Cineplex Completes Sale of Player One Amusement Group
Transaction Represents a Meaningful Gain for Cineplex and an Important Step Towards its Capital Structure Plans
TORONTO , Feb. 1, 2024 /CNW/ - (TSX: CGX) – Cineplex Inc. ("Cineplex"), Cineplex, a leading entertainment and media company announced today that it has completed the previously announced sale of its amusement solutions business, Player One Amusement Group ("P1AG"), to private equity firm, OpenGate Capital ("OpenGate").
OpenGate acquired all issued and outstanding common shares of P1AG for a total purchase price of $155 million in cash, subject to customary post-closing adjustments (the "Transaction"). As part of the Transaction, Cineplex and P1AG entered into a long-term agreement where P1AG will continue to supply and service amusement games in Cineplex's theatres and location-based entertainment venues. As previously disclosed, Cineplex intends to use the net proceeds from the Transaction to pay against the Company's credit facility.
"The sale of P1AG represents a meaningful gain for Cineplex and an important step towards accelerating the Company's focus on deleveraging and evaluating options to optimize its capital structure," said Ellis Jacob, President & CEO, Cineplex. "We would like to thank the P1AG management team, and all employees across North America for their commitment, dedication, and help in expanding and creating more value for Cineplex and our investors."
Cineplex will present P1AG as a discontinued operation on a retrospective basis until the closing date during the quarter ending March 31, 2024. Included as exhibits to this release are the changes to select previously reported financial information, reflecting P1AG as a discontinued operation.
Summary of Quarterly Results (in thousands of dollars except per share, per patron, theatre attendance and theatre location and screen data, unless otherwise noted):
Revised 2023 (ii)
Revised 2022 (ii)
Q3
Q2
Q1
Q4
Q3
Q2
Q1
(ii)
(ii)
(ii)
(ii)
(ii)
(ii)
(ii)
Revenues
Box office revenues
$ 188,233
$ 164,491
$ 123,338
$ 120,248
$ 124,700
$ 136,372
$ 79,952
Food service revenues
146,228
131,392
101,076
97,168
105,193
110,637
68,388
Media revenues
28,957
26,100
22,296
44,553
25,224
26,406
15,545
Amusement revenues
26,158
21,686
26,161
20,643
24,066
20,626
15,585
Other revenues
24,964
24,252
18,484
27,308
15,113
10,740
14,414
414,540
367,921
291,355
309,920
294,296
304,781
193,884
Expenses
Film cost
101,510
90,471
66,074
63,567
66,356
69,958
39,016
Cost of food service
33,220
30,744
24,237
22,671
24,839
25,335
14,857
Depreciation - right-of-use assets
21,894
21,971
21,533
22,799
22,618
23,966
24,129
Depreciation and amortization - other
21,959
22,230
22,873
22,179
22,236
22,629
22,422
Loss (gain) on disposal of assets
128
336
893
(3,327)
(49,879)
(4,654)
112
Other costs
162,885
158,431
147,061
153,835
149,507
140,748
109,493
Reversal of impairment of long-lived assets
—
—
—
(19,880)
—
—
—
341,596
324,183
282,671
261,844
235,677
277,982
210,029
Subtotal
$ 72,944
$ 43,738
$ 8,684
$ 48,076
$ 58,619
$ 26,799
$ (16,145)
Adjusted EBITDA (i)
$ 116,448
$ 87,893
$ 52,719
$ 67,744
$ 53,094
$ 68,835
$ 30,495
