8-K
false 0000949039 0000949039 2023-02-27 2023-02-27

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: (Date of earliest event reported): February 27, 2023

 

 

Diamond Offshore Drilling, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-13926   76-0321760

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(I.R.S. Employer

Identification No.)

15415 Katy Freeway

Houston, Texas 77094

(Address of principal executive offices, including Zip Code)

(281) 492-5300

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

 

Trading
Symbol

 

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   DO   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02.

Results of Operations and Financial Condition

On February 27, 2023, Diamond Offshore Drilling, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 31, 2022. A copy of the press release is furnished herewith as Exhibit 99.1.

 

Item 7.01.

Regulation FD Disclosure

A conference call to discuss the Company’s earnings results has been scheduled for 8:00 a.m. Central Time on February 28, 2023. The information for accessing the conference call is included in the press release.

The Company hereby incorporates by reference into this Item 7.01 the summary report of the status, as of February 28, 2023, of the Company’s offshore drilling rigs attached as Exhibit 99.2.

The information contained in Items 2.02 and 7.01 and Exhibits 99.1 and 99.2 to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any previous or future registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated by reference.

Statements in this report and statements in the press release furnished as Exhibit 99.1 to this report or the rig status report furnished as Exhibit 99.2 to this report, and statements made during the conference call described in this report, in each case that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements may include, but are not limited to, statements concerning future contract effectiveness and estimated duration; expectations regarding downtime, reactivation, upgrades and capital expenditures, surveys, retirement, availability, utilization, scrapping, impairments, backlog and revenue expected to result from backlog, future revenue, operating costs, performance, future liquidity and financial condition, market conditions, commodity prices and strategic opportunities; contract noncompliance by customers and other third parties; outcomes of customer discussions; future impact of regulations; and other statements that are not of historical fact. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those currently anticipated or expected by management of the Company. A discussion of certain of the risk factors and other considerations that could materially impact these matters as well as the Company’s overall business and financial performance can be found in the Company’s reports filed with the Securities and Exchange Commission, and readers of this report are urged to review those reports carefully when considering these forward-looking statements. Copies of these reports are available through the Company’s website at www.diamondoffshore.com. These risk factors include, among others, risks associated with worldwide demand for drilling services, level of activity in the oil and gas industry, renewing or replacing expired or terminated contracts, contract cancellations and terminations, maintenance and realization of backlog, competition and industry fleet capacity, impairments and retirements, operating risks, litigation and disputes, permits and approvals for drilling operations, the novel coronavirus (COVID-19) pandemic and related disruptions to the global economy, supply chain and normal business operations across sectors

 

2


and countries, changes in tax laws and rates, regulatory initiatives and compliance with governmental regulations, casualty losses, and various other factors, many of which are beyond the Company’s control. Given these risk factors and other considerations, investors and analysts should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of such statement, and the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.

 

Item 9.01.

Financial Statements and Exhibits

 

(d)

Exhibits.

 

Exhibit number

  

Description

99.1    Press Release dated February 27, 2023
99.2    Rig Status Report as of February 28, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

3


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 28, 2023     DIAMOND OFFSHORE DRILLING, INC.
    By:  

/s/ David L. Roland

      David L. Roland
      Senior Vice President, General Counsel and Secretary

 

4

EX-99.1

Exhibit 99.1

 

LOGO   

 

Contact:

Kevin Bordosky

Senior Director, Investor Relations

(281) 647-4035

Diamond Offshore Announces Fourth Quarter 2022 Results

 

 

Added $482 Million of Backlog in Fourth Quarter

 

 

Earned Sixth Performance Bonus in Senegal

 

 

Progressed Ocean GreatWhite Reactivation

HOUSTON, February 27, 2023 — Diamond Offshore Drilling, Inc. (NYSE: DO) today reported the following results for the fourth quarter of 2022:

 

     Three Months Ended  

Thousands of dollars, except per share data

   December 31, 2022      September 30, 2022  

Total revenues

   $ 223,264      $ 226,073  

Operating loss

     (12,191      (7,575

Adjusted EBITDA

     12,480        18,421  

Net (loss) income

     (52,438      5,510  

(Loss) income per diluted share

   $ (0.52    $ 0.05  

Bernie Wolford, Jr., President and Chief Executive Officer, stated “Diamond delivered another strong operational quarter with 96.4% revenue efficiency and industry-leading safety performance. This completes a strong year in which our overall revenue efficiency was just under 94% and our safety performance beat industry averages by a large margin. I would like to thank the entire Diamond team for continuing to deliver for our customers, enabling us to strengthen our relationships and favorably positioning the Company for future contract awards.

