INNOVATE (VATE) 8-K Completion of Acquisition or Disposition of Assets

Exhibit 99.1

PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

On May 31, 2012, Primus Telecommunications Group, Incorporated (the “Company”) completed the sale of 100% of the outstanding equity of Primus Telecom Holdings Pty Ltd. (“Primus Australia”), an indirect wholly owned subsidiary of the Company, to M2 Telecommunications Group Ltd. (“M2”), an Australian telecommunications company. The purchase price before adjustment is approximately $AUD 192.4 million (or approximately $US 195.7 million giving effect to a currency hedge that the Company put in place). The purchase price is subject to a customary post-closing net working capital adjustment. PTGi estimates it will realize net proceeds of approximately $US 193.2 million after expenses.

The following unaudited pro forma consolidated financial information is presented to illustrate the effect of the Company’s disposition of Primus Australia on its historical financial position and operating results. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2012 is based on the historical statements of the Company as of March 31, 2012 after giving effect to the transaction as if the disposition had occurred on March 31, 2012. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2012 and 2011, the years ended December 31, 2011 and 2010 and the six months ended December 31, 2009 and July 1, 2009 are based on the historical financial statements of the Company after giving effect to the transaction as if the disposition had occurred on January 1, 2009. The unaudited pro forma consolidated financial information should be read in conjunction with the Company’s historical consolidated financial statements and notes thereto contained in the Company’s 2011 Annual Report on Form 10–K, filed on March 15, 2012 and Quarterly Report on Form 10-Q for the three months ended March 31, 2012, filed on May 10, 2012.

The preparation of the unaudited pro forma consolidated financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the use of estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates.

The unaudited pro forma consolidated financial information is provided for illustrative purposes only and does not purport to represent what the actual results of operations would have been had the transaction occurred on the respective date assumed, nor is it necessarily indicative of the Company’s future operating results. However, the pro forma adjustments reflected in the accompanying unaudited pro forma consolidated financial information reflect estimates and assumptions that the Company’s management believes to be reasonable. Based on the March 31, 2012 unaudited pro forma condensed consolidated balance sheet, the Company has calculated an estimated book gain of $77 million from the sale of Australia.

PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

	As Reported			Pro Forma Adjustments						Pro Forma
	March 31, 2012			Primus Australia Operations (a)			Other Adjustments			March 31, 2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	46,181		$	(9,169	)	$	193,200	(b)	$	230,212
Accounts receivable (net of allowance for doubtful accounts receivable)		71,880			(29,479	)		—			42,401
Prepaid expenses and other current assets		17,566			(3,708	)		—			13,858
Total current assets		135,627			(42,356	)		193,200			286,471
RESTRICTED CASH		12,287			(10,957	)		—			1,330
PROPERTY AND EQUIPMENT – Net		152,368			(76,051	)		—			76,317
GOODWILL		71,479			(1,989	)		—			69,490
OTHER INTANGIBLE ASSETS – Net		133,561			(8,938	)		(39,200	)(c)		85,423
OTHER ASSETS		32,058			(1,581	)					30,477
TOTAL ASSETS	$	537,380		$	(141,872	)	$	154,000		$	549,508
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	40,724		$	(12,108	)	$	—		$	28,616
Accrued interconnection costs		23,824			(11,728	)		—			12,096
Deferred revenue		12,055			(2,074	)		—			9,981
Accrued expenses and other current liabilities		41,002			(13,100	)		—			27,902
Accrued income taxes		7,876			—			—			7,876
Accrued interest		11,150			(155	)		—			10,995
Current portion of long-term obligations		2,289			(2,147	)		—			142
Total current liabilities		138,920			(41,312	)		—			97,608
LONG-TERM OBLIGATIONS		243,786			(7,602	)		—			236,184
DEFERRED TAX LIABILITY		31,843			(428	)		(15,249	)(c)		16,166
CONTINGENT VALUE RIGHTS		23,386			—			—			23,386
OTHER LIABILITIES		2,502			—			—			2,502
Total liabilities		440,437			(49,342	)		(15,249	)		375,846
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock		—			—			—			—
Common stock		14			—			—			14
Additional paid-in capital		143,595			—			—			143,595
								193,200	(b)
Accumulated deficit		(57,943	)		(92,530	)		(23,951	)(c)		18,776
Treasury stock, at cost		(378	)		—			—			(378	)
Accumulated other comprehensive income		3,410			—			—			3,410
Total stockholders’ equity before noncontrolling interest		88,698			(92,530	)		169,249			165,417
Noncontrolling interest		8,245			—			—			8,245
Total stockholders’ equity		96,943			(92,530	)		169,249			173,662
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	537,380		$	(141,872	)	$	154,000		$	549,508