Adjusted EBITDAaL (i)
$ 74,614
$ 47,194
$ 11,377
$ 25,830
$ 11,429
$ 27,646
$ (10,704)
Net (loss) income from continuing operations
$ 24,467
$ 158,863
$ (33,177)
$ 9,572
$ 27,093
$ (2,622)
$ (43,722)
Net income from discontinued operations
5,279
17,682
3,004
596
3,764
3,935
1,497
Net (loss) income
$ 29,746
$ 176,545
$ (30,173)
$ 10,168
$ 30,857
$ 1,313
$ (42,225)
Earnings (loss) per share from continuing operations - basic
$ 0.39
$ 2.51
$ (0.52)
$ 0.15
$ 0.43
$ (0.04)
$ (0.69)
Earnings per share from discontinued operations - basic
$ 0.08
$ 0.28
$ 0.04
$ 0.01
$ 0.06
$ 0.06
$ 0.02
Earnings (loss) per share - basic
$ 0.47
$ 2.79
$ (0.48)
$ 0.16
$ 0.49
$ 0.02
$ (0.67)
Earnings (loss) per share from continuing operations - diluted
$ 0.34
$ 1.80
$ (0.52)
$ 0.15
$ 0.39
$ (0.04)
$ (0.69)
Earnings per share from discontinued operations - diluted
$ 0.06
$ 0.19
$ 0.04
$ 0.01
$ 0.04
$ 0.06
$ 0.02
Earnings (loss) per share - diluted
$ 0.40
$ 1.99
$ (0.48)
$ 0.16
$ 0.43
$ 0.02
$ (0.67)
Cash provided by (used in) operating activities from continuing operations
$ 36,646
$ 82,722
$ (6,659)
$ 51,107
$ (1,387)
$ 41,151
$ (12,592)
Cash used in investing activities from continuing operations
(8,786)
(16,732)
(17,526)
(17,849)
(12,930)
(5,460)
(10,198)
Cash (used in) provided by financing activities from continuing operations
(53,916)
(50,796)
2,107
(30,956)
11,998
(35,484)
14,643
Effect of exchange rate differences on cash from continuing operations
64
(49)
34
(88)
220
77
(35)
Net change in cash from continuing operations
$ (25,992)
$ 15,145
$ (22,044)
$ 2,214
$ (2,099)
$ 284
$ (8,182)
Cash flows provided by discontinued operations
$ 5,029
$ 5,151
$ 7,069
$ 3,605
$ 4,369
$ 2,206
$ 5,339
BPP (i)
$ 12.00
$ 12.84
$ 12.63
$ 13.06
$ 11.25
$ 12.29
$ 12.00
CPP (i)
$ 8.44
$ 9.21
$ 8.85
$ 8.93
$ 8.35
$ 8.84
$ 8.82
Film cost percentage (i)
53.9 %
55.0 %
53.6 %
52.9 %
53.2 %
51.3 %
48.8 %
Theatre attendance (in thousands of patrons) (i)
15,690
12,806
9,767
9,208
11,084
11,092
6,661
Theatre locations (at period end)
158
158
157
158
158
159
159
Theatre screens (at period end)
1,631
1,631
1,625
1,637
1,637
1,640
1,640
(i) See Non-GAAP and other financial measures section of this news release.
(ii) The results of discontinued operations (P1AG) have been excluded from prior period figures as applicable per IFRS 5 to conform to current period presentation. All amounts are from continuing operations unless noted.
The following table shows the reconciliation of Cineplex's previously reported adjusted EBITDAaL to the revised adjusted EBITDAaL:
Adjusted EBITDAaL
Revised 2023 (i)
Revised 2022 (i)
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Adjusted EBITDAaL as previously reported
$ 83,064
$ 60,258
$ 20,243
$ 31,197
$ 20,430
$ 35,764
$ (5,719)
Less:
Adjusted EBITDAaL from discontinued operations
8,450
13,064
8,866
5,367
9,001
8,118
4,985
Adjusted EBITDAaL - revised
$ 74,614
$ 47,194
$ 11,377
$ 25,830
$ 11,429
$ 27,646
$ (10,704)
(i) The results of discontinued operations (P1AG) have been excluded from prior period figures as applicable per IFRS 5 to conform to current period presentation. All amounts are from continuing operations unless noted.
