Vonage 8-K Unaudited Pro Forma Consolidated Statements of Income

EXHIBIT 99.1

VONAGE HOLDINGS CORP.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME

The following unaudited pro forma consolidated statements of income of Vonage Holdings Corp. (the "Company") give effect to the disposition of its Brazil Joint Venture, which was shut sown on March 31, 2015. The Company estimates that it incurred approximately $500,000 in cash charges in the first quarter of 2015 related to contract terminations and severance-related expenses.

The historical financial information of the Company set forth below has been derived from the unaudited consolidated statements of income of the Company included in the Company's Quarterly Reports on Form 10-Q for the quarters ended September 30, 2013, March 31, 2014, June 30, 2014, and September 30, 2014 and the historical audited consolidated statements of income of the Company included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 and December 31, 2014.

The unaudited pro forma consolidated statements of income were prepared as if the disposition had occurred on July1, 2013 as the Brazil Joint Venture began operations in the third quarter of 2013. Pro forma consolidated statements of income for the five most recently completed quarters and the two most recently completed fiscal years are presented because the treatment of the Brazil Joint Venture has not yet been reflected as discontinued operations in the Company's historical information. The Brazil Joint Venture’s assets and net assets were immaterial at December 31, 2014, and accordingly the pro-forma balance sheet has been excluded.

The unaudited pro forma consolidated statements of income have been prepared by the Company's management for illustrative purposes only and is not necessarily indicative of the results of operations that actually would have been realized had the Company disposed of the Brazil Joint Venture during the specified periods. The pro forma adjustments are based upon assumptions that the Company's management believes are reasonable. The pro forma adjustments are based on the information available at the time of the preparation of the unaudited pro forma consolidated statements of income. These statements, including any notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements of the Company included in its Annual Report on Form 10-K for the years ended December 31, 2013 and December 31, 2014, and Quarterly Reports on Form 10-Q for the three months ended September 30, 2013, March 31, 2014, June 30, 2014, and September 30, 2014 filed with the Securities and Exchange Commission.

2

VONAGE HOLDINGS CORP.

UNAUDITED PRO FORMA

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2014

(In thousands, except per share amounts)

				Pro Forma
	As Reported			Adjustment (1)			Pro Forma
Revenues	$	868,953		$	99		$	868,854
Operating Expenses:
Cost of telephony services (excluding depreciation and amortization of $19,330, $0, and $19,330, respectively)	232,053			670			231,383
Cost of goods sold	36,815			315			36,500
Selling, general and administrative	274,750			3,857			270,893
Marketing	226,121			3,628			222,493
Depreciation and amortization	51,407			1,893			49,514
	821,146			10,363			810,783
Income from operations	47,807			(10,264		)	58,071
Other Income (Expense):
Interest income	212			5			207
Interest expense	(6,823		)				(6,823		)
Other expense, net	11						11
	(6,600		)	5			(6,605		)
Income before income tax expense	41,207			(10,259		)	51,466
Income tax expense	(21,760		)	(1		)	(21,759		)
Net income	$	19,447		$	(10,260	)	$	29,707
Plus: Net loss attributable to noncontrolling interest	819			819			—
Net income attributable to Vonage	$	20,266		$	(9,441	)	$	29,707
Net income attributable to Vonage per common share:
Basic	$	0.10					$	0.14
Diluted	$	0.09					$	0.14
Weighted-average common shares outstanding:
Basic	209,822						209,822
Diluted	219,419						219,419

These unaudited pro forma consolidated statements of income reflect all adjustments that, in the opinion of management, are necessary to present fairly the pro forma results of operations.

(1) Adjustments to remove the historical results of Brazil Joint Venture from continuing operations.

3

VONAGE HOLDINGS CORP.

