Arbinet 425 Business combination disclosure

Filed by Primus Telecommunications Group, Incorporated

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Arbinet Corporation

Commission File No.: 000-51063

1

Investor Presentation

December 2010

************************

************************

**********************

2

Safe Harbor

Important Information and Where to Find It

In

connection

with

the

proposed

merger,

Primus

Telecommunications

Group,

Incorporated

(“Primus”)

will

file

with

the

Securities

and

Exchange

Commission

(“SEC”)

a

Registration

Statement

on

Form

S-4

that

will

include

a

preliminary

proxy

statement

of

Primus

and

Arbinet

Corporation

(“Arbinet”)

that

also

constitutes

a

preliminary

prospectus

of

Primus.

A

definitive

joint

proxy

statement/prospectus

will

be

sent

to

security

holders

of

both

Arbinet

and

Primus

seeking

their

approval

with

respect

to

the

proposed

merger.

Primus

and

Arbinet

also

plan

to

file

other

documents

with

the

SEC

regarding

the

proposed

transaction.

INVESTORS

AND

SECURITY

HOLDERS

ARE

URGED

TO

CAREFULLY

READ

THE

JOINT

PROXY

STATEMENT/PROSPECTUS

AND

OTHER

DOCUMENTS

FILED

WITH

THE

SEC

WHEN

THEY

BECOME

AVAILABLE,

BECAUSE

THEY

WILL

CONTAIN

IMPORTANT

INFORMATION.

Investors

and

security

holders

may

obtain

a

free

copy

of

the

joint

proxy

statement/prospectus

(when

it

becomes

available)

and

other

documents

filed

by

Primus

and

Arbinet

with

the

SEC,

without

charge,

at

the

SEC’s

web

site

at

www.sec.gov.

Copies

of

the

joint

proxy

statement/prospectus,

once

available,

and

each

company’s

SEC

filings

that

will

be

incorporated

by

reference

in

the

joint

proxy

statement/prospectus

may

also

be

obtained

for

free

by

directing

a

request

to:

(i)

Primus

703-748-8050,

or

(ii)

Arbinet

(Andrea

Rose/Jed

Repko

Joele

Frank,

Wilkinson

Brimmer

Katcher

(212) 355-4449).

Participants in the Solicitation

Arbinet,

Primus,

and

their

respective

directors,

executive

officers

and

other

members

of

their

management

and

employees

may

be

deemed

to

be

“participants”

in

the

solicitation

of

proxies

from

their

respective

security

holders

in

connection

with

the

proposed

merger.

Investors

and

security

holders

may

obtain

information

regarding

the

names,

affiliations

and

interests

of

Primus’s

directors,

executive

officers

and

other

members

of

its

management

and

employees

in

Primus’s

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2009,

which

was

filed

with

the

SEC

on

April

5,

2010,

and

amended

in

a

Form

10-K/A

filed

with

the

SEC

on

April

28,

2010,

Primus’s

proxy

statement

for

its

2010

annual

meeting,

which

was

filed

with

the

SEC

on

June

14,

2010,

and

any

subsequent

statements

of

changes

in

beneficial

ownership

on

file

with

the

SEC.

Investors

and

security

holders

may

obtain

information

regarding

the

names,

affiliations

and

interests

of

Arbinet’s

directors,

executive

officers

and

other

members

of

their

management

and

employees

in

Arbinet’s

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2009,

which

was

filed

with

the

SEC

on

March

17,

2010,

Arbinet’s

proxy

statement

for

its

2010

annual

meeting,

which

was

filed

with

the

SEC

on

April

30,

2010,

and

any

subsequent

statements

of

changes

in

beneficial

ownership

on

file

with

the

SEC.

These

documents

can

be

obtained

free

of

charge

from

the

sources

listed

above.

Additional

information

regarding

the

interests

of

these

individuals

will

also

be

included

in

the

joint

proxy

statement/prospectus

regarding

the

proposed

transaction

when

it

becomes

available.

Forward-Looking Statements

This

document

and

related

verbal

statements

include

“forward-looking

statements”

as

defined

by

the

Securities

and

Exchange

Commission.

All

statements,

other

than

statements

of

historical

fact,

included

herein

that

address

activities,

events

or

developments

that

Arbinet

or

Primus

expects,

believes

or

anticipates

will

or

may

occur

in

the

future,

including

anticipated

benefits

and

other

aspects

of

the

proposed

merger,

are

forward-looking

statements.