“We finished the year with approximately $1.8 billion, or 17.6 rig years of backlog, including $482 million added during the fourth quarter, and importantly we will have repricing opportunities for two high-specification drillships and two semisubmersibles in the next 12 months.”

Fourth Quarter Results

Contract drilling revenue for the fourth quarter, excluding reimbursable revenue, totaled $208 million compared to $190 million in the third quarter of 2022. The increase in revenue was due to a full quarter of operation in Senegal for the Ocean BlackHawk, the Ocean BlackLion operating for a full quarter at its higher dayrate, and the Vela going on contract in the fourth quarter. The increased revenue was partially offset by reduced revenues from the Ocean Onyx, which was cold stacked during the quarter, and the Ocean Endeavor which was in the shipyard for repairs, regulatory surveys, and steel renewals.

Contract drilling expense as a percentage of revenue remained relatively flat compared to the prior quarter despite expenses associated with the reactivation of the Ocean GreatWhite, the Vela commencing its maiden contract under Diamond management, and the Ocean Endeavor being in shipyard for two months of the quarter.


Adjusted EBITDA for the fourth quarter was $12.5 million compared to $18.4 million in the prior quarter, primarily as a result of the reactivation expenses associated with the Ocean GreatWhite. Net loss for the fourth quarter was $52.4 million compared to net income of $5.5 million in the third quarter. The decrease in net income was largely a result of a swing in discrete, non-cash tax adjustments of approximately $49 million quarter to quarter. Tax expense during the fourth quarter was $26 million, primarily a result of the mix of the Company’s quarterly earnings and the lack of tax benefit on losses in certain jurisdictions as well as the increase in certain tax reserves for potential tax exposures. The tax benefit during the third quarter was $23 million, primarily due to the recognition of certain deferred tax assets, the release of a valuation allowance, and the reversal of tax reserves after the expiration of the applicable statute of limitations in certain jurisdictions.

Free cash flow during the fourth quarter was $15 million compared to negative free cash flow during the third quarter of $30 million, primarily due to changes in working capital.

Operational Highlights

During the fourth quarter, the Ocean BlackHawk and Ocean BlackRhino combined efforts to earn a well-based performance bonus for the second consecutive quarter. This marks the sixth performance bonus earned by a combination of these rigs working on the Woodside Energy campaign in Senegal. The Company’s owned and managed fleet continued to perform well during the quarter, achieving a revenue efficiency of 96.4%. During the quarter, the Company made good progress on the reactivation of the Ocean GreatWhite. The rig is currently undergoing acceptance testing and is expected to commence its contract in March.

Wolford concluded, “Diamond’s performance continues to demonstrate our ability to deliver operational excellence to our customers in an efficient and industry-leading safe manner and positions us well to be a key beneficiary of this burgeoning upcycle in deepwater offshore drilling.”

CONFERENCE CALL

A conference call to discuss Diamond Offshore’s earnings results has been scheduled for 8:00 a.m. CDT on Tuesday, February 28, 2023. A live webcast of the call will be available online on the Company’s website, www.diamondoffshore.com. Participants who want to join the call via telephone or want to participate in the question-and-answer session may register here to receive the dial-in numbers and unique PIN to access the call. An online replay will also be available on www.diamondoffshore.com following the call.

ABOUT DIAMOND OFFSHORE

Diamond Offshore is a leader in offshore drilling, providing innovation, thought leadership and contract drilling services to solve complex deepwater challenges around the globe. Additional information and access to the Company’s SEC filings are available at http://www.diamondoffshore.com/.


