Trade names	2	to	5	458		(458)		—		500		(500)		—

Total finite-lived intangible assets				$	473,811	$	(312,677)	$	161,134	$	479,613	$	(275,346)	$	204,267

During the years ended December 31, 2021, 2020, and 2019, the Company recorded amortization expense of $43,177, $54,539 and $58,441, respectively. Amortization expense may vary in the future as acquisitions, dispositions and impairments, if any, occur. The total expected future annual amortization for the succeeding five years ended December 31 is as follows:


	Estimated Amortization Expense
2022	$	41,414
2023	34,735
2024	28,693
2025	14,654
2026	11,768

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Note 7. Income Taxes

The components of loss before income taxes are as follows:


	For the years ended December 31,
	2021		2020		2019
United States	$	(17,308)	$	(9,440)	$	11,994
Foreign	(2,754)		(22,555)		(38,102)
	$	(20,062)	$	(31,995)	$	(26,108)

The income tax (expense) benefit consisted of the following amounts:


	For the years ended December 31,
	2021		2020		2019
Current:
Federal	$	(675)	$	1,303	$	—
Foreign	(2,324)		(2,637)		(3,599)
State and local taxes	(2,035)		(3,235)		(3,186)
	$	(5,034)	$	(4,569)	$	(6,785)
Deferred:
Federal	$	(1,488)	$	(739)	$	(1,495)
Foreign	1,858		1,290		7,321
State and local taxes	229		(199)		7,585
	599		352		13,411
	$	(4,435)	$	(4,217)	$	6,626

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The reconciliation between the United States federal statutory rate of 21% for the year ended December 31, 2021, 2020 and 2019, respectively, to the Company's effective rates are as follows:


	For the years ended December 31,
	2021		2020		2019
U.S. Federal statutory tax rate	21	%	21	%	21	%
Statutory permanent items	—	%	—	%	(3)	%

Equity-based compensation	(7)	%	1	%	19	%
Acquisition costs	(10)	%	—	%	—	%
Officers' compensation	(30)	%	(9)	%	(7)	%
Interest	6	%	(5)	%	(10)	%
State and local taxes, net of federal benefit	(7)	%	(8)	%	13	%
International tax (reflects effect of losses for which tax benefit not realized)	(12)	%	(7)	%	(9)	%
Uncertain tax positions	(5)	%	1	%	2	%
Tax credits	31	%	7	%	1	%
Valuation reserve for income taxes and other	(19)	%	(16)	%	—	%
Tax rate change	11	%	3	%	—	%
Other	(1)	%	(1)	%	(2)	%
Effective tax rate	(22)	%	(13)	%	25	%

For the year ended December 31, 2021, the Company's overall effective tax rate was different from the statutory rate of 21% primarily as a result of a permanent adjustment related to a limitation against the deductibility of officer’s compensation, acquisition costs related to the proposed Ericsson transaction, and foreign nondeductible losses. In addition, a $6 million benefit was recorded for Research & Development Tax Credits in the United States and United Kingdom.

For the year ended December 31, 2020, the Company's overall effective tax rate was different from the statutory rate of 21% primarily as a result of a permanent adjustment related to a limitation against the deductibility of officer’s compensation stemming from the impact of CEO and CFO succession and related costs during the current year. In addition, there was an increase to the valuation allowance related to the United Kingdom.

For the year ended December 31, 2019, the Company's overall effective tax rate was different from the statutory rate of 21% primarily as a result of a permanent benefit related to the equity based stock compensation and an interested related adjustment in the United Kingdom.

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The temporary differences which gave rise to the Company's net deferred tax assets consisted of the following:


	December 31, 2021		December 31, 2020
Assets and liabilities:
Accounts receivable and inventory allowances	$	1,320	$	1,588
Deferred rent	2,867		3,149
Acquired intangible assets and property and equipment	(15,254)		(23,360)
Accrued expenses	11,485		9,537
Research and development credit	14,480		11,288
Stock option compensation	17,235		18,326

Cumulative translation adjustments	39		39
Deferred revenue	10,819		8,201

Prepaid expense	(21,745)		(18,892)
Convertible debt and capped call	(10,713)		(9,345)
Net operating loss carryforwards	127,139		130,681
Other	(186)		—
	137,486		131,212
Valuation allowance	(28,399)		(24,838)
Deferred tax assets, net, non-current	$	109,087	$	106,374

Deferred tax assets and valuation allowance

Net deferred tax balance. As of December 31, 2021 and 2020, we recorded a deferred tax asset, net of valuation allowance of $109,087 and $106,374, respectively. The Company believes that the net operating losses related to two of its United Kingdom subsidiaries, Vonage Limited, Vonage Business Limited, and certain U.S. states may not be realizable under a "more likely than not" measurement and as such, a valuation allowance has been established to reduce the asset accordingly.

Valuation allowance. As of December 31, 2021 and 2020, the Company's valuation allowance was $28,399 and $24,838, respectively, primarily consisting of NOLs associated with Vonage Limited, Vonage Business Limited and state NOLs for certain legal entities.

NOL carryforwards. As of December 31, 2021, the Company has U.S. federal and state NOL carryforwards of $352,077 and $184,914, respectively, which expire at various times through 2030. We have Non-US NOLs of $170,366 primarily related to the United Kingdom which has no expiration date. Under Section 382 of the Internal Revenue Code, if we undergo an “ownership change” which is generally defined as a greater than 50% change by value in our equity ownership over a three-year period, our ability to use our pre-change of control NOLs and other pre-change tax attributes against our post-change income may be limited. The Section 382 limitation is applied so as to limit the use of our pre-change NOLs to an amount that generally equals the value of our stock immediately before the ownership change multiplied by a designated federal long-term tax-exempt rate. At December 31, 2021, there were no limitations on the use of our NOLs except for a certain portion of the NOLs acquired with Vocalocity, which the Company has reflected in the deferred tax asset.

Uncertain tax benefits

The Company had uncertain tax benefits of $1,271 and $632 as of December 31, 2021 and 2020, respectively. The Company recognizes interest and penalties related to uncertain tax benefits in income tax expense. The Company incurred interest and penalty benefits of $3 for the years ended December 31, 2021, and interest or penalty expenses of $20 and $60 for the years ended December 31, 2020 and 2019, respectively.

The following table reconciles the total amounts of uncertain tax benefits:


	As of December 31,
	2021		2020
Balance as of January 1	$	632	$	914
Increase due to current year positions	1,061		114
Decrease due to prior year positions	(5)		—
Decrease due to settlements and payments	(355)		(173)
Decrease due to lapse of applicable statute of limitations	(60)		(238)
Increase (Decrease) due to foreign currency fluctuation	(2)		15
Uncertain tax benefits as of December 31	$	1,271	$	632

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Tax jurisdictions

Business is conducted in various countries throughout the world and is subject to tax in numerous jurisdictions. A significant number of tax returns that are filed are subject to audit by various federal, state and local tax authorities. The Company is no longer subject to U.S. federal income tax examinations for years prior to 2017. With few exceptions, state and local income tax examinations are no longer open for years before 2016.

