What is the role of the SEC in relation to the forward-looking statements made by Ledgers?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
t registered public accounting firm and that the Company will delay the filing of its Quarterly Report on Form 10-Q for the quarter ended October 31, 2017. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward Looking Statements
This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, which provides a "safe harbor" for such statements in certain circumstances. The forwardlooking statements include statements or expectations regarding potential impacts of KPMG's resignation, ability and timing to complete the accounting review and audits, comprehensiveness of the Company's accounting review and ability to engage an independent accounting firm and related matters. These statements are based upon current expectations, estimates, projections, beliefs and assumptions of Company management, and there can be no assurance that such expectations will prove to be correct. Because forward-looking statements involve risks and uncertainties and speak only as of the date on which they are made, actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to loss of key personnel or inability to engage accounting personnel as needed; inability to address the previously disclosed accounting matters; identification of additional material weaknesses or significant deficiencies; disagreements or additional reportable events that KPMG may identify in a letter addressed to the SEC pursuant to Item 304 of Regulation S-K; failure to engage an independent accounting firm, complete the audits and re-audits and file any required restatements and periodic reports; adverse effects resulting from the Company's common stock being delisted from the Nasdaq Stock Market LLC; risks relating to the substantial costs and diversion of personnel's attention and resources due to these matters and related litigation and other factors discussed in greater detail in the Company's filings with the SEC. You are cautioned not to place undue reliance on such statements and to consult the Company's most recent Annual Report on Form 10-K and other SEC filings for additional risks and uncertainties that may apply to the Company's business and the ownership of the Company's securities. The Company's forward-looking statements are presented as of the date made, and the Company does not undertake any duty to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
16.1 Letter from KPMG LLP dated December 11, 2017. 99.1 Press Release dated December 11, 2017.
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.
LIBERTY TAX, INC.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to the 2025 FDD, Ledgers includes forward-looking statements, and the Securities and Exchange Commission (SEC) plays a role in overseeing these statements. These forward-looking statements are covered under Section 21E of the Securities Exchange Act of 1934, which provides a "safe harbor" for such statements under certain conditions. These statements involve expectations regarding potential impacts such as the resignation of KPMG, the ability to complete accounting reviews and audits, and the engagement of an independent accounting firm. These forward-looking statements are based on the current expectations and beliefs of the company's management. However, there is no guarantee that these expectations will be correct. Actual events or results could significantly differ from those discussed in these statements due to various risks and uncertainties. These risks include the loss of key personnel, the inability to address accounting matters, the identification of material weaknesses, disagreements with KPMG, failure to complete audits, and adverse effects from the company's stock being delisted from the Nasdaq Stock Market LLC.
The SEC's role is also reflected in the requirement for Ledgers to file reports and disclosures. KPMG's letter, confirming their agreement with the disclosures required by Item 304(a) of Regulation S-K, is filed with the SEC as an exhibit. This indicates that Ledgers must provide certain disclosures to the SEC related to the reasons for KPMG's resignation. Additionally, the company's filings with the SEC, such as the Annual Report on Form 10-K, contain additional risks and uncertainties that may apply to the company's business and the ownership of its securities. These filings are available for investors to review and provide further information about the company's operations and financial condition.
Prospective franchisees should not rely solely on these forward-looking statements but should also consult Ledgers' most recent Annual Report on Form 10-K and other SEC filings for a comprehensive understanding of the risks and uncertainties associated with the company. Ledgers does not undertake any duty to update these forward-looking statements, regardless of new information or future events. This means that the statements are presented as of a specific date, and there is no guarantee that they will be updated to reflect changes in circumstances. Therefore, it is crucial for potential investors and franchisees to conduct their own due diligence and seek professional advice before making any investment decisions.