| Forward - Looking Statements and Financial Measures 2 This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward - looking statements give our expectations or forecasts of future events and can generally be identified by the u se of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan,” “likely,” “may,” “should” or other words or phrases of similar import. Similarly, statements tha t d escribe our business strategy, outlook, objectives, plans, intentions or goals also are forward - looking statements. Examples of forward - looking statements include, but are not limited to, statements we make regarding, and the guidance we give with respect to, our anticipated operating or financial results and future economic conditions, all of which are subject to risks that include, bu t a re not limited to, our high level of indebtedness; reductions in our credit ratings that limit our ability to access capital markets; increases in market interest rates; the potential for our common st ock to be delisted from trading on Nasdaq for failure to meet minimum continuing listing standards; continuing impacts related to COVID - 19, including variants, labor shortages, reduction in demand f rom clients, supply chain disruption for our reward suppliers and capacity constraints, rising costs or other disruptions in the airline or travel industries; changes in geopolitical conditio ns, including the Russian invasion of Ukraine and related global sanctions and Russian restrictions or actions with respect to local assets; fluctuation in foreign exchange rates; execution of restructuri ng plans and any resulting cost savings; loss of, or reduction in demand for services from, significant clients; loss of active AIR MILES® Reward Program collectors or greater than expected redemptions by the same; unfavorable resolution of pending or future litigation matters; disruption to operations due to the separation from our former parent or failure of the separation to be tax - free; new regulatory limitations related to consumer protection or data privacy limiting our services; and loss of consumer information due to compromised physical or cyber security. We believe that our expectations are based on reasonable assumptions. Forward - looking statements, however, are subject to a numb er of risks and uncertainties that could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release, and no assurance s c an be given that our expectations will prove to have been correct. These risks and uncertainties include, but are not limited to, factors set forth in the Risk Factors section of both (1) our For m 10 - K for the most recently ended fiscal year and (2) any updates in Item 1A, or elsewhere, in our Quarterly Reports on Form 10 - Q filed for periods subsequent to such Form 10 - K or any updates thereto. O ur forward - looking statements speak only as of the date made, and we undertake no obligation, other than as required by applicable law, to update or revise any forward - looking statements, wh ether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise. In addition to the results presented in accordance with generally accepted accounting principles, or GAAP, we may present fin anc ial measures that are non - GAAP measures, such as adjusted EBITDA and constant currency. Adjusted EBITDA eliminates the non - cash depreciation of tangible assets and amortization of intang ible assets, the non - cash effect of stock compensation expense, goodwill impairment, strategic transaction costs and restructuring and other charges. Constant currency excludes the impact o f f luctuations in foreign exchange rates. We calculate constant currency by converting our current period local currency financial results using the prior period exchange rates. No reconcil iat ion is provided with respect to forward looking annual guidance as we cannot reliably predict all necessary components or their impact to reconcile these non - GAAP measures without unreasonable effor t. The events necessitating a non - GAAP adjustment are inherently unpredictable and may have a material impact on our future results. Reconciliations to the most directly comparabl e G AAP financial measures are available in our earnings press release, which is posted in the Press Releases section on our website (www.loyaltyventures.com). |