Note 8. Long-Term Debt

A schedule of long-term debt, excluding current portion, at December 31, 2021 and 2020 is as follows:


	December 31, 2021		December 31, 2020

Revolving credit facility - due 2023	130,500		215,500
Convertible senior notes - due 2024	345,000		345,000
Long-term debt including current maturities	$	475,500	$	560,500

Less unamortized discount	35,472		48,702
Less debt issuance cost	3,919		5,514
Total long-term debt	$	436,109	$	506,284

As of December 31, 2021, future payments under long-term debt obligations over each of the next five years are as follows:


	Long-term debt
2022	$	—
2023	130,500
2024	345,000


Minimum future payments of principal	$	475,500

Convertible Senior Notes

In June 2019, the Company issued $300.0 million aggregate principal amount of 1.75% convertible senior notes due 2024 in a private placement and an additional $45.0 million aggregate principal amount of such notes pursuant to the exercise in full of the over-allotment option of the initial purchasers. The Convertible Senior Notes are the Company's senior unsecured obligations. The Convertible Senior Notes will mature on June 1, 2024, unless earlier redeemed, repurchased or converted. We may not redeem the notes prior to June 5, 2022. The total net proceeds from the offering, after deducting initial purchase discounts and expenses payable by the Company, were $334.8 million.

Each $1,000 principal amount of the Convertible Senior Notes is initially convertible into 59.8256 shares of the Company's common stock, which is equivalent to an initial conversion price of approximately $16.72 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change or a redemption period, each as defined in the indenture setting forth the terms of the Convertible Senior Notes, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Convertible Senior Notes in connection with such make-whole fundamental change or during the relevant redemption period.

Prior to December 1, 2023, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. We will satisfy any conversion election by paying or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock.

During the year ended December 31, 2021, the conditions allowing holders of the Convertible Senior Notes to convert were not met.

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The net carrying amount of the liability component of the Convertible Senior Notes was as follows:


	December 31, 2021
Principal	$	345,000
Unamortized discount	(35,472)
Unamortized issuance cost	(3,919)
Net carrying amount	$	305,609

The net carrying amount of the equity component of the Convertible Senior Notes was as follows:


	December 31, 2021
Proceeds allocated to the conversion option (debt discount)	$	67,664
Issuance cost	(1,944)
Income tax expense	(15,597)
Net carrying amount	$	50,123

The following table sets forth the interest expense recognized related to the Convertible Senior Notes:


	For the years ended December 31,
	2021		2020
Contractual interest expense	$	6,038	$	6,038
Amortization of debt discount	13,230		12,532
Amortization of debt issuance costs	1,595		1,594
Total interest expense related to the Convertible Senior Notes	$	20,863	$	20,164

In connection with the pricing of the Convertible Senior Notes and subsequently in connection with the exercise of the initial purchasers option to purchase additional notes, the Company entered into privately negotiated capped call transactions with certain counterparties (the "Capped Calls"). The Capped Calls each have a strike price of $16.72 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Senior Notes. The Capped Calls have initial cap prices of $23.46 per share, subject to certain adjustments. The Capped Calls are expected generally to reduce potential dilution to the Company's common stock upon any conversion of notes and/or offset any cash payments the Company is required to make in excess of the aggregate principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. The initial cap price of the Capped Call transactions was $23.46. The net cost of $28,325 incurred to purchase the Capped Calls and related income tax benefit of $6,772 was recorded as a reduction to additional paid-in capital on the Company's consolidated balance sheet during the quarter ended June 30, 2019 and are not accounted for as derivatives.

Concurrently with the issuance of the Convertible Senior Notes, the Company’s board of directors approved the repurchase of an aggregate of 852,515, or $10,000 of, shares of the Company’s outstanding common stock in privately negotiated transactions at a price of $11.73 per share, which was equal to the closing price per share of the Company’s common stock on June 11, 2019, the date of the pricing of the offering of the Convertible Senior Notes. The share repurchase was recorded to treasury stock on the Company's consolidated balance sheet and stockholder's equity during the year ended December 31, 2019.

2018 Term Note and Revolving Credit Facility

On July 31, 2018, the Company entered into the 2018 Credit Facility consisting of a $100 million senior secured term loan and a $500 million revolving credit facility. The co-borrowers under the 2018 Credit Facility are the Company and Vonage America Inc., the Company’s wholly owned subsidiary. Obligations under the 2018 Credit Facility are guaranteed, fully and unconditionally, by the Company’s other United States subsidiaries and are secured by substantially all of the assets of each borrower and each guarantor.

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2018 Credit Facility Terms

The following description summarizes the material terms of the 2018 Credit Facility:

The loans under the 2018 Credit Facility mature on July 31, 2023. The unused portion of the Company's revolving credit facility incurs a 0.30% per annum commitment fee.

Outstanding amounts under the 2018 Credit Facility, at the Company's option, will bear interest at:

•LIBOR (applicable to one-, two-, three-, six-, or twelve-month periods) plus an applicable margin equal to 2.00% up to 2.75% per annum payable on the last day of each relevant interest period or, if the interest period is longer than three months, each day that is three months after the first day of the interest period, or

•the base rate determined by reference to the highest of (a) the rate of interest last quoted by the Wall Street Journal as the “Prime Rate” in the U.S., (b) the federal funds effective rate from time to time plus 0.50%, and (c) the adjusted LIBO rate applicable to one month interest periods plus 1.00%, plus an applicable margin equal to 1.00% up to 1.75% per annum payable on the last business day of each March, June, September, and December and the maturity date of the 2018 Credit Facility.

In 2021, we made discretionary repayments of $85 million under the 2018 revolving credit facility. In addition, the effective interest rate was 2.88% as of December 31, 2021.

In 2020, we made discretionary repayments of $80 million under the 2018 revolving credit facility and borrowed $75 million under the revolving credit facility.

As of December 31, 2021, we were in compliance with all covenants, including financial covenants, for the 2018 Credit Facility.

Interest Rate Swap

On July 14, 2017, we executed on three interest rate swap agreements to hedge the variability of expected future cash interest payments. The swaps had an aggregate notional amount of $150 million and were effective on July 31, 2017. Under the swaps our interest rate was fixed at 4.7%. The swaps expired on June 3, 2020 at which time the Company recognized previously deferred amounts within interest expense. The interest rate swaps were accounted for as cash flow hedges in accordance with ASC 815, Derivatives and Hedging.

The following table summarizes the effects of ASC 815 on the Company's accumulated OCI balance attributable to cash flow derivatives:


	Years Ended December 31
		2020
Accumulated OCI beginning balance		$	(1,001)
Reclassified from accumulated OCI to income:
Due to reclassification of previously deferred gain		1,051
Change in fair value of cash flow hedge accounting contracts, net of tax		(50)
Accumulated OCI ending balance, net of tax expense of $—		$	—
Gains expected to be realized from accumulated OCI during the next 12 months		$	—

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NOTE 9. Fair Value of Financial Instruments

ASC 820-10 defines fair value as the amount that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820-10 describes the following three levels of inputs that may be used:

•Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets and liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

•Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

•Level 3: Unobservable inputs when there is little or no market data available, thereby requiring an entity to develop its own assumptions. The fair value hierarchy gives the lowest priority to Level 3 inputs.

Although management believed its valuation methods were appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could have resulted in a different fair value measurement at the reporting date.