These

forward-looking

statements

are

subject

to

risks

and

uncertainties

that

may

cause

actual

results

to

differ

materially.

Risks

and

uncertainties

that

could

affect

forward-looking

statements

include,

but

are

not

limited

to,

the

following:

the

risk

that

the

acquisition

of

Arbinet

may

not

be

consummated

for

reasons

including

that

the

conditions

precedent

to

the

completion

of

the

acquisition

may

not

be

satisfied;

the

possibility

that

the

expected

synergies

from

the

proposed

merger

will

not

be

realized,

or

will

not

be

realized

within

the

anticipated

time

period;

the

risk

that

Primus’s

and

Arbinet’s

businesses

will

not

be

integrated

successfully;

the

possibility

of

disruption

from

the

merger

making

it

more

difficult

to

maintain

business

and

operational

relationships;

any

actions

taken

by

either

of

the

companies,

including,

but

not

limited

to,

restructuring

or

strategic

initiatives

(including

capital

investments

or

asset

acquisitions

or

dispositions);

the

ability

to

service

substantial

indebtedness;

the

risk

factors

or

uncertainties

described

from

time

to

time

in

Arbinet’s

filings

with

the

Securities

and

Exchange

Commission;

and

the

risk

factors

or

uncertainties

described

from

time

to

time

in

Primus’s

filings

with

the

Securities

and

Exchange

Commission

(including,

among

others,

those

listed

under

captions

titled

“Management’s

Discussion

and

Analysis

of

Financial

Condition

and

Results

of

Operations

—

Liquidity

and

Capital

Resources

—

Short-

and

Long-Term

Liquidity

Considerations

and

Risks;”

“—

Special

Note

Regarding

Forward-Looking

Statements;”

and

“Risk

Factors”

in

Primus’s

annual

report

on

Form

10-K

and

quarterly

reports

on

Form

10-Q)

that

cover

matters

and

risks

including,

but

not

limited

to:

(a)

a

continuation

or

worsening

of

global

recessionary

economic

conditions,

including

the

effects

of

such

conditions

on

our

customers

and

our

accounts

receivables

and

revenues;

(b)

the

general

fluctuations

in

the

exchange

rates

of

currencies,

particularly

any

strengthening

of

the

United

States

dollar

relative

to

foreign

currencies

of

the

countries

where

we

conduct

our

foreign

operations;

(c)

the

possible

inability

to

raise

additional

capital

or

refinance

indebtedness

when

needed,

or

at

all,

whether

due

to

adverse

credit

market

conditions,

our

credit

profile

or

otherwise;

(d)

a

continuation

or

worsening

of

turbulent

or

weak

financial

and

capital

market

conditions;

(e)

adverse

regulatory

rulings

or

changes

in

the

regulatory

schemes

or

requirements

and

regulatory

enforcement

in

the

markets

in

which

we

operate

and

uncertainty

regarding

the

nature

and

degree

of

regulation

relating

to

certain

services;

and

(f)

successful

implementation

of

cost

reduction

efforts.

Readers

are

cautioned

not

to

place

undue

reliance

on

forward-looking

statements,

which

speak

only

as

of

their

dates.

Except

as

required

by

law,

neither

Arbinet

nor

Primus

intends

to

update

or

revise

its

forward-looking

statements,

whether

as

a

result

of

new

information,

future events or otherwise.

Primus Today

U.S. headquartered international business with operations in Canada,

Australia, the U.S., and Brazil

Provider of voice and data communication services to residential,

business and carrier customers

Growth services: broadband, IP-based voice, on-net local, data and data center

services

Traditional businesses: domestic and international long-distance, off-network local,

prepaid cards and dial-up internet services

Wholesale services: Inter-continental IP and TDM wholesale access and transport

Global reach provided by extensive IP-based network assets

Revenue well distributed by geography, product and customer type

Leading global provider of advanced facilities-based communication solutions

Primus Investment Highlights

Drive profitable growth in areas of long-term sustainable advantage

Scale Canada, Australia, and Global Wholesale

Feed growth businesses: IP-

and data-

based services for enterprises, consumers

Harvest cash flows in traditional businesses

Executing asset portfolio strategy through strategic alternatives

Arbinet

doubles wholesale business and creates unique product set, significant

synergies

Exiting unproductive, non-scalable businesses

Evaluating other M&A opportunities

Generating free cash flow, growing cash balance

Focused on balanced sheet transformation through cash generation,

proceeds of any divestitures

Management team with extensive telco, cable, and data center

experience

The Primus Portfolio –

Sum of the Parts

Adjusted

Adjusted

EBITDA

(US$ 000s)