UNAUDITED PRO FORMA

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014

(In thousands, except per share amounts)

				Pro Forma
	As Reported			Adjustment (1)			Pro Forma
Revenues	$	214,737		$	27		$	214,710
Operating Expenses:
Cost of telephony services (excluding depreciation and amortization of $4,704, $0, and $4,704, respectively)	56,807			332			56,475
Cost of goods sold	9,205						9,205
Selling, general and administrative	66,437			951			65,486
Marketing	58,305			1,639			56,666
Depreciation and amortization	12,346			71			12,275
	203,100			2,993			200,107
Income from operations	11,637			(2,966		)	14,603
Other Income (Expense):
Interest income	37						37
Interest expense	(1,680		)				(1,680		)
Other income (expense), net	(2		)				(2		)
	(1,645		)	—			(1,645		)
Income before income tax expense	9,992			(2,966		)	12,958
Income tax expense	(5,627		)	4			(5,631		)
Net income	$	4,365		$	(2,962	)	$	7,327
Plus: Net loss attributable to noncontrolling interest	191			191			—
Net income attributable to Vonage	$	4,556		$	(2,771	)	$	7,327
Net income attributable to Vonage per common share:
Basic	$	0.02					$	0.04
Diluted	$	0.02					$	0.03
Weighted-average common shares outstanding:
Basic	208,580						208,580
Diluted	217,176						217,176

These unaudited pro forma consolidated statements of income reflect all adjustments that, in the opinion of management, are necessary to present fairly the pro forma results of operations.

(1) Adjustments to remove the historical results of Brazil Joint Venture from continuing operations.

4

VONAGE HOLDINGS CORP.

UNAUDITED PRO FORMA

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED JUNE 30, 2014

(In thousands, except per share amounts)

				Pro Forma
	As Reported			Adjustment (1)			Pro Forma
Revenues	$	218,882		$	4		$	218,878
Operating Expenses:
Cost of telephony services (excluding depreciation and amortization of $5,098, $0, and $5,098, respectively)	59,059			117			58,942
Cost of goods sold	9,450						9,450
Selling, general and administrative	66,895			974			65,921
Marketing	59,003			401			58,602
Depreciation and amortization	12,459			14			12,445
	206,866			1,506			205,360
Income from operations	12,016			(1,502		)	13,518
Other Income (Expense):
Interest income	31						31
Interest expense	(1,434		)				(1,434		)
Other income (expense), net	36						36
	(1,367		)	—			(1,367		)
Income before income tax expense	10,649			(1,502		)	12,151
Income tax expense	(5,266		)	(5		)	(5,261		)
Net income	$	5,383		$	(1,507	)	$	6,890
Plus: Net loss attributable to noncontrolling interest	135			135			—
Net income attributable to Vonage	$	5,518		$	(1,372	)	$	6,890
Net income attributable to Vonage per common share:
Basic	$	0.03					$	0.03
Diluted	$	0.02					$	0.03
Weighted-average common shares outstanding:
Basic	211,390						211,390
Diluted	221,002						221,002

These unaudited pro forma consolidated statements of income reflect all adjustments that, in the opinion of management, are necessary to present fairly the pro forma results of operations.

(1) Adjustments to remove the historical results of Brazil Joint Venture from continuing operations.

5

VONAGE HOLDINGS CORP.

UNAUDITED PRO FORMA

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(In thousands, except per share amounts)

				Pro Forma
	As Reported			Adjustment (1)			Pro Forma
Revenues	$	220,733					$	220,733
Operating Expenses:
Cost of telephony services (excluding depreciation and amortization of $5,154, $0 and $5,154, respectively)	59,442			22			59,420
Cost of goods sold	9,739						9,739
Selling, general and administrative	71,628			938			70,690
Marketing	57,264			307			56,957
Depreciation and amortization	12,338			12			12,326
	210,411			1,279			209,132
Income from operations	10,322			(1,279		)	11,601
Other Income (Expense):
Interest income	91						91
Interest expense	(2,077		)				(2,077		)
Other expense, net	(13		)				(13		)
	(1,999		)	—			(1,999		)
Income before income tax expense	8,323			(1,279		)	9,602
Income tax expense	(4,118		)				(4,118		)
Net income	$	4,205		$	(1,279	)	$	5,484
Plus: Net loss attributable to noncontrolling interest	383			383			—
Net income attributable to Vonage	$	4,588		$	(896	)	$	5,484
Net income attributable to Vonage per common share:
Basic	$	0.02					$	0.03
Diluted	$	0.02					$	0.02
Weighted-average common shares outstanding:
Basic	212,195						212,195
Diluted	225,187						225,187