As of December 31, 2021, the fair value of the 1.75% Convertible Senior Notes was approximately $457,125. The fair value was determined based on the quoted price for the Convertible Senior Notes in an inactive market on the last trading day of the reporting period and is classified as Level 2 in the fair value hierarchy.

Fair Value of Other Financial Instruments

The carrying amounts of our other financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, approximate fair value and are classified as Level 1 because of their short maturities. We believe the fair value of our 2018 Credit Facility at December 31, 2021 and December 31, 2020 was approximately the same as its carrying amount as as the facility bears interest at a variable rate indexed to current market conditions and is classified as Level 2 within the fair value hierarchy.

As of December 31, 2021, we did not have any other assets or liabilities that are measured and recognized at fair value on a recurring basis.

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Note 10. Common Stock

As of December 31, 2021 and December 31, 2020, the Company had 596,950 shares of common stock authorized. For a detailed description of our share-based compensation programs refer to Note 11, Employee Stock Benefit Plans.

The following table reflects the changes in the Company's common stock issued and outstanding:


For the Year Ended
(in thousands)	Issued	Treasury	Outstanding
Balance at December 31, 2018	309,736	(69,993)	239,743
Shares issued under the 2015 Equity Incentive Plan	5,832	—	5,832
Employee taxes paid on withholding shares	—	(2,113)	(2,113)
Assets acquisition	240		240
Common stock repurchases		(853)	(853)
Balance at December 31, 2019	315,808	(72,959)	242,849
Shares issued under the 2015 Equity Incentive Plan	8,007	—	8,007
Employee taxes paid on withholding shares	—	(1,882)	(1,882)


Balance at December 31, 2020	323,815	(74,841)	248,974
Shares issued under the 2015 Equity Incentive Plan	7,515		7,515
Employee taxes paid on withholding shares		(2,483)	(2,483)


Balance at December 31, 2021	331,330	(77,324)	254,006

Common Stock Repurchases

On June 11, 2019, concurrently with the issuance of the Convertible Senior Notes, the Company repurchased the Company’s outstanding common stock in privately negotiated transactions. For additional information, refer to Note 8. Long-Term Debt.

We repurchased the following shares of common stock during the year ended December 31, 2019:


	December 31, 2019
Shares of common stock repurchased	852,515
Value of common stock repurchased	$	10,000

Net Operating Loss Rights Agreement

On June 7, 2012, we entered into a Tax Benefits Preservation Plan, or Preservation Plan, designed to preserve stockholder value and tax assets. Our ability to use our tax attributes to offset tax on U.S. taxable income would be substantially limited if there were an "ownership change" as defined under Section 382 of the U.S. Internal Revenue Code. In general, an ownership change would occur if one or more "5-percent shareholders," as defined under Section 382, collectively increase their ownership in us by more than 50 percent over a rolling three-year period.

In connection with the adoption of the Preservation Plan, our board of directors declared a dividend of one preferred share purchase right for each outstanding share of the Company’s common stock. The preferred share purchase rights were distributed to stockholders of record as of June 18, 2012, as well as to holders of the Company's common stock issued after that date, but will only be activated if certain triggering events under the Preservation Plan occur.

Under the Preservation Plan, preferred share purchase rights will work to impose significant dilution upon any person or group which acquires beneficial ownership of 4.9% or more of the outstanding common stock, without the approval of our board of directors, from and after June 7, 2012. Stockholders that own 4.9% or more of the outstanding common stock as of the opening of business on June 7, 2012, will not trigger the preferred share purchase rights so long as they do not (i) acquire additional shares of common stock or (ii) fall under 4.9% ownership of common stock and then re-acquire shares that in the aggregate equal 4.9% or more of the common stock.

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On June 3, 2021, the Board of Directors approved the extension of the Preservation Plan through June 30, 2023. As required under the Merger Agreement, on November 22, 2021, in connection with the execution of the Merger Agreement, Vonage entered into an amendment to the Preservation Plan with American Stock Transfer & Trust Company, LLC in order to, among other things, (i) provide that the Company Rights (as defined in the Merger Agreement) will expire and cease to be exercisable effective as of immediately prior to the Effective Time (as defined in the Merger Agreement) and (ii) render the Preservation Plan inapplicable to the transactions contemplated by the Merger Agreement.

Note 11. Employee Stock Benefit Plans

Our stock option program is a long-term retention program that is intended to attract, retain and provide incentives for talented employees, officers and directors, and to align stockholder and employee interests. Currently, we grant options from our 2015 Equity Incentive Plan. Our 2006 Incentive Plan was terminated by our board of directors in 2015 and our 2001 Stock Incentive Plan was terminated by our board of directors in 2008. As such, share-based awards are no longer granted under either the 2006 Incentive Plan and the 2001 Stock Incentive Plan. Under the 2015 Equity Incentive Plan, share-based awards can be granted to all employees, including executive officers, outside consultants, and non-employee directors. Vesting periods for share-based awards are generally two, three or four years for both plans. Awards granted under each plan expire in five or ten years from the effective date of grant. The fair value for these options was estimated at the date of grant using a Black-Scholes option-pricing model.

We also issue restricted performance stock units with vesting that is in part contingent on both TSR compared to members of our peer group and continued service. For the market-based restricted performance stock units issued during the year ended December 31, 2021 and 2020, the payouts at vesting which are linearly interpolated between the percentiles specified below are as follows:


Payout Schedule
Percentile Rank	Payout Percentage
Greater than 80%	200	%
50%	100	%
30%	50	%
Less than 30%	—	%

Notwithstanding the foregoing, if our TSR is negative for the performance period, then the vesting percentage shall not exceed 100%. In addition, we reduce the shares available for grant to cover the potential payout of 200%.

To value these market-based restricted performance stock units, we used a Monte Carlo simulation model on the date of grant. Compensation expense for restricted stock units with performance and market conditions is recognized over the requisite service period using the straight-line method.

The assumptions used to value these market based restricted performance stock units are as follows:


	2021		2020		2019
Risk-free interest rate	0.29	%	0.56	%	2.40	%
Expected stock price volatility	51.01	%	42.21	%	39.95	%
Dividend yield	0.00	%	0.00	%	0.00	%
Expected term (in years)	2.80		2.80		2.79

Our stock incentive plans as of December 31, 2021 are summarized as follows (in thousands):


	Shares Authorized	Shares Available for Grant	Stock Options Outstanding	Non-vested Restricted Stock and Restricted Stock Units
Options assumed from acquisition	2,227	283	88	—
2006 Incentive Plan	71,669	—	344	—
2015 Incentive Plan	42,731	7,913	13	15,138
Total as of December 31, 2021	116,627	8,196	445	15,138

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2015 Equity Incentive Plan

On June 3, 2015, we adopted our 2015 Equity Incentive Plan which replaced the 2006 Incentive Plan. Shares issued under the plan may be authorized and unissued shares or may be issued shares that we have reacquired. Shares covered by awards that are forfeited, canceled or otherwise expire without having been exercised or settled, or that are settled by cash or other non-share consideration, will become available for issuance pursuant to a new award. Shares that are tendered or withheld to pay the exercise price of an award or to satisfy tax withholding obligations will not be available for issuance pursuant to new awards. Our 2015 Equity Incentive Plan will terminate on June 3, 2025. At December 31, 2021, there are 7,913 shares available for future grant under the 2015 Equity Incentive Plan.