The following table shows the reconciliation of Cineplex's revised net income (loss) to the revised adjusted EBITDAaL:
Reconciliation of revised net income (loss) to revised adjusted EBITDAaL
Revised 2023 (i)
Revised 2022 (i)
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Net income (loss) (iv)
$ 24,467
$ 158,863
$ (33,177)
$ 9,572
$ 27,093
$ (2,622)
$ (43,722)
Depreciation and amortization - other
21,959
22,230
22,873
22,179
22,236
22,629
22,422
Depreciation - right-of-use assets
21,894
21,971
21,533
22,799
22,618
23,966
24,129
Interest expense - lease obligations
16,606
16,312
16,152
16,268
15,785
14,619
14,584
Interest expense - other
21,014
18,229
23,502
20,626
16,317
13,814
10,078
Interest income
(248)
(282)
(211)
(125)
(84)
(38)
(30)
Current income tax (recovery) expense
(2)
(837)
—
—
—
—
(724)
Deferred income tax recovery
9,927
(150,225)
—
—
—
—
—
EBITDA
$ 115,617
$ 86,261
$ 50,672
$ 91,319
$ 103,965
$ 72,368
$ 26,737
Loss (gain) on disposal of assets
128
336
893
(3,327)
(49,879)
(4,654)
112
Loss (gain) on financial instruments recorded at fair value
580
1,020
270
(970)
1,630
1,770
3,830
CDCP equity loss (income) (i)
—
—
—
3
30
332
(854)
Foreign exchange (gain) loss
(78)
88
729
468
(2,795)
(1,128)
525
Reversal of impairment of long-lived assets
—
—
—
(19,880)
—
—
—
Depreciation and amortization - joint ventures and associates (ii)
201
187
142
123
130
133
131
Taxes and interest of joint ventures and associates (ii)
—
1
13
8
13
14
14
Adjusted EBITDA
$ 116,448
$ 87,893
$ 52,719
$ 67,744
$ 53,094
$ 68,835
$ 30,495
Cash rent paid/payable related to lease obligations
(41,437)
(40,301)
(42,543)
(41,528)
(41,276)
(40,805)
(42,358)
Cash rent paid not pertaining to current period
(397)
(398)
1,201
(386)
(389)
(384)
1,159
Adjusted EBITDAaL (iii)
$ 74,614
$ 47,194
$ 11,377
$ 25,830
$ 11,429
$ 27,646
$ (10,704)
(i) CDCP equity income is not included in adjusted EBITDA as CDCP is a limited-life financing vehicle that is funded by virtual print fees collected from distributors. On December 16, 2022, Cineplex divested its investment in CDCP.
(ii) Includes the joint ventures with the exception of CDCP (see (i) above).
(iii) See Section 18, Non-GAAP and other financial measures.
(iv) 2023 includes recovery of approximately $150.2 million related to the recognition of deferred income tax assets recognized during the second quarter and expenses related to the Cineworld transaction and other transactions or litigation outside the normal course of business in the amount of $3.4 million (2022 - $3.6 million) for the full year.
The following table discloses management's calculation of EBITDA, adjusted EBITDA, and adjusted EBITDAaL for P1AG:
Reconciliation of reported net income to adjusted EBITDAaL
2023
2022
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Net income (i)
5,279
17,682
3,004
596
3,764
3,935
1,497
Depreciation and amortization - other
2,519
2,659
3,133
3,396
3,843
4,022
4,470
Depreciation - right-of-use assets
618
679
666
692
659
520
134
Interest expense - lease obligations
165
176
181
185
161
120
120
Interest expense - other
2
1
4
2
(14)
(2)
5
Current income tax expense (recovery)
(201)
1,106
1,615
1,921
—
—
—
Deferred income tax (recovery) expense
1,516
(8,215)
2,307
—
—
—
—
EBITDA
9,898
14,088
10,910
6,792
8,413
8,595
6,226
(Gain) loss on disposal of assets
(128)
(110)
(149)
(139)
31
4
45
Foreign exchange loss (gain)
(349)
321
(715)
(211)
1,556
505
(291)
Adjusted EBITDA
9,421
14,299
10,046
6,442
10,000
9,104
5,980
Cash rent paid/payable related to lease obligations
(971)
(1,235)
(1,180)
(1,075)
(999)
(986)
(995)
Adjusted EBITDAaL (ii)
8,450
13,064
8,866
5,367
9,001
8,118
4,985
(i) 2023 includes recovery of approximately $8.2 million related to the recognition of deferred income tax assets recognized during the second quarter.
(ii) See Non-GAAP and other financial measures section of this news release.