FORWARD-LOOKING STATEMENTS

Statements contained in this press release and made in the referenced conference call that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, any statement that may project, indicate or imply future results, events, performance or achievements, including statements relating to future financial results; future recovery in the offshore contract drilling industry; expectations regarding the Company’s plans, strategies and opportunities; expectations regarding the Company’s business or financial outlook; future borrowing capacity and liquidity; expected utilization, dayrates, revenues, operating expenses, rig commitments and availability, cash flows, contract status, terms and duration, contract backlog, capital expenditures, insurance, financing and funding; the effect, impact, potential duration and other implications of the ongoing COVID-19 pandemic; the offshore drilling market, including supply and demand, customer drilling programs, repricings, stacking of rigs, effects of new rigs on the market and effect of the volatility of commodity prices; expected work commitments, awards and contracts; future operations; increasing regulatory complexity; general market, business and industry conditions, trends and outlook; and general political conditions, including political tensions, conflicts and war. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by management of the Company. A discussion of certain of the risk factors and other considerations that could materially impact these matters as well as the Company’s overall business and financial performance can be found in Item 1A “Risk Factors” in the Company’s most recent annual report on Form 10-K and the Company’s other reports filed with the Securities and Exchange Commission, and readers of this press release are urged to review those reports carefully when considering these forward-looking statements. Copies of these reports are available through the Company’s website at www.diamondoffshore.com. These risk factors include, among others, risks associated with worldwide demand for drilling services, levels of activity in the oil and gas industry, renewing or replacing expired or terminated contracts, contract cancellations and terminations, maintenance and realization of backlog, competition and industry fleet capacity, impairments and retirements, operating risks, litigation and disputes, permits and approvals for drilling operations, the COVID-19 pandemic and related disruptions to the global economy, supply chain and normal business operations across sectors and countries, changes in tax laws and rates, regulatory initiatives and compliance with governmental regulations, casualty losses, and various other factors, many of which are beyond the Company’s control. Given these risk factors and other considerations, investors and analysts should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of this press release, and the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.


DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

 

     Three Months Ended  
     December 31,
2022
    September 30,
2022
 

Revenues:

    

Contract drilling

   $ 207,752     $ 189,861  

Revenues related to reimbursable expenses

     15,512       36,212  
  

 

 

   

 

 

 

Total revenues

     223,264       226,073  
  

 

 

   

 

 

 

Operating expenses:

    

Contract drilling, excluding depreciation

     178,363       155,567  

Reimbursable expenses

     15,030       35,765  

Depreciation

     24,764       26,069  

General and administrative

     17,391       16,320  

Gain on disposition of assets

     (93     (73
  

 

 

   

 

 

 

Total operating expenses

     235,455       233,648  
  

 

 

   

 

 

 

Operating loss

     (12,191     (7,575

Other income (expense):

    

Interest income

     6       11  

Interest expense

     (11,631     (10,364

Foreign currency transaction (loss) gain

     (2,738     237  

Other, net

     (220     172  
  

 

 

   

 

 

 

Loss before income tax (expense) benefit

     (26,774     (17,519

Income tax (expense) benefit

     (25,664     23,029  
  

 

 

   

 

 

 

Net (loss) income

   $ (52,438   $ 5,510  
  

 

 

   

 

 

 

(Loss) income per share, Basic and Diluted

   $ (0.52   $ 0.05  
  

 

 

   

 

 

 

Weighted-average shares outstanding, Basic

     101,170       100,875  
  

 

 

   

 

 

 

Weighted-average shares outstanding, Diluted

     101,170       102,273  
  

 

 

   

 

 

 


DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

 

     December 31,
2022
     December 31,
2021
 

ASSETS

     

Current assets:

     

Cash and cash equivalents

   $ 63,041      $ 38,388  

Restricted cash

     34,293        24,341  

Accounts receivable, net of allowance for credit losses

     172,053        146,335  

Prepaid expenses and other current assets

     48,695        61,440  

Asset held for sale

     —          1,000  
  

 

 

    

 

 

 

Total current assets

     318,082        271,504  

Drilling and other property and equipment, net of accumulated depreciation

     1,141,908        1,175,895  

Other assets

     67,966        84,041  
  

 

 

    

 

 

 

Total assets

   $ 1,527,956      $ 1,531,440  
  

 

 

    

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

     