The 2015 Equity Incentive Plan permits the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance stock, performance units, annual awards, and other awards based on, or related to, shares of our common stock. Options awarded under our 2015 Equity Incentive Plan may be non-qualified stock options or may qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended. For purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended, the maximum number of shares of common stock that may be subject to stock options, stock appreciation rights, performance-based restricted stock awards, performance-based restricted stock units and performance-based stock awards granted to any participant other than a non-employee director during any calendar year will be limited to 10,000 shares of common stock for each such award type individually. The maximum number of shares of common stock that may be subject to stock options, stock appreciation rights, restricted stock awards, restricted stock units and stock awards granted to any non-employee director during any calendar year will be limited to 10,000 shares of common stock for all such award types in the aggregate. Further, the maximum amount that may become payable to any one Participant during any one calendar year under all Cash Performance Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended, is limited to $5,000.

Stock Options

The following table summarizes the activity and changes related to stock options during the year:


	Stock Options Outstanding
	Shares	Weighted Average Exercise Price Per Share
	(in thousands)
Outstanding at December 31, 2020	1,501	$	4.90

Stock options exercised	(1,047)	5.56
Stock options canceled	(9)	4.23
Outstanding at December 31, 2021	445	$	3.35
Vested and expected to vest at December 31, 2021	445	$	3.35
Exercisable at December 31, 2021	445	$	3.35

There were no options granted in 2020, 2019, and 2018. The aggregate intrinsic value of exercised stock options for the years ended December 31, 2021, 2020, and 2019 was $11,927, $26,133, and $7,616, respectively.

Restricted Stock and Restricted Stock Units

The following table summarizes the activity and changes related to restricted stock and restricted stock units during the year:


	Restricted Stock and Restricted Stock Units Outstanding
	Units	Weighted Average Grant Date Fair Value Per Unit
	(in thousands)
Non-vested at December 31, 2020	14,623	$	9.65
Restricted stock and restricted stock units granted	10,599	15.42
Restricted stock and restricted stock units vested	(6,468)	12.57
Restricted stock and restricted stock units canceled	(3,616)	9.97
Non-vested at December 31, 2021	15,138	$	13.28

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The weighted average grant date fair market value of restricted stock and restricted stock units granted was $15.42, $8.49, and $11.29 per unit during the year ended December 31, 2021, 2020, and 2019, respectively. The fair value of restricted stock and restricted stock units that vested during the years ended December 31, 2021, 2020, and 2019 was $81,281, $42,886, and $32,872, respectively. The aggregate intrinsic value of restricted stock units outstanding was $314,714 as of December 31, 2021.

From time to time, our Compensation Committee has determined that it is prudent to grant awards for incentive and retention purposes. In normal course, RSUs were granted on November 1, 2021 and November 8, 2021 to executives and certain key employees for retention purposes. These RSUs vest over a two year period. Given the timing of the grant of RSUs relative to the announcement of the acquisition of the Company by Ericsson on November 22, 2021, the RSUs were valued utilizing a price that was substantively close to the Merger Consideration included in the Merger Agreement which incorporated the effect of the expected increase of the share price resulting from the announcement rather than the closing price of the Company's stock on the date of grant which is typically how the Company determines the grant date fair value of RSUs and resulted in an immaterial increase to share-based compensation for the year ended December 31, 2021.

Supplemental Information

Total share-based compensation expense recognized for the years ended December 31, 2021, 2020, and 2019 was $79,900, $45,667, and $45,242, respectively, which were recorded to cost of services and general and administrative expense in the consolidated statements of operations. During the year ended December 31, 2021, the Company modified awards for certain individuals in connection with strategies implemented to mitigate the impact of 280G of the IRS Code which resulted in $9,579 of incremental stock compensation expense being recognized in the current year to reflect the revised fair value of the modified awards. As of December 31, 2021, total unamortized share-based compensation was $121,108, accounting for forfeitures when they occur, which is expected to be amortized over the remaining weighted average recognition period of 2.0 years. Compensation costs for all share-based awards are amortized on a straight-line basis over the requisite service period. Our current policy is to issue new shares to settle the exercise of stock options and prospectively, the vesting of restricted stock units.

Information regarding the options outstanding as of December 31, 2021 is summarized below:


	Stock Options Outstanding					Stock Options Exercisable
Range of Exercise Prices	Stock Options Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Aggregate Intrinsic Value		Stock Options Vested and Exercisable	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Aggregate Intrinsic Value
	(in thousands)	(in years)		(in thousands)		(in thousands)	(in years)		(in thousands)
$0.69 to $1.99	88		1.10			88		1.10

$2.00 to $4.00	174		2.94			174		2.94
$4.01 to $7.25	183		4.83			183		4.83

	445	2.29	3.35	$	7,754	445	2.29	3.35	$	7,754

Retirement Plan

In March 2001, we established a 401(k) Retirement Plan, or the Retirement Plan, available to employees who meet the plan’s eligibility requirements. Participants may elect to contribute a percentage of their compensation to the Retirement Plan up to a statutory limit. We may make a contribution to the Retirement Plan in the form of a matching contribution. The employer matching contribution is 50% of each employee’s contributions not to exceed $6 in 2021, 2020, and 2019. Our expense related to the Retirement Plan was $8,722, $9,625, and $8,750 in 2021, 2020, and 2019, respectively.

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Note 12. Leases

The Company entered into various non-cancelable operating lease arrangements for certain of our existing office and telecommunications co-location space as well as operating leases for certain equipment. The operating leases expire at various times through 2028, some of which provide the Company options to extend the leases for terms up to 5 years beyond the original term. We are committed to pay a portion of the buildings’ operating expenses as required under the arrangements which we will separate as a non-lease component when readily determinable. The Company did not have any finance leases as of December 31, 2021 and 2020.

During the year ended December 31, 2021, 2020, and 2019, the Company incurred operating lease expense of $9,634, $10,976, and $14,390, respectively, related to its operating leases. In addition, the Company received sub-lease income of $1,117, $1,196, and $1,272, respectively, during the year ended December 31, 2021, 2020, and 2019. Additionally, the remaining weighted average lease term for our operating leases was 4.58 years and the weighted average discount rate utilized to measure the Company's operating leases was 4.26% as of December 31, 2021.

Supplemental cash flow related to the Company's operating leases is as follows:


	For the years ended
	December 31, 2021		December 31, 2020
Cash paid for amounts included in the measurement of lease liabilities	$	11,698	$	15,380
Right-of-use assets obtained in exchange for lease obligations	8,431		13,023

Maturities of lease liabilities as of December 31, 2021 were as follows:


	For the year ended
	December 31, 2021

2022	$	11,825
2023	11,089
2024	7,193
2025	7,404
2026	6,431
Thereafter	3,280
Total lease payments	47,222
Less imputed interest	(4,166)
Total	$	43,056

During the first quarter of 2020, the Company amended one of its office leases to remove a renewal period of 5 years beyond the initial lease term. In the Company's adoption of ASC 842, the Company had included the available renewal term within the transition asset and liability as the renewal was highly probable at the time of adoption. As a result, the Company's operating lease liability was reduced by $15,825 with a corresponding reduction in the Company's operating lease right-of-use assets as of March 31, 2020. During the third and fourth quarters of 2020, the Company abandoned a few of its office leases and as such, the Company reduced its operating lease right-of-use asset by $9,503 as of December 31, 2020 by accelerating the amortization of the right-of-use asset through the cease use date which is included in general and administrative expense.

