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vg-20200630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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)

(IRS Employer Identification No.)

23 Main Street

Holmdel

07733

(Address of principal executive offices)

(Zip Code)

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

(Former name, former address and former fiscal year, if changed since last report): Not Applicable

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

Nasdaq Global Select Market

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 x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 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 x No o

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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class

Outstanding at

July 31, 2020

Common Stock, par value $0.001

245,551,723

VONAGE HOLDINGS CORP.

INDEX


Part 1 - Financial Information

		Page
Item 1.	Condensed Consolidated Financial Statements and Notes	4
	Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019	4
	Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2020 and 2019	5
	Condensed Consolidated Statements of Comprehensive (Loss ) / I ncome for the Three and Six Months Ended June 30, 2020 and 2019	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019	7
	Condensed Consolidated Statement of Stockholders’ Equity for the Three and Six Months Ended June 30, 2020 and 2019	8
	Notes to Unaudited Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44

Item 4	Controls and Procedures	45

Part II. Other Information

Item 1.	Legal Proceedings	46

Item 1A.	Risk Factors	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 3.	Defaults Upon Senior Securities	47

Item 4.	Mine Safety Disclosures	47

Item 5.	Other Information	47

Item 6.	Exhibits	48

	Signature	49

Financial Information Presentation

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

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
API Platform Group						Comprised of CPaaS programmable communication solutions for business customers
Applications Group						Comprised of UCaaS and CCaaS communication solutions for business customers
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						Contact Center as a Service

CPaaS						Communications Platform as a Service
CRM						Customer Relationship Management
Exchange Act						The Securities Exchange Act of 1934, as amended

EPS						Earnings Per Share
FASB						Financial Accounting Standards Board
FCC						Federal Communications Commission


IP						Internet Protocol

LIBOR						London Inter-Bank Offered Rate
MPLS						Multi-Protocol Label Switching
NOLs						Net Operating Losses


SaaS						Software as a Service
SAB						Staff Accounting Bulletin
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



UCaaS						Unified Communications as a Service

USF						Federal Universal Service Fund

VoIP						Voice over Internet Protocol

PART 1 - FINANCIAL INFORMATION

ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

VONAGE HOLDINGS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)


	June 30, 2020		December 31, 2019
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	47,565	$	23,620
Accounts receivable, net of allowance of $9,708 and $5,494, respectively	114,554		101,813
Inventory, net of allowance of $65 and $76, respectively	997		1,475
Deferred customer acquisition costs, current portion	15,868		13,834
Prepaid expenses	24,413		22,338
Other current assets	6,211		9,988
Total current assets	209,608		173,068
Property and equipment, net of accumulated depreciation of $115,807 and $109,646, respectively	40,163		48,371
Operating lease right-of-use assets	31,329		50,847
Goodwill	593,722		602,970
Software, net of accumulated amortization of $102,665 and $102,133, respectively	60,521		40,300
Deferred customer acquisition costs	60,545		55,148
Restricted cash	2,046		2,015
Intangible assets, net of accumulated amortization of $247,635 and $221,182, respectively	214,284		249,905
Deferred tax assets	110,040		108,347
Other assets	33,631		33,729
Total assets	$	1,355,889	$	1,364,700
Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	29,383	$	42,366
Accrued expenses	145,467		137,589
Deferred revenue, current portion	65,171		59,464
Operating lease liabilities, current portion	11,396		12,477


Total current liabilities	251,417		251,896
Indebtedness under revolving credit facility	245,500		220,500

Convertible senior notes, net	283,619		276,658
Operating lease liabilities	25,042		45,722
Other liabilities	2,672		2,862
Total liabilities	808,250		797,638
Commitments and Contingencies (Note 9)
Stockholders’ Equity:
Common stock, par value 0.001 per share; 596,950 shares authorized at June 30, 2020, and December 31, 2019	320		316
Additional paid-in capital	1,519,055		1,494,469
Accumulated deficit	(643,194)		(631,009)
Treasury stock, at cost	(319,314)		(306,043)
Accumulated other comprehensive (loss) income	(9,228)		9,329
Total stockholders’ equity	547,639		567,062
Total liabilities and stockholders’ equity	$	1,355,889	$	1,364,700

See accompanying notes to condensed consolidated financial statements.

