InvenTrust Properties Corp 8-K, filed Aug 5, 2021
InvenTrust Properties Corp. (IVT)
About this 8-K
InvenTrust Properties Corp filed this 8-K on August 5, 2021.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 5, 2021, InvenTrust Properties Corp. (the “Company”) effected a one-for-ten reverse stock split (the “Reverse Stock Split”) of each issued and outstanding share of common stock, par value $0.001 per share (the “Common Stock”) of the Company by filing Articles of Amendment previously approved by the Board of Directors of the Company (the “Board”) on July 26, 2021 (the “Split Charter Amendment”), and immediately after the Reverse Stock Split, the Company decreased the par value of each issued and outstanding share of Common Stock from $0.01 par value per share to $0.001 par value per share (the “Par Value Charter Amendment” and together with the Split Charter Amendment, the “Charter Amendments”). As a result of the Reverse Stock Split, every 10 shares of issued and outstanding Common Stock were changed into one share of Common Stock.
In addition, equitable adjustments were made to the maximum number of shares of Common Stock that may be issued pursuant to the Company’s 2015 Incentive Award Plan (the “Plan”) and the maximum number of shares of Common Stock that may be issued upon exercise of incentive stock options under the Plan, in each case, to reflect the Reverse Stock Split. The number of shares of Common Stock subject to outstanding awards under the Plan, and certain performance goals applicable to such awards, have also been equitably adjusted to reflect the Reverse Stock Split.
The Company will not issue fractional shares in connection with the Reverse Stock Split. Instead, any fractional share resulting from the Reverse Stock Split will be rounded up to the nearest whole share.
The Reverse Stock Split affected all record holders of the Company’s Common Stock uniformly and did not affect any record holder’s percentage ownership interest, except for de minimis changes as a result of the elimination of fractional shares. The Reverse Stock Split did not affect the number of the Company’s authorized shares of Common Stock.
The foregoing description of the Charter Amendments is qualified in its entirety by reference to the Split Charter Amendment and the Par Value Charter Amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 5, 2021, the Company issued a press release announcing (a) a 5% increase to the dividend payment starting in the fourth quarter of 2021, (b) the effectiveness of the Reverse Stock Split, (c) the suspension of the Company’s Third Amended and Restated Share Repurchase Program (as amended, the “SRP”), effective September 5, 2021, and (d) the Board’s intention to evaluate potential liquidity alternatives for the Company and its stockholders, including a potential listing event of its Common Stock on a national securities exchange. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On August 5, 2021, the Company also provided a letter to its stockholders to (a) provide notice of a 5% increase to the dividend payment starting in the fourth quarter of 2021, (b) give notice of the Reverse Stock Split, (c) disclose that the Board voted to suspend the SRP until further notice, effective September 5, 2021, and (d) disclose the Board’s intention to evaluate potential liquidity alternatives for the Company and its stockholders, including a potential listing event of its Common Stock on a national securities exchange. The full text of the letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01 disclosure, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.1 and Exhibit 99.2, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On August 5, 2021, the Company announced that the Board voted to suspend the SRP until further notice. Pursuant to the terms of the SRP, the suspension will not go into effect until September 5, 2021.
Forward Looking Statements
The statements in this Current Report on Form 8-K include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “strives,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Such statements include, but are not limited to, statements about the dividend distribution rate and the Board’s intention to evaluate potential liquidity alternatives for the Company and its stockholders, including a listing event of its Common Stock on a national securities exchange. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. The following factors, among others, could cause actual results and financial position and timing of certain events to differ materially from those described in the forward-looking statements: the effects and duration of the COVID-19 pandemic; interest rate movements; local, regional, national and global economic performance; competitive factors; the impact of e-commerce on the retail industry; future retailer store closings; retailer consolidation; retailers reducing store size; retailer bankruptcies; the Company’s ability to meet and then maintain the listing requirements of a national securities exchange; government policy changes; and any material market changes and trends that could affect the Company’s decision to consummate a liquidity alternative. These and other risk factors are more fully discussed in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment effecting Reverse Stock Split | |
| 3.2 | Articles of Amendment adjusting Par Value | |
| 99.1 | Press Release | |
| 99.2 | Letter to Stockholders, dated August 5, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| InvenTrust Properties Corp. | ||||||
| Date: August 5, 2021 | By: | /s/ Christy L. David | ||||
| Name: | Christy L. David | |||||
| Title: | Executive Vice President, Chief Operating Officer, General Counsel & Secretary | |||||
Exhibit 3.1
INVENTRUST PROPERTIES CORP.