Revenue

EBITDA

(1)

Capex

less Capex

Canada

$172.4

$34.9

$7.3

$27.6

Australia

205.7

29.8

7.6

22.2

Global Wholesale

137.6

3.2

0.1

3.1

Sub-Total

$515.7

$67.9

$15.0

$52.9

US Retail

$38.8

$4.1

$0.8

$3.3

Brazil

21.3

1.3

0.8

0.4

Corporate / India

-

(7.6)

-

(7.6)

$575.8

$65.7

$16.7

$49.0

Discontinued Operations

36.4

(0.4)

0.3

(0.8)

Severance

-

(6.1)

-

(6.1)

Total

$612.2

$59.2

$17.1

$42.2

YTD Q310

Total before

Discontinued Operations

Canada

30%

Australia

35%

Wholesale

24%

US

7%

Brazil

4%

5

Canada

48%

Australia

41%

Wholesale

4%

US

5%

Brazil

2%

Notes:

1. A non-GAAP financial measure. Definitions and reconciliations between non-GAAP measures and relevant GAAP measures are available in the Appendix and in the Company’s periodic SEC filings.

Primus Canada Highlights

6

•

Headquartered in Toronto,

Ontario

•

C$240M revenue in annualized

revenue

•

800 employees

•

Data centers and sales offices in

BC, Alberta, and Ontario

•

450K customers across the

country

•

70 DSLAMs

(primarily in

Ontario & Quebec)

•

Provide on-net equal access to

~90% of population

•

Call centers in Ontario (Ottawa)

and New Brunswick

Primus Australia Highlights

7

•

Headquartered in Melbourne

•

A$305 million in annualized

revenue

•

575 employees

•

3 Data Centers in Melbourne

and Sydney

•

Offices in Melbourne, Sydney,

Adelaide, Brisbane and Perth

•

250K customers located in all

territories

•

5 carrier-grade voice switches

and 66 points of interconnect

•

281 DSLAMs

primarily in major

cities and surrounding suburbs

•

Central business district metro

fiber in Sydney and Melbourne

Global Wholesale Services

Key

Combination

Considerations:

•

Increased scale in carrier services market

•

Benefits of thexchange

TM

–

Arbinet’s

world-class telecommunications trading platform

•

Added products and services and enhanced access to certain international routes

•

Complementary market presence

•

Synergy potential of $3 million to $7 million (when fully integrated)

•

Consolidation benefits for network and facilities

8

Combined

PRIMUS

Before

(all figures in millions and annualized, except customers)

Carrier

Arbinet

Synergies

Revenue

(1)

$183.4

$330.0

$513.4

Gross Margin

(1)

$10.8

$25.0

$35.8

Gross Margin %

5.9%

7.6%

7.0%

Customers

262

1,237

Minutes of Use

4,340

12,667

(1) Revenue and Gross Margin are presented net of Bad Debt allowance.

YTD Q310 Annualized

Q3 and YTD 2010 Highlights

9

Notes:

All results of operations exclude Discontinued Operations and severance unless otherwise specified.

1.

EBITDA

excludes

impact

of

severance

expenses,

$4.2

million

in

Q310

and

$1.8

million

in

Q110

and

is

a

non-GAAP

financial

measure.

Definitions

and

reconciliations

between

non-GAAP measures and relevant GAAP

measures are available in the Appendix and in the Company’s periodic SEC filings.

2. Free Cash Flow is defined as Cash Flow from Operating Activities less Capital Expenditures.

(US$ 000s)

Q309

Q310

Change

Q309

Q310

Change

Revenue

$194.9

$188.2

($6.7)

$560.2

$575.8

$15.6

Gross Margin

68.1

67.3

(0.8)

196.4

209.0

12.6

Gross Margin %

34.9%

35.8%

0.9%

35.1%

36.3%

1.2%

Adjusted EBITDA

(1)

$21.2

$20.0

($1.2)

$60.7

$65.7

$5.1

EBITDA %

10.9%

10.6%

-0.3%

10.8%

11.4%

0.6%

Capex

3.9

6.4

2.5

9.5

16.7

7.2

Free Cash Flow

(2)

9.1

14.5

5.4

30.3

20.3

(10.0)

Cash Balance

$41.9

$49.6

$7.7

$41.9

$49.6

$7.7

Quarter ended

YTD

Financial Summary

Revenue

Adjusted EBITDA

(1) (2)

Capital Expenditures

Free Cash Flow

(1)

($ Millions)

10

(1)

A non-GAAP financial measure.  Definitions and reconciliations between

non-GAAP measures and relevant GAAP measures are available in the Appendix and in the Company’s periodic SEC filings.