VONAGE HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020		2019		2020		2019

Revenues:
Service, access and product revenues	$	296,516	$	279,025	$	579,593	$	539,135
USF revenues	14,017		18,559		28,397		37,990
Total revenues	310,533		297,584		607,990		577,125

Operating Expenses:
Service, access and product cost of revenues (excluding depreciation and amortization)	119,971		109,662		233,009		203,642
USF cost of revenues	14,017		18,559		28,397		37,990

Sales and marketing	90,827		95,362		176,448		190,885
Engineering and development	19,784		16,891		38,987		33,417
General and administrative	42,820		36,615		83,702		72,074
Depreciation and amortization	20,692		20,662		41,177		41,876
Total operating expenses	308,111		297,751		601,720		579,884
Income (loss) from operations	2,422		(167)		6,270		(2,759)
Other Income (Expense):
Interest expense	(9,321)		(8,487)		(17,403)		(16,063)
Other income (expense), net	(38)		(147)		191		(563)
Total other expense, net	(9,359)		(8,634)		(17,212)		(16,626)
Loss before income tax benefit	(6,937)		(8,801)		(10,942)		(19,385)
Income tax (expense) benefit	(1,493)		13,325		(1,243)		23,375
Net (loss) income	$	(8,430)	$	4,524	$	(12,185)	$	3,990

(Loss) Earnings per common share:
Basic	$	(0.03)	$	0.02	$	(0.05)	$	0.02
Diluted	$	(0.03)	$	0.02	$	(0.05)	$	0.02
Weighted-average common shares outstanding:
Basic	245,385		242,475		244,506		241,507
Diluted	245,385		249,720		244,506		249,521

See accompanying notes to condensed consolidated financial statements.

VONAGE HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) / INCOME

(In thousands)

(Unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020		2019		2020		2019

Net (loss) income	$	(8,430)	$	4,524	$	(12,185)	$	3,990
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax expense (benefit) of $281, $(342), $(189), and $91, respectively	4,069		(6,343)		(19,558)		(1,135)
Unrealized gain (loss) on derivatives, net of tax expense (benefit) of $46, $264, $(4) and $292, respectively	1,419		(794)		1,001		(1,481)
Total other comprehensive income (loss)	5,488		(7,137)		(18,557)		(2,616)
Comprehensive (loss) income	$	(2,942)	$	(2,613)	$	(30,742)	$	1,374

See accompanying notes to condensed consolidated financial statements.

VONAGE HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended
	June 30,
	2020		2019
Cash flows from operating activities:
Net (loss) income	$	(12,185)	$	3,990
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	12,967		13,120
Amortization of intangibles	28,210		28,756

Deferred income taxes	(1,952)		(24,852)
Amortization of deferred customer acquisition costs	7,567		4,921

Allowances for doubtful accounts and obsolete inventory	3,509		475
Amortization of financing costs and debt discount	7,367		1,769
Loss on disposal of property and equipment	740		444
Share-based expense	22,442		19,231
Changes in derivatives	1,055		(265)
Changes in operating assets and liabilities:
Accounts receivable	(16,927)		(23,268)
Inventory	484		444
Prepaid expenses and other current assets	1,413		1,494
Deferred customer acquisition costs	(15,389)		(15,372)

Accounts payable and accrued expenses	(4,318)		18,139
Deferred revenue	6,533		6,399
Other assets - deferred cloud computing implementation costs	(3,013)		(8,310)
Other assets and liabilities	300		952
Net cash provided by operating activities	38,803		28,067
Cash flows used in investing activities:
Capital expenditures	(4,855)		(9,456)
Purchase of intangible assets	(190)		—
Acquisition and development of software assets	(20,199)		(12,997)


Net cash used in investing activities	(25,244)		(22,453)
Cash flows provided by/(used in) financing activities:

Payments for short and long-term debt	(50,000)		(406,000)
Proceeds from issuance of long-term debt	75,000		479,000
Payments of debt issuance costs	—		(8,891)
Payments for capped call transactions and costs	—		(28,325)
Common stock repurchases	—		(10,000)
Employee taxes paid on withholding shares	(13,179)		(19,023)
Proceeds from exercise of stock options	243		1,264
Net cash provided by financing activities	12,064		8,025
Effect of exchange rate changes on cash	(1,647)		(1,101)
Net increase in cash, cash equivalents, and restricted cash	23,976		12,538
Cash, cash equivalents, and restricted cash, beginning of period	25,635		7,104
Cash, cash equivalents, and restricted cash, end of period	$	49,611	$	19,642
Supplemental disclosures of cash flow information:
Cash paid (received) during the periods for:
Interest	$	8,856	$	13,462
Income taxes	$	(2,766)	$	2,226
Non-cash investing activities:
Acquisition of long-term assets included in accounts payable and accrued expenses	$	1,980	$	67
Debt issuance costs included in accounts payable and accrued liabilities	$	—	$	1,154

See accompanying notes to condensed consolidated financial statements.

VONAGE HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Income		Total
Balance at March 31, 2019	$	314	$	1,424,173	$	(612,061)	$	(293,575)	$	11,291	$	530,142

Stock option exercises	1		783								784
Share-based expense			11,216								11,216
Employee taxes paid on withholding shares							(457)				(457)
Common stock repurchases	(1)						(9,999)				(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)
Foreign currency translation adjustment									(6,343)		(6,343)
Unrealized gain on derivatives									(794)		(794)
Net income					4,524						4,524
Balance at June 30, 2019	$	314	$	1,464,742	$	(607,537)	$	(304,031)	$	4,154	$	557,642

	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Income		Total
Balance at March 31, 2020	$	320	$	1,506,664	$	(634,764)	$	(318,791)	$	(14,716)	$	538,713
Stock option exercises	—		88								88
Share-based expense			12,303								12,303
Employee taxes paid on withholding shares							(523)				(523)




Foreign currency translation adjustment									4,069		4,069
Unrealized loss on derivatives									1,419		1,419
Net loss					(8,430)						(8,430)
Balance at June 30, 2020	$	320	$	1,519,055	$	(643,194)	$	(319,314)	$	(9,228)	$	547,639
See accompanying notes to condensed consolidated financial statements.


VONAGE HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(In thousands)
(Unaudited)

	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	5		1,259								1,264
Share-based expense			19,231								19,231
Employee taxes paid on withholding shares							(19,023)				(19,023)
Common stock repurchases	(1)						(9,999)				(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)
Foreign currency translation adjustment									(1,135)		(1,135)
Unrealized gain on derivatives									(1,481)		(1,481)
Net income					3,990						3,990
Balance at June 30, 2019	$	314	$	1,464,742	$	(607,537)	$	(304,031)	$	4,154	$	557,642

	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Income		Total
Balance at December 31, 2019	$	316	$	1,494,469	$	(631,009)	$	(306,043)	$	9,329	$	567,062
Stock option exercises	4		239								243
Share-based expense			24,347								24,347
Employee taxes paid on withholding shares							(13,271)				(13,271)




Foreign currency translation adjustment									(19,558)		(19,558)
Unrealized loss on derivatives									1,001		1,001
Net loss					(12,185)						(12,185)
Balance at June 30, 2020	$	320	$	1,519,055	$	(643,194)	$	(319,314)	$	(9,228)	$	547,639

See accompanying notes to condensed consolidated financial statements.

VONAGE HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

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 strategy is to continually redefine business communications. We are making communications more flexible, intelligent and personal to help enterprises the world over stay ahead. We provide unified communications, contact centers and programmable communications APIs, built on what we believe to be the world's most flexible cloud communications platform. True to our roots as a technology disruptor, our flexible approach helps us better serve the growing collaboration, communications, and customer experience needs of companies, across all communications channels.

