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Posted by / 19-Oct-2017 20:03

The exclusion of these charges and costs in future periods will have a significant impact on the combined company's Adjusted EBITDA.

Spark and Elite Singles are not able to provide a reconciliation of the combined company's non-GAAP financial guidance to the corresponding U. GAAP measure without unreasonable effort because of the uncertainty and variability of the nature and amount of these future charges and costs.

The new public entity is expected to be listed on the NYSE MKT exchange through an American Depositary Receipt ("ADR").

Jeronimo Folgueira, CEO of Elite Singles, will serve as Chief Executive Officer and Robert O'Hare, Spark's Chief Financial Officer, will continue in that role with the combined company.

Michael Schrezenmaier, Managing Director of Elite Singles, will become Chief Operating Officer.

Replay:" data-reactid="32"Non-GAAP Financial Metrics Adjusted EBITDA guidance for 2018 for the combined company does not include certain charges and costs.

The adjustments to EBITDA in future periods are generally expected to be similar to the kinds of charges and costs excluded from Adjusted EBITDA in prior quarters, such as (i) non-cash items such as stock-based compensation, asset impairments, non-cash currency translation adjustments related to an inter-company loan and (ii) one-time items that have not occurred in the past two years and are not expected to recur in the next two years.

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The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) the possibility that the proposed transaction does not close when expected or at all because required shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; (ii) changes in Spark's share price before closing, including as a result of the financial performance of Elite Singles prior to closing, or more generally due to broader stock market movements, and the performance of peer group companies; (iii) the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Spark and Elite Singles operate; (iv) the ability to promptly and effectively integrate the businesses of Spark and Elite Singles; (v) the reaction to the transaction of the companies' customers, employees and counterparties; (vi) diversion of management time on merger-related issues; (vii) lower-than-expected revenues, credit quality deterioration or a reduction in net earnings; and (viii) other risks that are described in Spark's public filings with the SEC.

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