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Note 13. Property and Equipment


	December 31, 2021		December 31, 2020
Network equipment and computer hardware	$	72,660	$	74,149
Leasehold improvements	37,487		37,752
Customer premise equipment	40,816		34,009
Furniture	3,424		3,472
	154,387		149,382
Less accumulated depreciation	(130,053)		(117,761)
Property and equipment	$	24,334	$	31,621

Note 14. Accrued Liabilities


	December 31, 2021		December 31, 2020
Compensation and benefits, related taxes and temporary labor	$	45,712	$	43,580
Marketing	32,312		15,319
Taxes and fees	28,214		25,977
Telecommunications	59,934		52,975
Severance	845		3,594
Interest	884		847
Customer credits	4,461		4,738
Professional fees	7,324		1,953
Inventory	886		659
Other accruals	6,263		8,438
	$	186,835	$	158,080

During the third quarter of September 30, 2020, the Company initiated a business-wide optimization and alignment project to focus the Company's resources and drive stronger operational execution, which includes the previously announced Consumer evaluation. In connection with this project, the Company initiated a reduction in workforce incurring accrued severance costs of $9,410 related to employee exits as well as abandoning a portion of its office leases as further described in Note 12, Leases which together resulted in total restructuring expense included in general and administrative expense during the year ended December 31, 2020 of $18,913.

Note 15. Commitments and Contingencies

Commitments

Stand-by Letters of Credit

We have stand-by letters of credit totaling $1,350 and $1,502, as of December 31, 2021 and 2020, respectively.

End-User Commitments

We are obligated to provide telephone services to our registered end-users. The costs related to the potential utilization of minutes sold are expensed as incurred. Our obligation to provide this service is dependent on the proper functioning of systems controlled by third-party service providers. We do not have a contractual service relationship with some of these providers.

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Vendor Commitments

We have several commitments primarily commitments to vendors who will provide license patents to us, provide web hosting service, provide electricity to our office, provide cloud-based data warehousing, provide software maintenance service, and provide insurance to us. In certain cases, we may terminate these arrangements early upon payment of specified fees. These commitments total $40,883 as of December 31, 2021. Of this total amount, we expect to purchase $29,208 in 2022, $7,894 in 2023, $2,414 in 2024, and $1,367 in 2025, respectively. These amounts do not represent our entire anticipated purchases in the future, but represent only those items for which we are contractually committed. We also purchase products and services as needed with no firm commitment. For this reason, the amounts presented do not provide a reliable indicator of our expected future cash outflows or changes in our expected cash position.

Contingencies

From time to time, in addition to those identified below, we are subject to legal proceedings, claims, investigations, and proceedings in the ordinary course of business, including claims of alleged infringement of third-party patents and other intellectual property rights, commercial, employment, and other matters. From time to time, we receive letters or other communications from third parties inviting us to obtain patent licenses that might be relevant to our business or alleging that our services infringe upon third party patents or other intellectual property. In accordance with generally accepted accounting principles, we make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss or range of loss can be reasonably estimated. These provisions, if any, are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable. We believe that we have valid defenses with respect to the legal matters pending against us and are vigorously defending these matters. Given the uncertainty surrounding litigation and our inability to assess the likelihood of a favorable or unfavorable outcome in the matters noted below and our inability to reasonably estimate the amount of loss or range of loss, it is possible that the resolution of one or more of these matters could have a material adverse effect on our consolidated financial position, cash flows or results of operations.

Regulation

Telephony services are subject to a broad spectrum of state, federal and foreign regulations. Because of the uncertainty over whether VoIP should be treated as a telecommunications or information service, we have been involved in a substantial amount of state and federal regulatory activity. Implementation and interpretation of the existing laws and regulations is ongoing and is subject to litigation by various federal and state agencies and courts. Due to the uncertainty over the regulatory classification of VoIP service, there can be no assurance that we will not be subject to new regulations or existing regulations under new interpretations, and that such change would not introduce material additional costs to our business. The Company continues to monitor federal regulations relating to net neutrality, rural call completion issues, number slamming, 911 access, access to telecommunication equipment and services by persons with disabilities, caller ID services, number portability, unwanted calls to reassigned numbers, and robocalling. As we continue to expand globally, these types of regulations are likely to be similarly enacted and enforced by the local regulatory authorities.

State and Municipal Taxes

In accordance with generally accepted accounting principles, we make a provision for a liability for taxes when it is both probable that a liability has been incurred and the amount of the liability or range of liability can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. From time to time, we have received inquiries from a number of states and local taxing agencies with respect to the remittance of sales, use, telecommunications, and excise taxes. Several jurisdictions are currently conducting tax audits of the Company's records. While the Company collects or has accrued for taxes that it believes are required to be remitted, it has reviewed its positions in those various jurisdictions as well as other regulatory fees and has established appropriate reserves. As such, we have a reserve of $10,010 as of December 31, 2021 included in accrued expenses as our best estimate of the potential tax exposure for any retroactive assessment.

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Note 16. Industry Segment and Geographic Information

ASC 280, Segment Reporting, establishes reporting standards for an enterprise's business segments and related disclosures about its products, services, geographic areas and major customers. Under ASC 280, the method for determining what information to report is based upon the way management organizes the reportable operating segments within the Company for making operating decisions and assessing financial performance. Our chief operating decision-maker reviews revenue and Adjusted EBITDA for each of our reportable operating segments. The items excluded from Adjusted EBITDA are not separately evaluated for each reportable operating segment. In addition, with the exception of goodwill and intangible assets, we do not identify or allocate our assets by the reportable operating segments as this information is not utilized by management to allocate resources or capital.

Vonage Communications Platform

The Vonage Communications Platform is our single enterprise cloud communications platform, offering our wide range of enterprise communications services and solutions including Communications APIs, Unified Communications, and Contact Center Communications The Vonage Communications Platform brings unique value to businesses by providing multiple communications channels - video, voice, messaging, email and verification - that integrate into applications, products and workflows. This delivers both the power and the flexibility our customers need to disrupt their industries, and enables the type of business continuity, remote work, and remote delivery of services that are now essential for companies to work and serve customers from anywhere. Vonage products and services enable our business customers to fundamentally change how they engage with their customers and team members. We have a robust set of solutions and services that meet the needs of businesses of all sizes, from micro, to SMB through mid-market and enterprise. We provide customers with multiple deployment options designed to provide the reliability and quality of service they demand. Vonage solutions also integrate with today's leading business applications, CRM and productivity tools,, including Google’s G Suite, Zendesk, Salesforce’s Sales and Service Clouds, Microsoft Dynamics, ServiceNow, Oracle, and Clio among others, to drive internal communications and collaboration among team members and external engagement with customers

Consumer

For our Consumer customers, we enable users to access and utilize our UCaaS services and features, via a single “identity,” either a number or user name, regardless of how they are connected to the Internet, including over 3G/4G, LTE, Cable, or DSL broadband networks. This technology enables us to offer our Consumer customers attractively priced voice and messaging services and other features around the world on a variety of devices.