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	As Reported			Pro Forma Adjustments						Pro Forma
	Three Months Ended			Primus Australia			Other			Three Months Ended
	March 31, 2012			Operations (d)			Adjustments			March 31, 2012
NET REVENUE	$	234,692		$	(70,129	)	$	—		$	164,563
OPERATING EXPENSES
Cost of revenue (exclusive of depreciation included below)		162,496			(39,430	)		—			123,066
Selling, general and administrative		53,868			(19,343	)		—			34,525
Depreciation and amortization		14,519			(5,356	)		—			9,163
(Gain) loss on sale or disposal of assets		864			(318	)		—			546
Goodwill impairment		—			—			—			—
Total operating expenses		231,747			(64,447	)		—			167,300
INCOME (LOSS) FROM OPERATIONS		2,945			(5,682	)		—			(2,737	)
INTEREST EXPENSE		(7,127	)		240			—			(6,887	)
ACCRETION (AMORTIZATION) ON DEBT PREMIUM/DISCOUNT, net		(57	)		—			—			(57	)
GAIN (LOSS) FROM CONTINGENT VALUE RIGHTS VALUATION		(7,190	)		—			—			(7,190	)
INTEREST INCOME AND OTHER INCOME (EXPENSE), net		158			(222	)		—			(64	)
FOREIGN CURRENCY TRANSACTION GAIN (LOSS)		4,745			(2,590	)		(175	)(e)		1,980
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(6,526	)		(8,254	)		(175	)		(14,955	)
INCOME TAX BENEFIT (EXPENSE)		(86	)		1,192			—			1,106
INCOME (LOSS) FROM CONTINUING OPERATIONS		(6,612	)		(7,062	)		(175	)		(13,849	)
Less: Net (income) loss attributable to the noncontrolling interest		(106	)		—			—			(106	)
INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS OF PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED	$	(6,718	)	$	(7,062	)	$	(175	)	$	(13,955	)
BASIC INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations attributable to Primus Telecommunications Group, Incorporated	$	(0.49	)							$	(1.02	)
DILUTED INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations attributable to Primus Telecommunications Group, Incorporated	$	(0.49	)							$	(1.02	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		13,744									13,744
Diluted		13,744									13,744