ARTICLES OF AMENDMENT
InvenTrust Properties Corp., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that, upon the Effective Time (as defined below), every ten shares of common stock of the Corporation (the “Common Stock”), $0.001 par value per share, issued and outstanding immediately prior to the Effective Time (as defined below) shall automatically be changed into one issued and outstanding share of Common Stock, $0.01 par value per share, without any further action by the Corporation or the holder thereof. Upon the Effective Time (as defined below), no fractional shares of Common Stock of the Corporation will be or remain issued and each fractional share of Common Stock which a stockholder would otherwise be entitled to receive shall be rounded up to a full share of Common Stock.
SECOND: The amendment to the Charter as set forth above have been approved by at least a majority of the entire Board of Directors as required by law and the amendment is limited to a reverse stock split authorized by the Maryland General Corporation Law (the “MGCL”) to be effected without action by the stockholders pursuant to Section 2-309(e) of the MGCL.
THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 9:00 a.m. Eastern Time, on August 5, 2021 (the “Effective Time”).
FIFTH: The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Secretary on this 5th day of August, 2021.
| ATTEST: | INVENTRUST PROPERTIES CORP. | |||||||
| By: | /s/ Christy L. David |
By: | /s/ Daniel J. Busch | |||||
| Name: | Christy L. David | Name: | Daniel J. Busch | |||||
| Title: | Secretary | Title: | President | |||||
Exhibit 3.2
INVENTRUST PROPERTIES CORP.
ARTICLES OF AMENDMENT
InvenTrust Properties Corp., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended to decrease the par value shares of common stock of the Corporation (the “Common Stock”) issued and outstanding immediately prior to the Effective Time (as defined below) from $0.01 par value per share to $0.001 par value per share.
SECOND: The amendment to the Charter as set forth above has been approved by at least a majority of the entire Board of Directors as required by law and the amendment is limited to a change expressly authorized by Section 2-605(a)(2) of Maryland General Corporation Law to be made without action by the stockholders.
THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 9:01 a.m. Eastern Time on August 5, 2021.
FIFTH: The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Secretary on this 5th day of August, 2021.
| ATTEST: | INVENTRUST PROPERTIES CORP. | |||||||
| By: | /s/ Christy L. David |
By: | /s/ Daniel J. Busch | |||||
| Name: | Christy L. David | Name: | Daniel J. Busch | |||||
| Title: | Secretary | Title: | President | |||||
Exhibit 99.1
NEWS RELEASE
DATE: August 5, 2021
CONTACT: Dan Lombardo, InvenTrust Properties Corp.
630-570-0605 or dan.lombardo@inventrustproperties.com
InvenTrust Properties Corp. Evaluating Liquidity Alternatives
The Board of Directors of InvenTrust approved a 5% increase for the fourth quarter dividend payment
InvenTrust also announced the appointment of Daniel J. (DJ) Busch to CEO and the Board of Directors; Mike Phillips to Chief Financial Officer & Treasurer
The Company effected a one-for-ten reverse stock split
DOWNERS GROVE, IL – InvenTrust Properties Corp. (“InvenTrust” “IVT”, or the “Company”) today announced that the Board of Directors and management has commenced a process to evaluate liquidity alternatives, including but not limited to a potential listing on a national securities exchange, in order to provide a return of capital to the Company’s stockholders.
Previously, the COVID-19 pandemic and related uncertainties delayed the Company’s process for exploring and executing upon a potential liquidity alternative. However, based upon recent developments in InvenTrust’s business and market conditions, the Board of Directors, together with the management team and legal and financial advisors, have reinitiated this process and are evaluating liquidity alternatives, including a potential listing of the Company’s common stock on a national securities exchange. While there can be no assurance that the process will result in the Company executing on a liquidity alternative, the Company is implementing several corporate initiatives described below to prepare for a liquidity alternative in the Company and its stockholders’ best interests.
The InvenTrust Board approved a 5% increase to the dividend rate starting with the fourth quarter 2021 distribution due to be paid in January 2022. This is the Company’s second dividend rate increase in 2021.
“Prior to joining the Company in 2019,” said Mr. Busch. “InvenTrust made tremendous progress to position the Company’s premier Sunbelt, grocery-anchored portfolio and capital structure for a potential liquidity event. Our portfolio and strategy have been validated by the performance exhibited during COVID-19 and is well-positioned for the future. Our ability to increase our dividend a second time this year is a testament to the portfolio’s cash flow durability and our low-leverage model. Over the coming months, the InvenTrust team will continue to focus on executing on our strategy and providing value to our stockholders.”
In connection with the Board of Director’s decision to evaluate a liquidity alternative, the Board approved a one-for-ten reverse stock split of each issued and outstanding share of InvenTrust’s common stock, $0.001 par value (the “Common Stock”) effective August 5th. As a result of the reverse stock split, IVT’s stockholders received one share of post-split Common Stock for every ten shares of pre-split Common Stock they held. Any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share. Although the reverse stock split reduced IVT’s total shares of Common Stock
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| NEWS RELEASE |
outstanding, it had no material impact to the Company’s stockholders as voting rights per share and percentage ownership interest in the Company remained the same, except for de minimis changes as a result of the elimination of fractional shares. InvenTrust’s business remains unchanged following its reverse stock split. Post-split, the new dividend amount for the third quarter will be $0.205 per share. On an annualized basis, stockholders will receive $0.821 per share.
