DENVER, Nov. 9, 2017 /PRNewswire/ -- RE/MAX
Holdings, Inc. (the "Company" or "RE/MAX Holdings") (NYSE:
RMAX), parent company of RE/MAX, one of the world's leading
franchisors of real estate brokerage services, and Motto Mortgage,
an innovative mortgage brokerage franchise, today announced that
the Company intends to file with the U.S. Securities and Exchange
Commission ("SEC") a Form 12b-25 Notification of Late Filing with
regard to its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2017 ("Form 10-Q"). As
disclosed on November 2, 2017, the
Company indicated that it may not be in a position to file its Form
10-Q by the November 9, 2017 deadline
and the Company now confirms that it is unable to file its Form
10-Q by the due date.
As also disclosed on November 2,
2017, the Company's Board of Directors has appointed a
special committee of independent directors (the "Special
Committee") to investigate allegations concerning actions of
certain members of the Company's senior management, including an
allegation of a previously undisclosed loan of personal funds from
David L. Liniger, the Company's
Co-Chief Executive Officer and Chairman, to Adam M. Contos, the Company's Co-Chief Executive
Officer, and allegations of wrongdoing in employment practices and
conduct.
Messrs. Liniger and Contos have confirmed the existence of the
personal loan for the purchase of a residence, certain other
personal transactions in the form of cash and non-cash gifts, and
that no Company funds were used or otherwise involved in any of
these transactions.
Although substantial progress has been made on the investigation
by the Special Committee, the work is ongoing and the Company is
currently unable to predict the outcome or timing of completion of
the investigation. The Company is working diligently on this
matter and will, as soon as practicable, make a further
announcement regarding the updated timing of the third quarter
earnings release and conference call to review financial results
for the quarter ended September 30,
2017.
The Company will file a Current Report on Form 8-K in connection
with any notice from the New York Stock Exchange of noncompliance
regarding the listing requirements for timely filing of annual and
interim reports.
About the RE/MAX Network
RE/MAX was founded in 1973 by David and
Gail Liniger, with an innovative, entrepreneurial culture
affording its agents and franchisees the flexibility to operate
their businesses with great independence. Over 115,000 agents
provide RE/MAX a global reach of over 100 countries and
territories. Nobody sells more real estate than RE/MAX as measured
by total residential transaction sides.
RE/MAX, one of the world's leading franchisors of real estate
brokerage services, and Motto Mortgage, an innovative mortgage
brokerage franchise, are subsidiaries of RMCO LLC, which is
controlled and managed by RE/MAX Holdings, Inc. (NYSE: RMAX).
Forward-Looking Statements
This press release 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 as well as progress of the investigation, expectations
about the Company's reporting of its results and filing its Form
10-Q for the quarter ended September 30,
2017 and potential violations of the Company's codes of
ethics and business conduct and policies. 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.
View original
content:http://www.prnewswire.com/news-releases/remax-holdings-provides-update-on-form-10-q-filing-300553380.html
SOURCE RE/MAX Holdings, Inc.