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	As Reported			Pro Forma Adjustments						Pro Forma
	Three Months Ended			Primus Australia			Other			Three Months Ended
	March 31, 2011			Operations (d)			Adjustments			March 31, 2011
NET REVENUE	$	216,952		$	(71,732	)	$	—		$	145,220
OPERATING EXPENSES
Cost of revenue (exclusive of depreciation included below)		146,847			(43,475	)		—			103,372
Selling, general and administrative		53,095			(19,192	)		—			33,903
Depreciation and amortization		14,940			(5,265	)		—			9,675
(Gain) loss on sale or disposal of assets		53			(54	)		—			(1	)
Goodwill impairment		14,679			—			—			14,679
Total operating expenses		229,614			(67,986	)		—			161,628
INCOME (LOSS) FROM OPERATIONS		(12,662	)		(3,746	)		—			(16,408	)
INTEREST EXPENSE		(8,679	)		11			—			(8,668	)
ACCRETION (AMORTIZATION) ON DEBT PREMIUM/DISCOUNT, net		(50	)		—			—			(50	)
GAIN (LOSS) FROM CONTINGENT VALUE RIGHTS VALUATION		(4,384	)		—			—			(4,384	)
INTEREST INCOME AND OTHER INCOME (EXPENSE), net		(87	)		(215	)		—			(302	)
FOREIGN CURRENCY TRANSACTION GAIN (LOSS)		4,048			(1,276	)		(126	)(e)		2,646
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(21,814	)		(5,226	)		(126	)		(27,166	)
INCOME TAX BENEFIT (EXPENSE)		830			(255	)		—			575
INCOME (LOSS) FROM CONTINUING OPERATIONS		(20,984	)		(5,481	)		(126	)		(26,591	)
Less: Net (income) loss attributable to the noncontrolling interest		1,367			—			—			1,367
INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS OF PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED	$	(19,617	)	$	(5,481	)	$	(126	)	$	(25,224	)
BASIC INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations attributable to Primus Telecommunications Group, Incorporated	$	(1.76	)							$	(2.26	)
DILUTED INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations attributable to Primus Telecommunications Group, Incorporated	$	(1.76	)							$	(2.26	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		11,148									11,148
Diluted		11,148									11,148

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	As Reported			Pro Forma Adjustments						Pro Forma
	Year Ended			Primus Australia			Other			Year Ended
	December 31, 2011			Operations (d)			Adjustments			December 31, 2011
NET REVENUE	$	989,259		$	(286,462	)	$	—		$	702,797
OPERATING EXPENSES
Cost of revenue (exclusive of depreciation included below)		695,738			(170,008	)		—			525,730
Selling, general and administrative		214,585			(75,571	)		—			139,014
Depreciation and amortization		64,450			(22,458	)		—			41,992
(Gain) loss on sale or disposal of assets		(12,944	)		(37	)		—			(12,981	)
Goodwill impairment		14,679			—			—			14,679
Total operating expenses		976,508			(268,074	)		—			708,434
INCOME (LOSS) FROM OPERATIONS		12,751			(18,388	)		—			(5,637	)
INTEREST EXPENSE		(32,506	)		1,601			—			(30,905	)
ACCRETION (AMORTIZATION) ON DEBT PREMIUM/DISCOUNT, net		(213	)		—			—			(213	)
GAIN (LOSS) ON EARLY EXTINGUISHMENT OR RESTRUCTURING OF DEBT		(7,346	)		—			—			(7,346	)
GAIN (LOSS) FROM CONTINGENT VALUE RIGHTS VALUATION		2,902			—			—			2,902
INTEREST INCOME AND OTHER INCOME (EXPENSE), net		(127	)		(875	)		—			(1,002	)
FOREIGN CURRENCY TRANSACTION GAIN (LOSS)		(2,661	)		(262	)		429	(e)		(2,494	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE REORGANIZATION ITEMS AND INCOME TAXES		(27,200	)		(17,924	)		429			(44,695	)
REORGANIZATION ITEMS, net		—			—			—			—
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(27,200	)		(17,924	)		429			(44,695	)
INCOME TAX BENEFIT (EXPENSE)		(869	)		(413	)		—			(1,282	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		(28,069	)		(18,337	)		429			(45,977	)
Less: Net (income) loss attributable to the noncontrolling interest		(5,461	)		—			—			(5,461	)
INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS OF PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED	$	(33,530	)	$	(18,337	)	$	429		$	(51,438	)
BASIC INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations attributable to Primus Telecommunications Group, Incorporated	$	(2.58	)							$	(3.96	)
DILUTED INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations attributable to Primus Telecommunications Group, Incorporated	$	(2.58	)							$	(3.96	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		12,994									12,994
Diluted		12,994									12,994