These unaudited pro forma consolidated statements of income reflect all adjustments that, in the opinion of management, are necessary to present fairly the pro forma results of operations.

(1) Adjustments to remove the historical results of Brazil Joint Venture from continuing operations.

6

VONAGE HOLDINGS CORP.

UNAUDITED PRO FORMA

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2013

(In thousands, except per share amounts)

				Pro Forma
	As Reported			Adjustment (1)			Pro Forma
Revenues	$	829,067					$	829,067
Operating Expenses:
Cost of telephony services (excluding depreciation and amortization of $14,892, $0, and $14,892, respectively)	237,294			50			237,244
Cost of goods sold	37,586						37,586
Selling, general and administrative	238,720			1,564			237,156
Marketing	227,052						227,052
Depreciation and amortization	36,066			12			36,054
	776,718			1,626			775,092
Income from operations	52,349			(1,626		)	53,975
Other Income (Expense):
Interest income	307						307
Interest expense	(6,557		)				(6,557		)
Other expense, net	(104		)				(104		)
	(6,354		)	—			(6,354		)
Income before income tax expense	45,995			(1,626		)	47,621
Income tax expense	(18,194		)				(18,194		)
Net income	$	27,801		$	(1,626	)	$	29,427
Plus: Net loss attributable to noncontrolling interest	488			488			—
Net income attributable to Vonage	$	28,289		$	(1,138	)	$	29,427
Net income attributable to Vonage per common share:
Basic	$	0.13					$	0.14
Diluted	$	0.13					$	0.13
Weighted-average common shares outstanding:
Basic	211,563						211,563
Diluted	220,520						220,520

These unaudited pro forma consolidated statements of income reflect all adjustments that, in the opinion of management, are necessary to present fairly the pro forma results of operations.

(1) Adjustments to remove the historical results of Brazil Joint Venture from continuing operations.

7

VONAGE HOLDINGS CORP.

UNAUDITED PRO FORMA

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013

(In thousands, except per share amounts)

				Pro Forma
	As Reported			Adjustment (1)			Pro Forma
Revenues	$	203,984					$	203,984
Operating Expenses:
Cost of telephony services (excluding depreciation and amortization of $3,522, $0, and $3,522, respectively)	58,500						58,500
Cost of goods sold	9,535						9,535
Selling, general and administrative	59,134			739			58,395
Marketing	59,133						59,133
Depreciation and amortization	8,459						8,459
	194,761			739			194,022
Income from operations	9,223			(739		)	9,962
Other Income (Expense):
Interest income	97						97
Interest expense	(1,509		)				(1,509		)
Other income (expense), net	(15		)				(15		)
	(1,427		)	—			(1,427		)
Income before income tax expense	7,796			(739		)	8,535
Income tax expense	(3,811		)				(3,811		)
Net income	$	3,985		$	(739	)	$	4,724
Plus: Net loss attributable to noncontrolling interest	222			222			—
Net income attributable to Vonage	$	4,207		$	(517	)	$	4,724
Net income attributable to Vonage per common share:
Basic	$	0.02					$	0.02
Diluted	$	0.02					$	0.02
Weighted-average common shares outstanding:
Basic	209,589						209,589
Diluted	217,059						217,059

These unaudited pro forma consolidated statements of income reflect all adjustments that, in the opinion of management, are necessary to present fairly the pro forma results of operations.

(1) Adjustments to remove the historical results of Brazil Joint Venture from continuing operations.

8