The following tables show the changes to the previously disclosed balances in cash provided by (used in) operating activities, cash used in investing activities and cash (used in) provided by financing activities as previously disclosed:
Cash provided by (used in) operating activities
Revised 2023 (i)
Revised 2022 (i)
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Cash provided by (used in) operating activities as previously reported
$ 44,693
$ 93,219
$ 3,135
$ 59,622
$ 5,811
$ 47,152
$ (5,437)
Less:
Operating cash flows in discontinued operations
8,047
10,497
9,794
8,515
7,198
6,001
7,155
Cash provided by (used in) operating activities - revised
$ 36,646
$ 82,722
$ (6,659)
$ 51,107
$ (1,387)
$ 41,151
$ (12,592)
(i) The results of discontinued operations (P1AG) have been excluded from prior period figures as applicable per IFRS 5 to conform to current period presentation. All amounts are from continuing operations unless noted.
Cash used in investing activities
Revised 2023 (i)
Revised 2022 (i)
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Cash used in investing activities as previously reported
$ (10,950)
$ (21,118)
$ (19,207)
$ (21,898)
$ (14,523)
$ (8,132)
$ (11,196)
Less:
Investing cash flows in discontinued operations
(2,164)
(4,386)
(1,681)
(4,049)
(1,593)
(2,672)
(998)
Cash used in investing activities - revised
$ (8,786)
$ (16,732)
$ (17,526)
$ (17,849)
$ (12,930)
$ (5,460)
$ (10,198)
(i) The results of discontinued operations (P1AG) have been excluded from prior period figures as applicable per IFRS 5 to conform to current period presentation. All amounts are from continuing operations unless noted.
Cash (used in) provided by financing activities
Revised 2023 (i)
Revised 2022 (i)
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Cash (used in) provided by investing activities as previously reported
(54,754)
(51,904)
1,062
(31,893)
11,128
(36,349)
13,767
Less:
Financing cash flows in discontinued operations
(838)
(1,108)
(1,045)
(937)
(870)
(865)
(876)
Cash (used in) provided by financing activities - revised
$ (53,916)
$ (50,796)
$ 2,107
$ (30,956)
$ 11,998
$ (35,484)
$ 14,643
(i) The results of discontinued operations (P1AG) have been excluded from prior period figures as applicable per IFRS 5 to conform to current period presentation. All amounts are from continuing operations unless noted.
SUPPLEMENTAL ANNUAL FINANCIAL RESULTS (UNAUDITED)
The following table shows the changes to previously disclosed revenues, expenses and net income (loss) for the year ended December 31, 2022 and 2021:
2022
2021
Reported
P1AG
Revised
Reported
P1AG
Revised
Revenues
Box office
$ 461,272
$ —
$ 461,272
$ 236,320
$ —
$ 236,320
Food service
381,386
—
381,386
186,998
—
186,998
Media
111,728
—
111,728
65,330
—
65,330
Amusement
246,601
165,681
80,920
134,473
100,282
34,191
Other
67,575
—
67,575
33,548
—
33,548
1,268,562
165,681
1,102,881
656,669
100,282
556,387
Expenses
Film cost
238,897
—
238,897
114,674
—
114,674
Cost of food service
87,702
—
87,702
41,683
—
41,683
Depreciation - right-of-use assets
95,517
2,005
93,512
102,247
3,154
99,093
Depreciation and amortization - other assets
105,197
15,731
89,466
113,042
20,218
92,824
(Gain) loss on disposal of assets
(57,807)
(59)
(57,748)
(28,283)
79
(28,362)
Other costs
687,738
134,155
553,583
439,554
87,579
351,975
Share of loss of joint ventures and associates
2,608
—
2,608
755
—
755
Interest expense - lease obligations
61,842
586
61,256
58,590
519
58,071
Interest expense - other
60,826
(9)
60,835
65,138
(3)
65,141
Interest income
(277)
—
(277)
(232)
(4)
(228)
Foreign exchange
(1,371)
1,559
(2,930)
(43)
45
(88)
Loss (gain) on financial instruments recorded at fair value
6,260
—
6,260
(8,790)
—
(8,790)
(Reversal) impairment of long-lived assets
(19,880)
—
(19,880)
3,717
—
3,717
1,267,252
153,968
1,113,284
902,052
111,587
790,465
Income (loss) before income taxes
1,310
11,713
(10,403)
(245,383)
(11,305)
(234,078)
Income tax expense (recovery)
Current
1,197
1,921
(724)
3,339
—
3,339
Net income (loss)
113
9,792
(9,679)
(248,722)
(11,305)
(237,417)
Net income (loss) from discontinued operations, net of taxes
—
—
9,792
—
—
(11,305)
Net income (loss)
$ 113
$ 9,792
$ 113
$ (248,722)
$ (11,305)
$ (248,722)
NON-GAAP AND OTHER FINANCIAL MEASURES
National Instrument 52-112, Non-GAAP and Other Financial Measures Disclosure ("NI 52-112") imposes obligations regarding disclosure of non-GAAP financial measures, non-GAAP ratios, and other financial measures. Cineplex reports on certain non-GAAP measures, non-GAAP ratios, supplementary financial measures and total segment measures that are used by management to evaluate Cineplex's performance. The following measures included in this MD&A do not have a standardized meaning under GAAP and may not be comparable to similar measures provided by other issuers. Cineplex includes these measures because management believes that they assist investors in assessing financial performance. These non-GAAP and other financial measures are used throughout this report and are defined below.