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Information about our segment results for the years ended December 31, 2021, 2020, and 2019 were as follows:


	Service Revenue			Revenue		Adjusted EBITDA		Depreciation and Amortization
Year ended December 31, 2021
Vonage Communications Platform	$	1,061,745		$	1,120,125	$	10,714	$	87,872
Consumer	246,553			288,890		186,856		908
Total Vonage	$	1,308,298		$	1,409,015	$	197,570	$	88,780
			—
Year ended December 31, 2020
Vonage Communications Platform	$	856,492		$	915,057	$	(56,968)	$	85,210
Consumer	292,003			332,877		227,152		3,707
Total Vonage	$	1,148,495		$	1,247,934	$	170,184	$	88,917

Year ended December 31, 2019
Vonage Communications Platform	$	719,514		$	803,880	$	(103,266)	$	80,197
Consumer	340,462			385,466		261,362		6,059
Total Vonage	$	1,059,976		$	1,189,346	$	158,096	$	86,256

The Company uses Adjusted EBITDA as the measure of profit or loss for the evaluation of performance and allocation of resources of our reportable operating segments. Adjusted EBITDA is defined as net income or net loss before income tax expense or benefit, interest expense, depreciation and amortization, stock-based expense, amortization of costs to implement cloud computing arrangements, acquisition related transaction and integration costs, organizational transformation costs, restructuring activities, and other non-recurring items. Organizational transformation includes 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 which included employee related exits and further facility exit costs executed upon as part of the overall project. Other non-recurring items principally include certain litigation charges including defense costs and other non-recurring project costs such as the review of the Consumer business review and the business optimization project, both of which were initiated in 2020. This is also consistent with the measure used under our bank credit assessment. Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated income before taxes is presented below:


	Years Ended December 31,
	2021		2020		2019
Adjusted EBITDA	$	197,570	$	170,184	$	158,096
Interest expense	(28,348)		(32,160)		(32,821)
Depreciation and amortization	(88,780)		(88,917)		(86,256)
Amortization of costs to implement cloud computing arrangements	(3,515)		(2,885)		(1,362)
Share-based expense	(79,900)		(45,667)		(45,242)
Acquisition related transactions and integration costs	(10,120)		—		(701)

Organizational transformation	—		(5,119)		(14,533)
Restructuring activities	(2,655)		(18,913)		—
Other non-recurring items	(4,314)		(8,518)		(3,289)
Loss before taxes	$	(20,062)	$	(31,995)	$	(26,108)

89 VONAGE ANNUAL REPORT 2021

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Information about our operations by geographic location is as follows:


	December 31, 2021		December 31, 2020
Long-lived assets:
United States	$	627,243	$	646,072
United Kingdom	278,173		293,457
Israel	1,702		1,325
	$	907,118	$	940,854

Note 17. Cash Flow Information

Detail of supplemental disclosures for cash flow and non-cash investing and financing information was as follows:


	For the years ended December 31,
	2021		2020		2019
Supplemental disclosures of cash flow information:
Cash paid during the periods for:
Interest	$	12,982	$	15,928	$	23,006
Income taxes paid net of refunds	2,131		2,298		4,365
Non-cash investing and financing activities:
Acquisition of long-term assets included in accounts payable and accrued expenses	$	5,576	$	3,082	$	1,326
Share-based compensation expense capitalized in internally developed software costs	6,338		4,136		—

Issuance of shares for asset acquisition	—		—		3,000

Schedule II. Valuation and Qualifying Accounts


	Balance at Beginning of Period				Charged to Costs and Expenses			Balance at End of Period
			Deductions(1)
Allowance for Doubtful Accounts:
Year ended December 31, 2021	$	8,878	$	(5,550)	$	1,971		$	5,299
Year ended December 31, 2020	5,494		(2,300)		5,684			8,878
Year ended December 31, 2019	3,542		(325)		2,277			5,494




Valuation Allowance for Deferred Taxes:
Year ended December 31, 2021	$	24,838	$	—	$	3,561	(2)	$	28,399
Year ended December 31, 2020	19,978		—		4,860		(2)	24,838
Year ended December 31, 2019	23,815		—		(3,837)		(2)	19,978

(1)Represents principally net amounts charged as uncollectible.

(2)Amounts charged (credited) to expense represent change in valuation allowance.