The Company also announced, in connection with the Board’s evaluation of liquidity alternatives, the suspension of the Third Amended and Restated Share Repurchase Program (the “SRP”) as of September 5, 2021. The scheduled September 27, 2021 redemption date will not be executed and all repurchase requests currently in queue for repurchase will be removed.
Additionally, as previously announced, effective August 6, 2021, the Company appointed Daniel J. (DJ) Busch to the position of Chief Executive Officer upon the retirement of Thomas McGuinness. Mr. Busch was also appointed to the IVT Board of Directors, effective immediately. Mr. McGuinness will continue to serve out his term through May 2022. In connection with Mr. Busch’s appointment as Chief Executive Officer, he stepped down as Chief Financial Officer and Treasurer and Mike Phillips was appointed to such positions, effective August 6th.
About Daniel J. Busch
Prior to his appointment to Chief Executive Officer, Mr. Busch was appointed to the position of President of InvenTrust Properties Corp in February 2021. He served as Executive Vice President, Chief Financial Officer and Treasurer of InvenTrust since 2019. Mr. Busch joined InvenTrust in September 2019, providing oversight to our financial and accounting practices, and ensuring the financial viability of the Company’s strategy. Prior to that, Mr. Busch served as Managing Director, Retail at Green Street Advisors, an independent research and advisory firm for commercial real estate industry in North America and Europe, where he conducted independent research on the shopping center, regional mall, and net lease sectors. Previously, Mr. Busch served as an equity research analyst at Telsey Advisory Group and worked in a corporate capacity at Petco Animal Supplies Inc. He is a member of the Urban Land Institute, contributing as an active member on the Commercial and Retail Development Council. Mr. Busch received a B.S. in Applied Economics and Management from Cornell University and an MBA with specializations in general finance, financial instruments and markets from New York University.
About Mike Phillips
Prior to his appointment as Chief Financial Officer and Treasurer of the Company, Mr. Phillips served as Senior Vice President and Chief Accounting Officer of InvenTrust. He has been with InvenTrust since 2009, serving in various senior financial and accounting roles such as Controller, Director for Internal Reporting and Senior Accounting Manager for Financial Reporting. Prior to joining the Company, Mr. Phillips worked at Pasquinelli Homebuilding for five years, serving as Manager of Finance. He graduated from The University of Iowa Tippie College of Business with a Bachelor of Business Administration in Finance and received a Master of Science in Real Estate from Roosevelt University. Mr. Phillips is a licensed certified public accountant in the State of Illinois.
About InvenTrust Properties Corp.
InvenTrust Properties Corp. (IVT) is a premier multi-tenant retail REIT that owns, leases, redevelops, acquires and manages grocery anchored neighborhood centers, and select power centers that often have a grocery component, in Sun Belt markets with favorable demographics. We seek to continue to execute
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| NEWS RELEASE |
our strategy to enhance our multi-tenant retail platform by further investing in grocery-anchored centers with essential retail in our current markets, while exhibiting focused and disciplined capital allocation. As of June 30, 2021, the company is an owner and manager of 65 retail properties, representing 10.8 million square feet of retail space. IVT became a self-managed REIT in 2014 and a Global Real Estate Sustainability Benchmark (“GRESB”) member in 2018.
Forward-Looking Statements Disclaimer
Forward-Looking Statements in this press release, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representation, plans or predictions of the future and are typically identified by words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. The following factors, among others, could cause actual results and financial position and timing of certain events to differ materially from those described in the forward-looking statements: the effects and duration of the COVID-19 pandemic; interest rate movements; local, regional, national and global economic performance; competitive factors; the impact of e-commerce on the retail industry; future retailer store closings; retailer consolidation; retailers reducing store size; retailer bankruptcies; the Company’s ability to meet and then maintain the listing requirements of a national securities exchange; government policy changes; and any material market changes and trends that could affect the Company’s decision to consummate a liquidity alternative. For further discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see the Risk Factors included in InvenTrust’s most recent Annual Report on Form 10-K, as updated by any subsequent Quarterly Report on Form 10-Q, in each case as filed with the Securities and Exchange Commission. InvenTrust intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, except as may be required by applicable law. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Contacts
Dan Lombardo, InvenTrust Properties Corp.