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	As Reported			Pro Forma Adjustments						Pro Forma
	Year Ended			Primus Australia			Other			Year Ended
	December 31, 2010			Operations (d)			Adjustments			December 31, 2010
NET REVENUE	$	737,262		$	(276,614	)	$	—		$	460,648
OPERATING EXPENSES
Cost of revenue (exclusive of depreciation included below)		466,045			(168,831	)		—			297,214
Selling, general and administrative		194,887			(69,119	)		—			125,768
Depreciation and amortization		64,427			(23,856	)		—			40,571
(Gain) loss on sale or disposal of assets		196			(392	)		—			(196	)
Goodwill impairment		—			—			—			—
Total operating expenses		725,555			(262,198	)		—			463,357
INCOME (LOSS) FROM OPERATIONS		11,707			(14,416	)		—			(2,709	)
INTEREST EXPENSE		(35,441	)		74			—			(35,367	)
ACCRETION (AMORTIZATION) ON DEBT PREMIUM/DISCOUNT, net		(183	)		—			—			(183	)
GAIN (LOSS) ON EARLY EXTINGUISHMENT OR RESTRUCTURING OF DEBT		164			—			—			164
GAIN (LOSS) FROM CONTINGENT VALUE RIGHTS VALUATION		(13,737	)		—			—			(13,737	)
INTEREST INCOME AND OTHER INCOME (EXPENSE), net		674			(842	)		—			(168	)
FOREIGN CURRENCY TRANSACTION GAIN (LOSS)		16,413			(10,396	)		(2,738	)(e)		3,279
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE REORGANIZATION ITEMS AND INCOME TAXES		(20,403	)		(25,580	)		(2,738	)		(48,721	)
REORGANIZATION ITEMS, net		1			—			—			1
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(20,402	)		(25,580	)		(2,738	)		(48,720	)
INCOME TAX BENEFIT (EXPENSE)		9,085			(2,570	)		—			6,515
INCOME (LOSS) FROM CONTINUING OPERATIONS		(11,317	)		(28,150	)		(2,738	)		(42,205	)
Less: Net (income) loss attributable to the noncontrolling interest		105			—			—			105
INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS OF PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED	$	(11,212	)	$	(28,150	)	$	(2,738	)	$	(42,100	)
BASIC INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations attributable to Primus Telecommunications Group, Incorporated	$	(1.15	)							$	(4.33	)
DILUTED INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations attributable to Primus Telecommunications Group, Incorporated	$	(1.15	)							$	(4.33	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		9,721									9,721
Diluted		9,721									9,721

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	As Reported			Pro Forma Adjustments						Pro Forma
	Six Months Ended			Primus Australia			Other			Six Months Ended
	December 31, 2009			Operations (d)			Adjustments			December 31, 2009
NET REVENUE	$	389,072		$	(132,656	)	$	—		$	256,416
OPERATING EXPENSES
Cost of revenue (exclusive of depreciation included below)		253,299			(83,555	)		—			169,744
Selling, general and administrative		93,541			(32,113	)		—			61,428
Depreciation and amortization		36,284			(13,959	)		—			22,325
(Gain) loss on sale or disposal of assets		102			(91	)		—			11
Goodwill impairment		—			—			—			—
Total operating expenses		383,226			(129,718	)		—			253,508
INCOME (LOSS) FROM OPERATIONS		5,846			(2,938	)		—			2,908
INTEREST EXPENSE		(17,255	)		278			—			(16,977	)
ACCRETION (AMORTIZATION) ON DEBT PREMIUM/DISCOUNT, net		(3	)		—			—			(3	)
GAIN (LOSS) ON EARLY EXTINGUISHMENT OR RESTRUCTURING OF DEBT		(4,146	)		—			—			(4,146	)
GAIN (LOSS) FROM CONTINGENT VALUE RIGHTS VALUATION		(2,804	)		—			—			(2,804	)
INTEREST INCOME AND OTHER INCOME (EXPENSE), net		476			(300	)		—			176
FOREIGN CURRENCY TRANSACTION GAIN (LOSS)		19,566			(22	)		(10,759	)(e)		8,785
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE REORGANIZATION ITEMS AND INCOME TAXES		1,680			(2,982	)		(10,759	)		(12,061	)
REORGANIZATION ITEMS, net		(421	)		(1,799	)		—			(2,220	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		1,259			(4,781	)		(10,759	)		(14,281	)
INCOME TAX BENEFIT (EXPENSE)		10,180			(253	)		—			9,927
INCOME (LOSS) FROM CONTINUING OPERATIONS		11,439			(5,034	)		(10,759	)		(4,354	)
Less: Net (income) loss attributable to the noncontrolling interest		(333	)		—			—			(333	)
INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS OF PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED	$	11,106		$	(5,034	)	$	(10,759	)	$	(4,687	)
BASIC INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations attributable to Primus Telecommunications Group, Incorporated	$	1.15								$	(0.49	)
DILUTED INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations attributable to Primus Telecommunications Group, Incorporated	$	1.14								$	(0.48	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		9,600									9,600
Diluted		9,800									9,800