90 VONAGE ANNUAL REPORT 2021

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Exhibit Number						Description of Exhibit [To be updated]
2.1						Stock Purchase Agreement, dated July 30, 2018, by and among Nexmo Inc., Telefonica Digital Ltd and Telefonica Digital, Inc (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K/A (File No. 001-32887) filed on September 18, 2018).
2.2						Recommended Offer by Vonage Holdings Corp. for NVM Limited, dated September 20, 2018 (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on September 20, 2018).
2.3						Agreement and Plan of Merger, by and among Vonage Holdings Corp., Telefonaktiebolaget LM Ericsson (publ) and Ericsson Muon Holding Inc., dated as of November 22, 2021 (Incorporated by reference to Vonage Holdings Corp.’s Current Report on Form 8-K (File No. 001-32887) filed on November 22, 2021).
3.1						Restated Certificate of Incorporation, effective June 13, 2018 (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on June 14, 2018).
3.2						Amended and Restated By-laws of Vonage Holdings Corp, effective June 13, 2018 (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on June 14, 2018).
3.3						Amendment to the Amended and Restated By-Laws of Vonage Holdings Corp., dated as of November 21, 2021 (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on November 22, 2021).
4.1						Form of Certificate of Vonage Holdings Corp. Common Stock (Incorporated by reference to Amendment No. 5 to Vonage Holdings Corp.’s Registration Statement on Form S-1 (File No. 333-131659) filed on May 8, 2006).
4.2						Tax Benefits Preservation Plan, dated as of June 7, 2012, by and between Vonage Holdings Corp. and American Stock Transfer & Trust Company, LLC, as Rights Agent, including as Exhibit A the form of Certificate of Designation of the Company's Series A Participating Preferred Stock and as Exhibit B the forms of Right Certificate and of Election to Purchase (Incorporated by reference to Vonage Holding Corp.’s Current Report on Form 8-K (File No. 001-32887) filed on June 8, 2012).
4.3						Amendment No. 1 to the Tax Benefits and Preservation Plan, by and between Vonage Holdings Corp. and American Stock and Transfer Company LLC, dated as of November 22, 2021 (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on November 22, 2021).
4.4						Indenture, dated as of June 14, 2019, between Vonage Holdings Corp. and Wilmington Trust, National Association, as trustee (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on June 14, 2019).
4.5						Form of 1.75% Convertible Senior Notes due 2024 (included in Exhibit 4.1) (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on June 14, 2019).
4.6						Description of Securities (Incorporated by reference to Vonage Holdings Corp.'s Annual Report on Form 10-K (File No. 001-32887) filed on February 20, 2020.
10.1						Nexmo Inc. 2011 Stock Plan (Incorporated by reference to Vonage Holding Corp.’s Registration Statement on Form S-8 (File No. 001-32887) filed on June 29, 2016).*
10.2						Vonage Holdings Corp. 2006 Incentive Plan (Amended and Restated through June 6, 2013) (Incorporated by reference to Vonage Holding Corp.’s Current Report on Form 8-K (File No. 001-32887) filed on June 6, 2013).*
10.3						Form of Restricted Stock Unit Agreement under the Vonage Holdings Corp. 2006 Incentive Plan (Incorporated by reference to Vonage Holding Corp.’s Annual Report on Form 10-K (File No. 001-32887) filed on April 17, 2007).*
10.4						Form of Nonqualified Stock Option Agreement under the Vonage Holdings Corp. 2006 Incentive Plan (Incorporated by reference to Vonage Holding Corp.’s Quarterly Report on Form 10-Q (File No. 001-32887) filed on May 7, 2010).*
10.5						Form of Restricted Stock Agreement under the Vonage Holdings Corp. 2006 Incentive Plan (Incorporated by reference to Vonage Holding Corp.’s Annual Report on Form 10-K (File No. 001-32887) filed on April 17, 2007).*
10.6						Form of Restricted Stock Agreement for Non-Executive Directors under the Vonage Holdings Corp. 2006 Incentive Plan (Incorporated by reference to Vonage Holding Corp.’s Quarterly Report on Form 10-Q (File No. 001-32887) filed on August 11, 2008).*
10.7						Form of Nonqualified Stock Option Agreement for Non-Executive Directors (Annual Grant) under the Vonage Holdings Corp. 2006 Incentive Plan (Incorporated by reference to Vonage Holding Corp.’s Quarterly Report on Form 10-Q (File No. 001-32887) filed on August 11, 2008).*
10.8						Form of Nonqualified Stock Option Agreement for Non-Executive Directors (Sign-on Grant) under the Vonage Holdings Corp. 2006 Incentive Plan (Incorporated by reference to Vonage Holding Corp.’s Quarterly Report on Form 10-Q (File No. 001-32887) filed on August 11, 2008).*
10.9						Vonage Holdings Corp. 401(k) Retirement Plan (Incorporated by reference to Amendment No. 1 to Vonage Holdings Corp.’s Registration Statement on Form S-1 (File No. 333-131659) filed on April 7, 2006).*
10.10						Lease Agreement, dated March 24, 2005, between 23 Main Street Holmdel Associates LLC and Vonage USA Inc. (Incorporated by reference to Amendment No. 1 to Vonage Holdings Corp.’s Registration Statement on Form S-1 (File No. 333-131659) filed on April 7, 2006).
10.11						Amendment to Lease Agreement, dated November 1, 2006, between 23 Main Street Holmdel Associates LLC and Vonage USA Inc. (Incorporated by reference to Vonage Holding Corp.’s Annual Report on Form 10-K (File No. 001-32887) filed on February 12, 2016).
10.12						Amendment to Lease Agreement, dated December 1, 2015, between 23 Main Street Holmdel Associates LLC and Vonage USA Inc. (Incorporated by reference to Vonage Holding Corp.’s Annual Report on Form 10-K (File No. 001-32887) filed on February 12, 2016).
10.13						Amended and Restated Non-Compete Agreement dated as of October 17, 2008 by and between Vonage Holdings Corp. and Jeffrey A. Citron (Incorporated by reference to Vonage Holding Corp.’s Quarterly Report on Form 10-Q (File No. 001-32887) filed on November 10, 2008).
10.14						Form of Nonqualified Stock Option Agreement for Jeffrey A. Citron under the Vonage Holdings Corp. 2006 Incentive Plan (Incorporated by reference to Vonage Holding Corp.’s Current Report on Form 8-K (File No. 001-32887) filed on August 4, 2008).*

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10.15						Employment Agreement dated as of April 25, 2013 by and between Vonage Holdings Corp. and David T. Pearson (Incorporated by reference to Vonage Holding Corp.’s Quarterly Report on Form 10-Q (File No. 001-32887) filed on July 31, 2013).*
10.16						Letter Agreement dated as of June 9, 2015 by and between Vonage Holdings Corp. and Omar Javaid (Incorporated by reference to Vonage Holding Corp.’s Quarterly Report on Form 10-Q (File No. 001-32887) filed on November 4, 2015).*
10.17						Non-Executive Director Compensation Program (Incorporated by reference to Vonage Holding Corp.’s Annual Report on Form 10-K (File No. 001-32887) filed on February 12, 2016).*
10.18						Form of Indemnification Agreement between Vonage Holdings Corp. and its directors and certain officers (Incorporated by reference to Vonage Holding Corp.’s Quarterly Report on Form 10-Q (File No. 001-32887) filed on November 14, 2007).*
10.19						Employment Agreement dated as of October 6, 2014 by and between Vonage Holdings Corp. and Alan Masarek (Incorporated by reference to Vonage Holding Corp.’s Annual Report on Form 10-K (File No. 001-32887) filed on February 13, 2015).*
10.20						First Amendment to Employment Agreement by and between Vonage Holdings Corp. and Alan Masarek (Incorporated by reference to Vonage Holding Corp.’s Annual Report on Form 10-K (File No. 001-32887) filed on February 12, 2016).*
10.21						Notice of Termination, dated as of June 30, 2020, by and between Vonage Holdings Corp. and Alan Masarek (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on July 2, 2020).*
10.22						General Release, dated as of June 30, 2020, by and between Vonage Holdings Corp. and Alan Masarek (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on July 2, 2020).*
10.23						Second Amended and Restated Credit Agreement, dated July 31, 2018, by and among Vonage America Inc., Vonage Holdings Corp., JPMorgan Chase Bank, N.A., as Administrative Agent, Citizens Bank, N.A. and Bank of America, N.A. as Syndication Agent, and the Lenders party thereto (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on August 2, 2018).
10.24						Form of Irrevocable Undertaking (Director) (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on September 20, 2018).
10.25						Form of Irrevocable Undertaking (Officer) (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on September 20, 2018).
10.26						Implementation and Management Warranty Deed, dated September 20, 2018, among each Warrantor provided therein, NVM Limited and Vonage Holdings Corp. (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on September 20, 2018).
10.27						Amendment No. 1 to the Second Amended and Restated Credit Agreement, dated March 11 2019, by and among Vonage America Inc., Vonage Holdings Corp., JP Morgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on March 15, 2019).
10.28						Amendment No. 2 to the Second Amended and Restated Credit Agreement, dated March 29, 2019, by and among Vonage America Inc., Vonage Holdings Corp., JP Morgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto(3) (Incorporated by reference to Vonage Holding Corp.’s Annual Report on Form 10-Q (File No. 001-32887) filed on May 8, 2019).
10.29						Cooperation Agreement, dated March 15, 2019, among Vonage Holdings Corp., Legion Partners Asset Management LLC, and each of the signatories thereto (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on March 15, 2019).
10.30						Renewal Agreement, dated February 26, 2020, among Vonage Holdings Corp., Legion Partners Asset Management LLC, and each of the signatories thereto (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on February 27, 2020).
10.31						Amendment No. 1 to Renewal Agreement, dated February 26, 2021, among Vonage Holdings Corp., Legion Partners Asset Management LLC, and each of the signatories thereto (incorporated by reference to Vonage Holdings Corp.’s Current Report on Form 8-K (File No. 001-32887) filed on February 26, 2021).
10.32						Capped Call Confirmation, dated as of June 11, 2019, by and between the Company and Bank of America, N.A. (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on June 14, 2019).
10.33						Capped Call Confirmation, dated as of June 11, 2019, by and between the Company and Morgan Stanley & Co. LLC (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on June 14, 2019).
10.34						Capped Call Confirmation, dated as of June 11, 2019, by and between the Company and Deutsche Bank AG, London Branch (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on June 14, 2019).
10.35						Amended and restated 2015 Equity Incentive Plan* (Incorporated by reference to Vonage Holding Corp.’s Annual Report on Form 10-Q (File No. 001-32887) filed on August 6, 2019).
10.36						Amended and restated 2015 Equity Incentive Plan - Restricted Stock Unit Agreement* (Incorporated by reference to Vonage Holding Corp.’s Annual Report on Form 10-Q (File No. 001-32887) filed on August 6, 2019).
10.37						Employment Agreement, dated as of June 5, 2020, by and between Vonage Holdings Corp. and Rory Read (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on June 8, 2020).*
10.38						Fixed Term Employment Contract, by and between Vonage Holdings Corp. and Tim Shaughnessy, dated August 17, 2020 (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on August 18, 2020).*
10.39						Amendment No. 1 to Fixed Term Employment Contract, by and between Vonage Holdings Corp. and Tim Shaughnessy, dated December 31, 2020 (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on January 7, 2021).*
10.40						Employment Agreement, dated as of January 14, 2021, by and between Vonage Holdings Corp. and Stephen Lasher (Incorporated by reference to Vonage Holdings Corp.'s Current Report on Form 8-K (File No. 001-32887) filed on January 28, 2021).*
10.41						Termination, Separation and Release Agreement, dated March 24, 2021, among Vonage Holdings Corp. and Omar Javaid (Incorporated by reference to Vonage Holdings Corp.’s Quarterly Report on Form 10-Q (File No. 001-32887) filed on May 6, 2021).*