NON-GAAP FINANCIAL MEASURES
Non-GAAP financial measures are defined in 52-112 as a financial measure disclosed that (a) depicts the historical or expected future financial performance, financial position or cash flow of an entity, (b) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity, (c) is not disclosed in the financial statements of the entity, and (d) is not a ratio, fraction, percentage or similar representation.
NON-GAAP RATIOS
A non-GAAP ratio is defined by 52-112 as a financial measure disclosed that (a) is in the form of a ratio, fraction, percentage or similar representation, (b) has a non-GAAP financial measure as one or more of its components, and (c) is not disclosed in the financial statements.
Below are non-GAAP financial measures or non-GAAP ratios for continuing operations that are reported by Cineplex.
EBITDA, ADJUSTED EBITDA AND ADJUSTED EBITDAaL
Management defines EBITDA as earnings before interest income and expense, income taxes and depreciation and amortization expense. Adjusted EBITDA excludes the change in fair value of financial instrument, loss (gain) on disposal of assets, foreign exchange, the equity income of CDCP, and impairment, depreciation, amortization, interest and taxes of Cineplex's other joint ventures and associates. Adjusted EBITDAaL modifies adjusted EBITDA to deduct current period cash rent paid or payable related to lease obligations.
Subsequent to the adoption of IFRS 16, Leases, by Cineplex effective January 1, 2019, the calculation of EBITDA no longer includes a charge for amounts paid or payable with respect to leased property and equipment. Given the majority of Cineplex's businesses are carried on in leased premises, Cineplex introduced the measure of adjusted EBITDAaL which includes a deduction for cash rent paid/payable related to lease obligations. Cineplex's management believes that adjusted EBITDAaL is an important supplemental measure of Cineplex's profitability at an operational level and provides analysts and investors with comparability in evaluating and valuing Cineplex's performance period over period. EBITDA, adjusted for various unusual items, is also used to define certain financial covenants in Cineplex's Credit Facilities. Management calculates adjusted EBITDAaL margin by dividing adjusted EBITDAaL by total revenues.
EBITDA, adjusted EBITDA and adjusted EBITDAaL are non-GAAP measures generally used as an indicator of financial performance and they should not be seen as a measure of liquidity or a substitute for comparable metrics prepared in accordance with GAAP. Cineplex's EBITDA, adjusted EBITDA and adjusted EBITDAaL may differ from similar calculations as reported by other entities and accordingly may not be comparable to EBITDA, adjusted EBITDA or adjusted EBITDAaL as reported by other entities.
P1AG Adjusted EBITDAaL Calculated as amusement revenues of P1AG less the total operating expenses of P1AG, which excludes foreign exchange.
P1AG Adjusted EBITDAaL Margin Calculated as P1AG Adjusted EBITDAaL divided by total amusement revenues for P1AG for the period.
Adjusted Store Level EBITDAaL Metrics Cineplex reviews and reports adjusted EBITDAaL at the location level for the LBE which is calculated as total LBE revenues from all locations less the total of operating expenses of LBE, which excludes pre-opening costs and overhead relating to the management of LBE.