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	Predecessor									Predecessor
	As Reported			Pro Forma Adjustments						Pro Forma
	Six Months Ended July 1, 2009			Primus Australia Operations (d)			Other Adjustments			Six Months Ended July 1, 2009
NET REVENUE	$	358,999		$	(110,502	)	$	—		$	248,497
OPERATING EXPENSES
Cost of revenue (exclusive of depreciation included below)		232,436			(69,447	)		—			162,989
Selling, general and administrative		87,134			(26,448	)		—			60,686
Depreciation and amortization		11,470			(4,532	)		—			6,938
(Gain) loss on sale or disposal of assets		(43	)		(80	)		—			(123	)
Goodwill impairment		—			—			—			—
Total operating expenses		330,997			(100,507	)		—			230,490
INCOME (LOSS) FROM OPERATIONS		28,002			(9,995	)		—			18,007
INTEREST EXPENSE		(14,072	)		378			—			(13,694	)
ACCRETION (AMORTIZATION) ON DEBT PREMIUM/DISCOUNT, net		189			—			—			189
GAIN (LOSS) ON EARLY EXTINGUISHMENT OR RESTRUCTURING OF DEBT		—			—			—			—
GAIN (LOSS) FROM CONTINGENT VALUE RIGHTS VALUATION		—			—			—			—
INTEREST INCOME AND OTHER INCOME (EXPENSE), net		363			(281	)		—			82
FOREIGN CURRENCY TRANSACTION GAIN (LOSS)		20,332			47			(15,551	)(e)		4,828
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE REORGANIZATION ITEMS AND INCOME TAXES		34,814			(9,851	)		(15,551	)		9,412
REORGANIZATION ITEMS, net		422,947			(20,940	)		—			402,007
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		457,761			(30,791	)		(15,551	)		411,419
INCOME TAX BENEFIT (EXPENSE)		(4,074	)		—			—			(4,074	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		453,687			(30,791	)		(15,551	)		407,345
Less: Net (income) loss attributable to the noncontrolling interest		32			—			—			32
INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS OF PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED	$	453,719		$	(30,791	)	$	(15,551	)	$	407,377
BASIC INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations attributable to Primus Telecommunications Group, Incorporated	$	3.18								$	2.85
DILUTED INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations attributable to Primus Telecommunications Group, Incorporated	$	2.62								$	2.35
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		142,695									142,695
Diluted		173,117									173,117

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pro Forma Adjustments

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2012 includes the following adjustments:

(a) To reflect the disposition of Primus Australia’s specified balance sheet accounts as of March 31, 2012.

(b) To reflect the cash received from M2 for the sale of Primus Australia, net of transaction costs directly related to the sale.

(c) To reflect the sale of the Company’s Trademark attributable to Primus Australia, net of deferred taxes, to M2.

The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2012 and 2011, the years ended December 31, 2011 and 2010 and the six months ended December 31, 2009 and July 1, 2009 includes the following adjustments:

(d) To reflect the removal of the operating results of Primus Australia as if the transaction occurred on January 1, 2009.

(e) To reflect the removal of foreign exchange gains and losses on intercompany balances with Primus Australia that had been recorded at the parent level.