RE/MAX Holdings, Inc. (NYSE:RMAX) Files An 8-K Regulation FD DisclosureItem 7.01.
On November 2, 2017 the Company issued a press release announcing among other items certain matters concerning a business update and outlook. The full text of the press release in the paragraph under the heading “Business Update and Outlook” is furnished herewith as part of Exhibit 99.1 and such text is incorporated herein by reference.
Due to a pending investigation, on November 2, 2017 the Company issued a press release announcing that it will delay its third quarter 2017 earnings release and conference call, and that it may not be in a position to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (the “Form 10-Q”) by the November 9, 2017 due date pending further work in connection with the investigation. The full text of the press release other than the paragraph under the heading “Business Update and Outlook” is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “believe,” “intend,” “expect,” “estimate,” “plan,” “outlook,” “project” and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. These forward-looking statements include statements regarding the ongoing investigation including descriptions of its scope, timing and impact, expectations about the Company’s reporting of its results and filing its Form 10-Q for the quarter ended September 30, 2017, potential violations of the Company’s codes of ethics and business conduct and policies, the Company’s belief that the financial statement impact of the loan and gift transactions will not have a material effect on its previously reported financial statements and the Company’s business update and outlook. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Such risks and uncertainties include, without limitation, (1) the uncertainty of the scope of the internal investigation of the Special Committee, and its ultimate findings, as well as the timing of its completion and costs and expenses arising out of the investigation process and its results, (2) the impact of the internal investigation on the Company, its management and operations, including financial impact as well as any litigation or regulatory action that may arise from the investigation, any of which may result in a material adverse effect on the Company, (3) the existence and identification of control deficiencies, including disclosure controls as well as any material weaknesses in internal control over financial reporting, and any impact of such control deficiencies as well as the associated costs in remediating those control deficiencies, (4) findings of misconduct or other inappropriate activities by members of our senior management, including violations of Company policies and procedures, and (5) reputational damage that the Company may suffer as a result of the matters being investigated by the Special Committee, as well as those risks and uncertainties described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) and similar disclosures in subsequent periodic and current reports filed with the SEC, which are available on the investor relations page of the Company’s website at www.remax.com and on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Except as required by law, the Company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances.
| Item 9.01. | Financial Statements and Exhibits. * |
* The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K is being "furnished" and shall not be deemed "filed" for purposed of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
RE/MAX Holdings, Inc. ExhibitEX-99.1 2 tv478478_ex99-1.htm EXHIBIT 99.1 RE/MAX Holdings Postpones Third Quarter Earnings Release And Conference CallDENVER,…To view the full exhibit click here
About RE/MAX Holdings, Inc. (NYSE:RMAX)
RE/MAX Holdings, Inc. is a franchisor of real estate brokerage services. The Company is engaged in the business of recruiting and retaining agents, and selling franchises. The Company operates in two segments: Real Estate Franchise Services and Brokerages. The Real Estate Franchise Services segment comprises the operations of its owned and independent global franchising operations, and corporate-wide professional services expenses. The Brokerages segment contains the operations of its owned brokerage offices in the United States, the results of operations of a mortgage brokerage company, in which it owns a non-controlling interest and reflects the elimination of intersegment revenue and other consolidation entities. Its franchisees operate under the RE/MAX brand name. In the United States and Canada, it owns over 10 of over 30 regional franchises, representing over 55% of its the United States and Canada agent count. The remaining over 20 regional franchises are Independent Regions.