(2)

Adjusted EBITDA excludes impact of severance charges in Q109 ($1.8 million) and Q310 ($4.2 million).

$195

$203

$193

$195

$188

$0

$50

$100

$150

$200

$250

Q309

Q409

Q110

Q210

Q310

-3.3%

% Sequential

Change

5.9 %

4.0%

-4.7%

0.8%

3.4%

% of

Revenue

2.0%

2.7%

2.5%

3.0%

10.6%

% of

Revenue

10.7%

10.8%

11.8%

11.7%

$14

($7)

$13

$6

$9

-$10

-$5

$0

$5

$10

$15

$20

Q309

Q409

Q110

Q210

Q310

$21

$22

$23

$23

$20

$0

$5

$10

$15

$20

$25

Q309

Q409

Q110

Q210

Q310

$6

$6

$5

$6

$4

$0

$2

$4

$6

$8

$10

Q309

Q409

Q110

Q210

Q310

7.4%

% of

Revenue

4.7%

3.0%

6.7%

(3.6)%

Note:

All results of operations exclude Discontinued Operations unless otherwise specified.

11

Canada Overview

Net Revenue

Adjusted EBITDA

(1)

$56.9

$58.0

$57.5

$58.7

$57.4

$0

$25

$50

$75

Q309

Q409

Q110

Q210

Q310

(1)

A non-GAAP financial measure.  Definitions and reconciliations between

non-GAAP measures and relevant GAAP measures are available in the Appendix and in the Company’s periodic SEC filings.  

(0.8)%

59.1

(CAD$)

$63.1

$62.1

$59.8

$59.6

Sequential Change 

(2.0)%

(1.6)%

(3.6)%

(0.4)%

20.0%

(3.3)%

$11.8

(CAD$)

$12.8

$11.8

$12.1

$12.2

Sequential Change 

(7.9)%

(7.8)%

2.5%

0.8%

% of Revenue

20.3%

19.1%

20.2%

20.5%

$11.3

$12.0

$11.6

$11.2

$11.6

$0

$5

$10

$15

$20

Q309

Q409

Q110

Q210

Q310

($Millions)

($Millions)

Most profitable business unit

in the portfolio

Stable EBITDA averaging

20% of net revenue despite

declining revenues

40% and 7% growth year-

over-year in Hosted IP/PBX

and data center revenues,

respectively

Effective cost controls helped

offset the impact of declining

revenues on EBITDA and free

cash flow

12

Australia Overview

Net Revenue

Adjusted EBITDA

(1)

(0.8)%

$75.8

(AUS$)

$76.5

$75.9

$77.3

$76.4

Sequential Change 

(0.9)%

(0.8)%

1.9%

(1.2)%

(1)    A non-GAAP financial measure.  Definitions and reconciliations between

non-GAAP measures and relevant GAAP measures are available in the

Appendix and in the Company’s periodic SEC filings.

13.2%

(2.9)%

$10.0

(AUS$)

$9.8

$9.7

$12.9

$10.3

Sequential Change 

(10.1)%

(1.0)%

33.0%

(20.2)%

% of Revenue

12.9%

12.8%

16.6%

13.5%

$68.4

$69.9

$63.7

$69.0

$67.5

$60

$64

$68

$72

Q309

Q409

Q110

Q210

Q310

$9.0

$9.1

$11.6

$8.8

$8.2

$0

$2

$4

$6

$8

$10

$12

$14

Q309

Q409

Q110

Q210

Q310

($Millions)

($Millions)

Stable revenue stream

Declining residential revenue

replaced by higher margin

business revenue

46% growth year-over-year in

data center revenues and 6%

growth for business revenues in

aggregate

Adjusted EBITDA of 13.2% of

net revenue in Q310 versus

12.9% in Q309

Global Wholesale Overview

Net Revenue

Gross Margin %

(1)

$53.6

$54.9

$46.5

$49.2

$41.9

$0

$20

$40

$60

$80

Q309

Q409

Q110

Q210

Q310

4.1%

3.9%

3.7%

4.9%

5.2%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

Q309

Q409

Q110

Q210

Q310

(1)    A non-GAAP financial measure.  Gross Margin % is defined as Net Revenue less costs of revenue divided by Net Revenue.