Other current liabilities

   $ 261,661      $ 232,762  

Long-term debt

     360,644        266,241  

Noncurrent finance lease liabilities

     131,393        148,358  

Deferred tax liability

     700        1,626  

Other liabilities

     93,888        114,748  

Stockholders’ equity

     679,670        767,705  
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 1,527,956      $ 1,531,440  
  

 

 

    

 

 

 


DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

     Year Ended  
     December 31,  
     2022  

Operating activities:

  

Net loss

   $ (103,211

Adjustments to reconcile net loss to net cash used in operating activities:

  

Depreciation

     103,478  

Gain on disposition of assets

     (4,895

Deferred tax provision

     479  

Stock-based compensation expense

     20,159  

Contract liabilities, net

     (36,292

Contract assets, net

     1,694  

Deferred contract costs, net

     (1,594

Collateral deposits

     17,479  

Other assets, noncurrent

     (2,950

Other liabilities, noncurrent

     115  

Other

     2,256  

Net changes in operating working capital

     12,146  
  

 

 

 

Net cash provided by operating activities

     8,864  
  

 

 

 

Investing activities:

  

Capital expenditures

     (60,023

Proceeds from disposition of assets, net of disposal costs

     5,959  

Deposits on asset sales

     1,670  
  

 

 

 

Net cash used in investing activities

     (52,394
  

 

 

 

Financing activities:

  

Borrowings under credit facility

     94,000  

Principal payments of finance lease liabilities

     (15,865
  

 

 

 

Net cash provided by financing activities

     78,135  
  

 

 

 

Net change in cash, cash equivalents and restricted cash

     34,605  

Cash, cash equivalents and restricted cash, beginning of period

     62,729  
  

 

 

 

Cash, cash equivalents and restricted cash, end of period

   $ 97,334  
  

 

 

 


DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES

AVERAGE DAYRATE, UTILIZATION AND OPERATIONAL EFFICIENCY

(Dayrate in thousands)

 

TOTAL FLEET  
Fourth Quarter     Third Quarter  
2022     2022  
Average Dayrate (1)      Utilization (2)     Revenue Efficiency
(3)
    Average Dayrate (1)      Utilization (2)     Revenue Efficiency
(3)
 
$ 249        65     96.4   $ 235        68     96.4

 

(1)

Average dayrate is defined as total contract drilling revenue for all of the rigs in our fleet (including managed rigs) per revenue-earning day. A revenue-earning day is defined as a 24-hour period during which a rig earns a dayrate after commencement of operations and excludes mobilization, demobilization and contract preparation days.

(2)

Utilization is calculated as the ratio of total revenue-earning days divided by the total calendar days in the period for all rigs in our fleet (including managed and cold-stacked rigs).

(3)

Revenue Efficiency $ is calculated as actual contract drilling revenue earned divided by potential revenue, assuming a full dayrate is earned.


Non-GAAP Financial Measures (Unaudited)

To supplement the Company’s unaudited condensed consolidated financial statements presented on a basis in conformity with generally accepted accounting principles in the United States (GAAP), this press release provides investors with adjusted earnings before interest, taxes and depreciation and amortization (or Adjusted EBITDA), which is a non-GAAP financial measure. Management believes that this measure provides meaningful information about the Company’s performance by excluding certain items that may not be indicative of the Company’s ongoing operating results. This allows investors and others to better compare the Company’s financial results across previous and subsequent accounting periods and to those of peer companies and to better understand the long-term performance of the Company. Non-GAAP financial measures should be considered a supplement to, and not as a substitute for, or superior to, contract drilling revenue, contract drilling expense, operating income or loss, cash flows from operations or other measures of financial performance prepared in accordance with GAAP.

Reconciliation of Loss Before Income Tax (Expense) Benefit to Adjusted EBITDA:

(In thousands)

 

     Three Months Ended  
     December 31,      September 30,  
     2022      2022  

As reported loss before income tax (expense) benefit

   $ (26,774    $ (17,519

Interest expense

     11,631        10,364  

Interest income

     (6      (11

Foreign currency transaction loss (gain)

     2,738        (237

Depreciation

     24,764        26,069  

Gain on disposition of assets

     (93      (73

Other, net

     220        (172
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 12,480      $ 18,421  
  

 

 

    

 

 

 
EX-99.2

Exhibit 99.2

 

LOGO   

Diamond Offshore Drilling, Inc.

