1 Forward-Looking Statements This presentation contains forward-looking statements or information which reflect our expectations regarding possible events, conditions, our future growth, results of operations, performance, and business prospects and opportunities. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause our actual results in future periods to differ materially from those expressed or implied by such forward-looking statements, including risks related to our ability to complete the proposed acquisition of Banner and the related equity and debt financings; integration of and achievement of our intended objectives with respect to our acquisition of Banner; and compliance with our debt covenants and our debt service obligations. For additional information regarding risks and uncertainties that could affect our business, please see our 2011 Form 10-K and our subsequent filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators. Accordingly, you are cautioned not to place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof, and except as required by law, we assume no obligation to update or revise them to reflect new events or circumstances. Use of Non-GAAP Financial Measures References in these slides to "Adjusted EBITDA" are to income (loss) before discontinued operations before repositioning expenses, interest expense, net, foreign exchange losses reclassified from other comprehensive income, refinancing expenses, gains and losses on sale of fixed assets, gain on extinguishment of debt, income taxes, asset impairment charge, depreciation and amortization and other income and expenses. References in these slides to "EBITDA per the Debt Commitment Letter" are to Adjusted EBITDA adjusted for certain non-cash or other costs, including stock-based compensation expenses, consulting fees and executive severance, cost savings, on a pro forma basis, from transformational initiatives implemented by management and the estimated annualized cost savings from the acquisition. Since Adjusted EBITDA and EBITDA per the Debt Commitment Letter are non-GAAP measures that do not have a standardized meaning, they may not be comparable to similar measures presented by other issuers. You are cautioned that these non-GAAP measures are not based on any comprehensive set of accounting rules or principles and should be considered only in conjunction with, and not as a substitute for, or superior to, income (loss) before discontinued operations determined in accordance with GAAP as indicators of performance, and EBITDA per the Debt Commitment Letter should be considered only in conjunction with, and not as a substitute for, or superior to, operating cash flow as an indicator of liquidity. Reconciliations of these non-GAAP measures to their closest U.S. GAAP measures are included in the Appendix to this presentation. |