(14.9)%

Sequential Change 

6.5%

2.5%

(15.3)%

5.8%

($Millions)

($Millions)

Gross margins, as a percentage

of net revenue, improved 110

basis points to 5.2% in Q310

versus Q309 as we focused on

higher margin US domestic

terminations

Summer seasonality in Europe

had expected effect on

quarterly traffic

Focus on profitability vs.

Revenue drove decision to

prune less profitable traffic

13

Primus’

Other Businesses

United States:

Net Revenue for the quarter decreased $4.1 million year over year to $12.1

million

Adjusted EBITDA for the quarter decreased $1.6 million year over

year to

$0.9 million

Brazil:

Net Revenue for the quarter increased BRR 8.2 million year over year to BRR

15.9 million

Adjusted EBITDA for the quarter remained flat year over year as the

significant increase in revenue was derived from low-margin reseller voice

services

Europe Retail:

All European retail operations classified as “Discontinued Operations”

in the

financial statements

$6.2 million (non-cash) impairment charge for goodwill and long-lived assets,

primarily intangibles established as part of fresh start accounting

Adjusted EBITDA of (€2K) and (€71K) for the third quarters 2010 and 2009,

respectively

15

Foreign Currency Effects

More than 80% of revenue generated outside US

Natural in-country currency hedge

Revenue and costs are largely denominated in each country’s local currency

Impact of currency fluctuations driven by US dollar

remittances from foreign units to service debt

.5688

0.9617

0.9023

Q310

0.5536

0.9602

0.9036

Q110

0.5559

0.9731

0.8835

Q210

0.5800

0.9900

0.9900

As of

11/15/10

Q309

Q409

AUD $

0.8323

0.9087

CAN $

0.9097

0.9460

BRR

0.5335

0.5728

Average Exchange Rate to US$

16

Balance Sheet

($US Millions)

(1)    A non-GAAP financial measure.  Definitions and reconciliations between

non-GAAP measures and relevant GAAP measures are available in the Appendix and in the Company’s periodic SEC filings.

Q309

Q409

Q110

Q210

Q310

Total Debt / LTM Adjusted EBITDA

3.30x

3.15x

2.99x

2.79x

2.81x

Net Debt / LTM Adjusted EBITDA

2.76x

2.63x

2.38x

2.40x

2.24x

Interest Coverage Ratio

2.50x

1.77x

2.45x

2.69x

2.31x

Note:

All results of operations exclude Discontinued Operations and severance unless otherwise specified.

Cash balance of $49.6 million at September 30, 2010

Principal amount of total debt at 9/30/10 was $245.9

million compared to $246.3 million at 6/30/10

Improving leverage ratios

Primus Investment Highlights

Drive profitable growth in areas of long-term sustainable advantage

Scale Canada, Australia, and Global Wholesale

Feed growth businesses: IP-

and data-

based services for enterprises, consumers

Harvest cash flows in traditional businesses

Executing asset portfolio strategy through strategic alternatives

Arbinet

doubles wholesale business and creates unique product set, significant

synergies

Exiting unproductive, non-scalable businesses

Evaluating other M&A opportunities

Generating free cash flow, growing cash balance

Focused on balanced sheet transformation through cash generation,

proceeds of any divestitures

Competitive Landscape

Alog, Diveo, UOL, Locaweb, Transit,

GVT, Datora

Telstra, Optus, AAPT, iiNet, TPG

Bell Canada, Telus, MTS Allstream,

Rogers, COGECO, Shaw, Globalive,

Videotron

Wholesale units of major carriers

Pure plays: Arbinet, Phonetime, 

Vonage, Cbeyond, XO, Paetec, Verizon,

AT&T

Quality

Value

Strong brand identity

Extensive sales staff

Quality of service

Value

Customer care

Strong brand identity

Value

Quality of service

Strong managed services team

Largest geographical internet data

center coverage

Depth of network facilities

Inter-connections

Pricing

Quality of service

Quality of IP-PBX Platform

Value

Geography

Primary Services                  

Primary Competitors

PRIMUS’

Advantages

Data-hosting

VoIP services

Broadband access

Tier 1 international carriers, emerging       multi

national carriers, cable companies and Global

ISPs

Residential

Voice, VOIP

Business

Voice, IP-PBX services

Brazil

Australia

Canada 

Wholesale

U.S.