Rig Status Report

February 28, 2023

Updated information noted in bold print

 

Rig Name

   Water
Depth¹
(feet)
     Type2      Year
Built3
     Location      Operator      Estimated
Start Date
     Estimated
End Date
 

Gulf of Mexico (GOM)

 

                 

Ocean BlackHornet

     12,000        DS 15K DP        2014        US GOM        bp        Feb-2022        Feb-2023  
                    Feb-2023        Feb-2025  

Ocean BlackLion

     12,000        DS 15K DP        2015        US GOM        bp        Sep-2022        Sep-2024  

Auriga4

     12,000        DS 15K DP        2013        US GOM        bp        Mar-2022        Mar-2023  
                    Mar-2023        Mar-2024  

Vela4

     12,000        DS 15K DP        2013        US GOM        Woodside        Oct-2022        Dec-2022  
                 Beacon        Jan-2023        Mar-2023  
                 bp        Mar-2023        Aug-2023  
                 Beacon        Aug-2023        1Q 2024  

North Sea / Mediterranean / W. Africa

 

              

Ocean Patriot

     3,000        SS 15K        1983        UK        Apache        Jun-2021        3Q 2023  

Ocean Endeavor

     10,000        SS 15K        2007        UK        Shell        May-2019        2Q 2024  

Ocean GreatWhite

     10,000        SS 15K DP        2016        UK        bp        Mar-2023        1Q 2024  

Ocean BlackHawk

     12,000        DS 15K DP        2014        Senegal        Woodside        Jul-2022        3Q 2023  

Ocean BlackRhino

     12,000        DS 15K DP        2014        Senegal        Woodside        Jul-2021        1Q 2024  

Australasia

                    

Ocean Apex

     6,000        SS 15K        2014        Australia        Woodside        Jun-2022        Mar-2023  
              Australia        Woodside        3Q 2023        3Q 2023  
              Australia        Chevron        3Q 2023        4Q 2023  
              Australia        Inpex        4Q 2023        3Q 2024  
              Australia        Santos        3Q 2024        1Q 2025  

South America

                    

Ocean Courage

     10,000        SS 15K DP        2009        Brazil        Petrobras        Jun-2021        3Q 2023  
                    4Q 2023        4Q 2027  

Stacked

                    

Ocean Valiant

     5,500        SS 15K        1988        UK        —          —          —    

Ocean Onyx

     6,000        SS 15K        2014        Malaysia        —          Sep-2022        —    

Ocean Monarch

     10,000        SS 15K        2008        Malaysia        —          May-2022        —    

NOTES

 

(1)

Water Depth refers to the rig’s rated operating water depth capability. Often, rigs are capable of drilling or have drilled in greater water depths.

(2)

Rig Type and Capabilities: DS=Drillship; 15K=15,000 PSI Well-Control System; DP=Dynamically Positioned Rig; SS=Semisubmersible

(3)

Year Built represents when rig was built and originally placed in service or year redelivered with significant enhancements that enabled the rig to be classified within a different floater category than when originally constructed.

(4)

Managed on behalf of Aquadrill LLC.


LOGO   

Diamond Offshore Drilling, Inc.

Rig Status Report

Statements contained in this report that are not historical facts are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by management of the Company. A discussion of the important risk factors and other considerations that could materially impact these matters as well as the Company’s overall business and financial performance can be found in the Company’s reports filed with the Securities and Exchange Commission, and readers of this report are urged to review those reports carefully when considering these forward-looking statements. Copies of these reports are available through the Company’s website at www.diamondoffshore.com. These risk factors include, among others, risks associated with worldwide demand for drilling services, level of activity in the oil and gas industry, renewing or replacing expired or terminated contracts, contract cancellations and terminations, maintenance and realization of backlog, competition and industry fleet capacity, impairments and retirements, operating risks, changes in tax laws and rates, regulatory initiatives and compliance with governmental regulations, construction of new builds, casualty losses, and various other factors, many of which are beyond the Company’s control. Given these risk factors, investors and analysts should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of this report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.