Adjusted Store Level EBITDAaL Margin Calculated as adjusted store level EBITDAaL divided by total revenues for LBE for the period.
SUPPLEMENTARY FINANCIAL MEASURES
Supplementary financial measures are financial measures that are not (a) presented in the financial statements and (b) is, or is intended to be, disclosed periodically to depict the historical or expected future financial performance, financial position or cash flow, that is not a non-GAAP financial measure or a non-GAAP ratio as defined in the instrument. Below are supplementary financial measures that Cineplex uses to depict its financial performance, financial position or cash flows.
Earnings (loss) per Share Metrics Cineplex has presented basic and diluted earnings (loss) per share net of this item to provide a more comparable loss per share metric between the current periods and prior year periods. In the non-GAAP and other financial measure, earnings is defined as net income or net loss attributable to Cineplex excluding the change in fair value of financial instruments.
Per Patron Revenue Metrics Cineplex reviews per patron metrics as they relate to box office revenue and theatre food service revenue such as BPP, CPP, BPP excluding premium priced product, and concession margin per patron, as these are key measures used by investors to value and assess Cineplex's performance, and are widely used in the theatre exhibition industry. Management of Cineplex defines these metrics as follows:
Theatre Attendance: Theatre attendance is calculated as the total number of paying patrons that frequent Cineplex's theatres during the period.
BPP: Calculated as total box office revenues divided by total paid theatre attendance for the period.
BPP excluding premium priced product: Calculated as total box office revenues for the period, less box office revenues from 3D, 4DX, UltraAVX, VIP ScreenX and IMAX product; divided by total paid theatre attendance for the period, less paid theatre attendance for 3D, 4DX, UltraAVX, VIP, ScreenX and IMAX product.
CPP: Calculated as total theatre food service revenues divided by total paid total theatre attendance for the period.
Theatre concession margin per patron: Calculated as total theatre food service revenues less total theatre food service cost, divided by theatre attendance for the period.
Cost of sales percentages Cineplex reviews and reports cost of sales percentages for its two largest revenue sources, box office revenues and food service revenues as these measures are widely used in the theatre exhibition industry. These measures are reported as film cost percentage and concession cost percentage, respectively, and are calculated as follows:
Film cost percentage: Calculated as total film cost expense divided by total box office revenues for the period.
Theatre concession cost percentage: Calculated as total theatre food service costs divided by total theatre food service revenues for the period.
LBE food cost percentage: Calculated as total LBE food costs divided by total LBE food service revenues for the period.
About Cineplex Cineplex (TSX:CGX) is a top-tier Canadian brand that operates in the Film Entertainment and Content, Amusement and Leisure, and Media sectors. Cineplex offers a unique escape from the everyday to millions of guests through its circuit of over 170 movie theatres and location-based entertainment venues. In addition to being Canada's largest and most innovative film exhibitor, the company operates Canada's favourite destination for 'Eats & Entertainment' (The Rec Room), complexes specially designed for teens and families (Playdium), and a newly launched entertainment concept that brings movies, amusement gaming, dining, and live performances together under one roof (Cineplex Junxion). It also operates successful businesses in digital commerce (CineplexStore.com), alternative programming (Cineplex Events), motion picture distribution (Cineplex Pictures), cinema media (Cineplex Media) and digital place-based media (Cineplex Digital Media). Providing even more value for its guests, Cineplex is a partner in Scene+, Canada's largest entertainment and lifestyle loyalty program.
Proudly recognized as having one of the country's Most Admired Corporate Cultures, Cineplex employs over 10,000 people in its offices and venues across Canada and the United States. To learn more, visit Cineplex.com.
Caution Regarding Forward-Looking Statements:
Certain statements in this news release may contain forward-looking information (identified by words such as "will", "anticipates", "expects", "intends" and similar expressions suggesting future events or future performance). Such forward-looking information is based on expectations and assumptions made by Cineplex and is subject to risks and uncertainties which may be beyond Cineplex's control. Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. A comprehensive discussion of risks that may impact Cineplex can be found in Cineplex's public reports and filings, which are available under the Company's profile on Sedar+ (www.sedarplus.ca). Cineplex does not undertake to update, correct or revise any forward-looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.