Residential –

Value Provider

Voice, Broadband, IP, wireless, local

Business –

Full Solution Provider

Voice, broadband, IP, hosting, data, wireless 

MVNO

Residential –

Value Provider

Voice, broadband, local, wireless MVNO

Business –

Full Solution Provider with

SME Focus

Voice, broadband, IP, local, wireless,

hosting services

19

Adjusted EBITDA

Adjusted EBITDA, as defined by us, consists of net income (loss) before

reorganization items, net, share-based compensation expense, depreciation and

amortization, asset impairment expense, gain (loss) on sale or disposal of assets,

interest expense, amortization or accretion on debt discount or premium, gain (loss) on

early extinguishment or restructuring of debt, interest income and other income

(expense), gain (loss) from contingent value rights valuation, foreign currency

transaction gain (loss), income tax benefit (expense), income (expense) attributable to

the non-controlling interest, income (loss) from discontinued operations, net of tax, and

income (loss) from sale of discontinued operations, net of tax.  Our definition of

Adjusted EBITDA may not be similar to Adjusted EBITDA measures presented by

other companies, is not a measurement under generally accepted accounting principles

in the United States, and should be considered in addition to, but not as a substitute for,

the information contained in our statements of operations.  

We believe Adjusted EBITDA is an important performance measurement for our

investors because it gives them a metric to analyze our results exclusive of certain non-

cash items and items which do not directly correlate to our business of selling and

provisioning telecommunications services.  We believe Adjusted EBITDA provides

further insight into our current performance and period to period performance on a

qualitative basis and is a measure that we use to evaluate our results and performance

of our management team.

Free Cash Flow

Free Cash Flow, as defined by us, consists of net cash provided by (used in) operating

activities before reorganization items less net cash used in the purchase of property and

equipment.  Free Cash Flow, as defined above, may not be similar to Free Cash Flow

measures presented by other companies, is not a measurement under generally

accepted accounting principles in the United States, and should be considered in

addition to, but not as a substitute for, the information contained in our consolidated

statements of cash flows. 

We believe Free Cash Flow provides a measure of our ability, after purchases of 

capital and other investments in our infrastructure, to meet scheduled debt principal

payments.  We use Free Cash Flow to monitor the impact of our operations on our cash

reserves and our ability to generate sufficient cash flow to fund our scheduled debt

maturities and other financing activities, including discretionary refinancings and

retirements of debt.  Because Free Cash Flow represents the amount of cash generated

or used in operating activities less amounts used in the purchase of property and

equipment before deductions for scheduled debt maturities and other fixed obligations

(such as capital leases, vendor financing and other long-term obligations), you should

not use it as a measure of the amount of cash available for discretionary expenditures.

Non-GAAP Measures

Note:

All results of operations excluded Discontinued Operations unless otherwise specified.

Three Months

Three Months

Three Months

Ended

Ended

Ended

September 30,

June 30,

September 30,

2010

2010

2009

NET INCOME (LOSS) ATTRIBUTABLE TO

PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

5,080

$         

(13,038)

$      

2,165

$         

Reorganization items, net

-

-

307

Share-based compensation expense

(12)

117

307

Depreciation and amortization

13,641

18,194

18,740

(Gain) loss on sale or disposal of assets

-

(189)

36

Interest expense

8,602

8,733

8,747

Accretion (amortization) on debt premium/discount, net

46

45

-

(Gain) loss on early extinguishment of debt

-

(164)

-

Interest and other (income) expense

(254)

(153)

(160)

(Gain) loss from Contingent Value Rights valuation

(33)

382

4,229

Foreign currency transaction (gain) loss

(14,006)

9,623

(13,448)

Income tax (benefit) expense

(3,238)

(1,883)

(2,121)

Income (expense) attributable to the non-controlling interest

74

(106)

210

(Income) loss from discontinued operations,

net of tax

5,464

1,528

2,110

(Gain) loss from sale of discontinued operations,

net of tax

389

(193)

110

ADJUSTED EBITDA 

15,753

$       

22,896

$       

21,232

$       

NET CASH PROVIDED BY (USED IN)

OPERATING ACTIVITIES BEFORE REORGANIZATION ITEMS

20,865

$       

(1,140)

$        

12,992

$       

Net cash used in purchase of property

and equipment

(6,410)

(5,824)

(3,886)

FREE CASH FLOW

14,455

$       

(6,964)

$        

9,106

$