RE/MAX : Financial Statements and Exhibits (form 8-K/A)
Article 9.01. Annual accounts and exhibits.
When analyzing the purchase accounting in relation to the acquisition, the company came to the preliminary conclusion that it must allocate part of the purchase price of the acquisition to a loss from the processing of the already existing master franchise agreements in which the RE / The acquisition license rates paid to MAX INTEGRA were below the current market price. This is in contrast to previous acquisitions in independent regions where the company allocated the entire purchase price to the assets acquired, primarily goodwill and other identifiable intangible assets.
The company believes that the same conclusion may apply to some of its other independent regions acquired between 2007 and 2017, where the region paid a license fee below the current market rate prior to the acquisition. In these circumstances, the company’s goodwill and identifiable intangible assets may become overestimated, resulting in excessive amortization of post-acquisition intangible assets.
The Company is evaluating the materiality of this purchase balance change for any particular Independent Region acquired between 2007 and 2017 and does not believe that it would affect previously reported sales, Adjusted EBITDA, Adjusted earnings per share, accounts receivable or cash on hand. In connection with the ongoing review of these matters, the Company is also examining whether a possible re-presentation of historical financial statements would be necessary. The Company is currently unable to predict when this assessment will be completed and when the Company will be able to file an additional amendment to the Initial Form 8-K to include the required proforma financial information related to the acquisition.
The company intends to file an additional amendment to Initial Form 8-K to provide the required proforma financial information once the company has completed its assessment of these matters.
(a) Consolidated Financial Statements of Acquired Companies
The audited consolidated financial statements of Polzler & Schneider Holdings Corporation as of October 31, 2020 and October 31, 2019 as well as the accompanying notes and the audited consolidated financial statements of RE / MAX Ontario-Atlantic Canada, Inc. for October 31, 2020 and October 31, 2019 The end of the year and the associated comments are submitted as Annex 99.1 or Annex 99.2 to this Form 8-K / A.
The unaudited consolidated financial statements of Polzler & Schneider Holdings Corporation and RE / MAX Ontario-Atlantic Canada, Inc. for the six months ended April 30, 2021 are hereby submitted as Annexes 99.3 and 99.4, respectively.
Polzler & Schneider Holdings Corporation and RE / MAX Ontario-Atlantic Canada, Inc. make up the North American operations of RE / MAX INTEGRA, which were acquired by the company.
(b) Unaudited pro forma financial information
The Company submits the pro forma unaudited financial information required under Item 9.01 (b) of Form 8-K based on the above review of its historical purchase balance for acquisitions of certain independent regions between 2007 and. currently not a 2017.
The following documents were submitted as exhibits to this report and are incorporated herein by reference as described above.
2 Appendix No. Description 23.1 Approval by Peterson, Whitaker & Bjork, LLC with respect to the audited consolidated financial statements of Polzler & Schneider Holdings Corporation as of October 31, 2020 and October 31, 2019. 23.2 Approval by KPMG LLP with respect to the audited consolidated financial statements of RE / MAX Ontario-Atlantic Canada, Inc. for the fiscal years ended October 31, 2020 and 2019. 99.1 Audited consolidated financial statements of Polzler & Schneider Holdings Corporation as of and for the fiscal years ended October 31, 2020 and 2019, together with the accompanying auditor’s report von Peterson, Whitaker & Bjork, LLC dated June 2, 2021. 99.2 Audited consolidated financial statements of RE / MAX Ontario-Atlantic Canada Inc. as of and for the financial years ending October 31, 2020 and 2019, together with the accompanying auditor’s report from KPMG LLP dated June 26, 2020 May 2021. 99.3 Unaudited condensed interim consolidated financial statements of Polzler & Schneider Holdings Corporation as of April 30, 2021. 99.4 Unaudited condensed he interim consolidated financial statements of RE / MAX Ontario-Atlantic Canada Inc. as of and as of April 30, 2021. 104 Title page Interactive Data File (formatted as inline XBRL). Forward-Looking Statements
This amendment contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by the use of words such as “believe”, “intend”, “expect”, “Estimate,” “plan,” “look,” “project,” “anticipate,” “may,” “will,” “would” and other similar words and expressions that predict or indicate future events or trends that are not statements Forward-looking statements include statements relating to: The Company’s preliminary conclusion that it must allocate a portion of the purchase price of the acquisition to a loss on the settlement of the pre-existing master franchise agreements, including statements based on the This conclusion might be true of certain of its other acquisitions in the Independent Region, the company’s belief that the change d The purchase invoice has no impact on previously reported sales, adjusted EBITDA, adjusted earnings per share, accounts receivable or cash on hand, the company’s assessment of whether a possible re-presentation of historical financial statements is required, and statements of when the company’s operations in relation to the proforma financial information required under Item 9.01 (b) of Form 8-K in connection with the acquisition is completed or when an additional change may be submitted on the initial Form 8-K to include the required proforma financial information in Connection with the acquisition. Forward-looking statements should not be read as a guarantee of future performance or results and do not necessarily indicate the exact times that such performance or results may be achieved. Forward-looking statements are based on information available at the time these statements were made and / or management’s good faith belief with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to be material which are expressed or suggested in the forward-looking statements. These risks and uncertainties include the global COVID-19 pandemic, which continues to pose significant and widespread risks to the company’s business, including the company’s agents, lenders, franchisees and employees, and home buyers and sellers. Other important risks and uncertainties include, without limitation, (1) that the Company’s review of the matters described above is in progress and the amounts in dispute to which they relate have not been finally determined; (2) the timing of the review of the the circumstances described above cannot be foreseen at this time, (3) that additional adjustments can be identified whose effects could be material, and the risks and uncertainties described in the “Risk Factors” and “Management Discussion and Analysis of Financial Condition” sections and operating results “in the most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC and similar information in subsequent periodic and current reports filed with the SEC filed on Investor Relations – Page from are available on the company’s website at www.remax.com and on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of their publication. Except as required by law, the company does not intend or undertake any obligation to update this information to reflect future events or circumstances.
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