For our Business customers, we provide innovative, cloud-based Applications, comprised of integrated voice, text, video, data, collaboration, and mobile applications over our flexible, scalable SIP-based VoIP network. We also offer API solutions designed to enhance the way businesses communicate with their customers by embedding communications into apps, websites and business processes. In combination, our products and services permit our business customers to communicate with their customers and employees through any cloud-connected device, in any place, at any time without the often costly investment required with on-site equipment. We have a robust set of product families tailored to serve the full range of the business value chain, from the SMB market, through mid-market and enterprise markets. We provide customers with multiple deployment options, designed to provide the reliability and quality of service they demand. We provide customers the ability to integrate our cloud communications platform with many cloud-based productivity and CRM solutions, including Google’s G Suite, Zendesk, Salesforce’s Sales Cloud, Oracle, and Clio. With our ability to integrate these cloud-based, workplace tools, Vonage integrates the entire business communications value chain - from employee communications that maximize productivity to the direct engagement with customers that APIs provides. When combined with our MPLS network, as well as voice services over customers' broadband networks via our SmartWan solution, we create a differentiated offering.

We also provide a robust suite of feature-rich residential communication solutions that allow consumers to connect their home phones and mobile phones on one number and we offer attractive international long distance rates that help create a loyal base of satisfied customers.

Customers in the United States represented 68% and 71% of our consolidated revenues for the three months ended June 30, 2020 and 2019 and 69% and 72% for the six months ended June 30, 2020 and 2019, respectively, with the balance in Canada, the United Kingdom, China, Singapore, Netherlands, and other countries around the world.

Unaudited Interim Financial Information

The accompanying unaudited interim condensed consolidated financial statements and information have been prepared in accordance with accounting principles generally accepted in the United States and in accordance with the SEC's regulations for interim financial information and with the instructions for Form 10-Q. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, these financial statements contain all normal and recurring adjustments considered necessary to present fairly the Company's financial position, results of operations, comprehensive income, cash flows, and stockholders’ equity for the periods presented. The results for the six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on February 21, 2020.

Use of Estimates

Our condensed consolidated financial statements and notes thereof 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 current economic environment due to the recent outbreak of the novel coronavirus COVID-19.

VONAGE HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

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 condensed 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 condensed 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.

Reclassifications

Reclassifications have been made to our condensed consolidated financial statements for the prior year periods to conform to classifications used in the current year periods. The reclassifications did not affect results of operations, net assets or cash flows.

Note 2. Summary of Significant Accounting Policies

This footnote should be read in conjunction with the complete description of our significant accounting policies under Note 2, Summary of Significant Accounting Policies to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019.

Service, Access, and Product Cost of Revenues

Service, access, and product cost of revenues excludes depreciation and amortization expense of $11,148 and $9,144 for the three months ended June 30, 2020 and 2019 and $22,304 and $18,562 for the six months ended June 30, 2020 and 2019, respectively. In addition, costs of goods sold included in service, access, and product cost of revenues during the three months ended June 30, 2020 and 2019 were $2,419 and $5,563 and during the six months ended June 30, 2020 and 2019 were $6,095 and $11,191, respectively.

Sales and Marketing Expenses

We incurred advertising costs, which are included in sales and marketing of $14,290 and $16,586 for the three months ended June 30, 2020 and 2019 and $23,750 and $34,336 for the six months ended June 30, 2020 and 2019, respectively.

Fair Value of Financial Instruments

Certain of the Company's other financial instruments, which include cash and cash equivalents, restricted cash, accounts receivable and accounts payable, approximate fair value due to their short-term nature and as such are classified as Level 1. We believe the fair value of our 2018 Credit Facility at June 30, 2020 and December 31, 2019 was approximately the same as its carrying amount 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.

VONAGE HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

We account for financial assets using a framework that establishes a hierarchy that ranks the quality and reliability of the inputs, or assumptions, we use in the determination of fair value, and we classify financial assets and liabilities carried at fair value in one of the following three categories:

•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; and

•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.

As of June 30, 2020 and December 31, 2019, the fair value of the 1.75% convertible senior notes due 2024 (the “Convertible Senior Notes”) was approximately $316,958 and $309,641, respectively. 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.

Supplemental Balance Sheet Information

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to amounts included in the consolidated statements of cash flows:


	As of June 30,						As of December 31,
	2020		2019		2019		2018
Cash and cash equivalents	$	47,565	$	17,963	$	23,620	$	5,057
Restricted cash	2,046		1,679		2,015		2,047
Total cash, cash equivalents and restricted cash	$	49,611	$