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21.1						List of Subsidiaries of Vonage Holdings Corp. (Filed herewith).
23.1						Consent of Deloitte & Touche LLP, independent registered public accounting firm (Filed herewith).
31.1						Certification of our Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
31.2						Certification of our Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
31.3						Certification of our Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
32.1						Certification of our Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
101						The following financial information from Vonage Holdings Corp.'s Annual Report on Form 10-K for the year ended December 31, 2020 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive income (Loss), (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders Equity, and (vi) Notes to the Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or arrangement.

ITEM 16. Form 10-K Summary

None.

93 VONAGE ANNUAL REPORT 2021

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Holmdel, State of New Jersey, on February 24, 2022.

VONAGE HOLDINGS CORP.

Dated:

February 24, 2022

By:

/s/ STEPHEN LASHER

Stephen Lasher
Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and as of the dates indicated.

Signature

Title

Date

/s/ RORY READ

Director, Chief Executive Officer

February 24, 2022

Rory Read

(principal executive officer)

/s/ STEPHEN LASHER

Chief Financial Officer

February 24, 2022

Stephen Lasher

(principal financial officer)

/S/ DAVID LEVI

Senior Vice President and Controller

February 24, 2022

David Levi

(principal accounting officer)

/S/ JEFFREY A. CITRON

Director, Chairman

February 24, 2022

Jeffrey A. Citron

/S/ HAMID AKHAVAN

Director

February 24, 2022

Hamid Akhavan

/S/ JAN HAUSER

Director

February 24, 2022

Jan Hauser

/S/ PRISCILLA HUNG

Director

February 24, 2022

Priscilla Hung

/S/ CAROLYN KATZ

Director

February 24, 2022

Carolyn Katz

/S/ MICHAEL MCCONNELL

Director

February 24, 2022

Michael McConnell

/S/ JOHN J. ROBERTS

Director

February 24, 2022

John J. Roberts

/S/ TIEN TZUO

Director

February 24, 2022

Tien Tzuo

/S/ STEVE WARD

Director

February 24, 2022

Steve Ward

94 VONAGE ANNUAL REPORT 2021

Exhibit 21.1

Vonage Holdings Corp.

List of Subsidiaries


Name						Jurisdiction of Incorporation

Vonage America LLC						Delaware

Vonage Apps. Ltd.						Israel

Vonage A/S						Denmark

Vonage Australia Pty Limited						Australia

Vonage Business Communications Private Limited						India

Vonage Brasil Tecnologia Ltda.						Brazil

Vonage Business Inc.						Delaware

Vonage Business Limited.						England & Wales

Vonage Business Mexico, S. de R.L, de C.V.						Mexico

Vonage B.V.						The Netherlands

Vonage Canada Corp.						British Columbia, Canada

Vonage Foundation Corp.						Delaware (Non-Profit)

Vonage France SARL						France

Vonage India Private Limited						India

Vonage Japan G.K.						Japan

Vonage Korea LLC						Korea

Vonage Limited						United Kingdom

Vonage Malaysia Sdn. Bhb.						Malaysia

Vonage Norway AS						Norway

Vonage NVM Holding Ltd.						England & Wales

Vonage Worldwide Inc.						Delaware

Nexmo Asia Pacific Limited						Hong Kong

Nexmo Inc.						Delaware

Nexmo Limited						England & Wales

Nexmo Pte. Ltd.						Singapore

Nexmo Software Services (Shenzhen) Company Ltd.						China

Nexmo Software Services (Shenzhen) Company Ltd., Beijing Branch						China

Nexmo Sweden AB						Sweden

Nexmo World Services Limited						England & Wales

Nexmo World Services Ltd., Sucurasal en Espana						Spain

PT Nexmo International Indonesia						Indonesia

NewVoiceMedia Asia Pacific Ltd.						Hong Kong

NewVoiceMedia Euro Holdings S.a.r.l.						Luxembourg

NewVoiceMedia Germany GmbH						Germany

NewVoiceMedia Pty Ltd.						Australia

NewVoiceMedia Sp. Z.o.o.						Poland

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement Nos. 333-233685, 333-212296, 333-205224, 333-192629, 333-136227, and 333-173053 on Form S-8 of our reports dated February 24, 2022, relating to the financial statements of Vonage Holdings Corp. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

February 24, 2022

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rory Read, certify that:

1. I have reviewed this annual report on Form 10-K of Vonage Holdings Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:	February 24, 2022	/s/ Rory Read
		Rory Read
		Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Lasher, certify that:

1. I have reviewed this annual report on Form 10-K of Vonage Holdings Corp.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	February 24, 2022	/s/ Stephen Lasher
		Stephen Lasher Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Rory Read, certify to my knowledge pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Vonage Holdings Corp. on Form 10-K for the annual period ended December 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Vonage Holdings Corp.



Date:	February 24, 2022	/s/ Rory Read
		Rory Read
		Chief Executive Officer

I, Stephen Lasher, certify to my knowledge pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Vonage Holdings Corp. on Form 10-K for the annual period ended December 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Vonage Holdings Corp.



Date:	February 24, 2022	/s/ Stephen Lasher
		Stephen Lasher Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)