630-570-0605 or dan.lombardo@inventrustproperties.com
Exhibit 99.2
Dear Fellow Shareholder,
Today marks my first letter to shareholders as CEO of InvenTrust Properties (“IVT”, the “Company”). It is an exciting time for the Company and I am incredibly honored by the opportunity to lead a fantastic InvenTrust team. Prior to joining the company in 2019, InvenTrust made tremendous progress to strengthen our premier Sunbelt, grocery-anchored portfolio and capital structure. The team and I will continue to build on this momentum. On a personal note, I want to thank Tom McGuinness for his leadership and mentorship over the last several years.
My tenure as CEO begins with some positive news for our shareholders. On August 5th, the Board approved a 5% increase to the dividend payment starting with the fourth quarter 2021 distribution due to be paid in January 2022. This is our second increase in our distribution rate this year. InvenTrust’s ability to increase our dividend is driven by the essential nature of our retail assets and our disciplined approach to capital management.
Our second announcement is related to the Company’s pursuit of a strategic liquidity alternative. Previously, the COVID-19 pandemic and related uncertainties delayed our process for exploring and executing upon a potential liquidity alternative. However, based upon recent developments in our business and market conditions, our Board of Directors, together with our management team and legal and financial advisors, have reinitiated this process and are evaluating liquidity alternatives, including a potential listing of the Company’s common stock on a national securities exchange. There can be no assurance that the process will result in the Company executing on a liquidity alternative. Furthermore, we may be unable to execute on such a transaction on terms we would find attractive for our shareholders and our ability to do so will be influenced by external and macroeconomic factors including, among others, the effects and duration of the COVID-19 pandemic, interest rate movements, local, regional, national and global economic performance, competitive factors, the impact of e-commerce on the retail industry, future retailer store closings, retailer consolidation, retailers reducing store size, retailer bankruptcies, and government policy changes.
There are several corporate initiatives the Company will implement to prepare for a liquidity alternative, one of which is already underway. On August 5th, the Company effected a one-for-ten reverse stock split of each issued and outstanding share of InvenTrust’s common stock. As a result of the reverse stock split, every 10 shares of issued and outstanding common stock will be changed into one share of common stock. Fractional shares will be rounded up to the nearest whole share and will be reflected on your account statements in the
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near future. The split will effectively have no material impact to the Company’s shareholders as voting rights per share and percentage ownership interest in the Company will remain the same, except for de minimis changes as a result of the elimination of fractional shares.
Here is a brief example of how an InvenTrust shareholder account will look before and after the reverse stock split:
| IVT Shareholder |
# of Shares | Estimated Share Value as of Dec. 2020 |
Value of Shares | Value of Annual Dividend Rate |
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| Pre-Reverse Stock Split |
4,000 | $ | 2.89 | $ | 11,560 | $ | 0.08211 | |||||||||
| Post Reverse Stock Split |
400 | $ | 28.90 | $ | 11,560 | $ | 0.8211 | |||||||||
In connection with and directly related to the Board’s decision to evaluate a liquidity alternative, we have also announced the suspension of the Share Repurchase Program (“SRP”) as of September 5th. The online portal for the SRP has been shut down and the September 27th redemption date will not be executed. All SRP repurchase requests currently in the queue will be removed from the queue. No other action from you is needed. If you have any questions on the SRP or any of the recent announcements, please feel free to contact Computershare at 855-377-0510 or email InvenTrust directly at InvestorRelations@InvenTrustProperties.com.
In closing, since joining the company I have been energized by the passion of the InvenTrust team to drive the company into its next phase and while there can be no guarantees we will be able to do so, I believe the portfolio is well-positioned for the next step of pursuing a liquidity alternative for our shareholders. I look forward to sharing our progress and more news in the near future.
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Sincerely, |
INVENTRUST PROPERTIES CORP.
Daniel (DJ) Busch
President & CEO
Forward-Looking Statements in this letter, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representation, plans or predictions of the future and are typically identified by words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain and involve known and unknown risks that are difficult to predict. The following factors, among others, could cause actual results and financial position and timing of certain events to differ materially from those described in the forward-looking statements: the effects and duration of the COVID-19 pandemic; interest rate movements; local, regional, national and global economic performance; competitive factors; the impact of e-commerce on the retail industry; future retailer store closings; retailer consolidation; retailers reducing store size; retailer bankruptcies; the Company’s ability to meet and then maintain the listing requirements of a national securities exchange; government policy changes; and any material market changes and trends that could affect the Company’s decision to consummate a liquidity alternative. For further discussion of factors that could materially affect the outcome of the Company’s forward-looking statements and our future results and financial condition, see the Risk Factors included in the Company’s most recent Annual Report on Form 10-K, as updated by any subsequent Quarterly Report on Form 10-Q, in each case as filed with the Securities and Exchange Commission. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, except as may be required by applicable law. You are cautioned not to place undue reliance on any forward-looking statements, which are made as of the date of this letter. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward looking statements.