UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 13, 2020
CCUR Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-37706 | 04-2735766 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 6470 East Johns Crossing, Suite 490, Duluth, Georgia | 30097 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (770) 305-6434
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name on exchange which registered |
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other events. |
On February 13, 2020, CCUR Holdings, Inc. issued a press release announcing that its Board of Directors authorized a one-time special dividend payment of $0.50 per share of CCUR Holdings, Inc. common stock for common stockholders of record as of February 24, 2020, payable on March 9, 2020. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description | |
| 99.1 | Press Release of CCUR Holdings, Inc., released on February 13, 2020. |
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.
Dated: February 13, 2020
CCUR Holdings, Inc.
(Registrant)
| By: | /s/ Wayne Barr, Jr. | ||
| Wayne Barr, Jr. | |||
| Chief Executive Officer and President |
Exhibit 99.1
CCUR HOLDINGS DECLARES SPECIAL ONE-TIME CASH DIVIDEND
DULUTH, GA, FEBRUARY 13, 2020 – CCUR Holdings, Inc. (OTCQB: CCUR) today announced that its Board of Directors has declared a special one-time cash dividend of $0.50 per share of CCUR Holdings, Inc. common stock to common stockholders of record on February 24, 2020, to be paid on March 9, 2020. On December 10, 2019, the Company reported the Board was reviewing capital allocation alternatives to maximize stockholder value, including a potential limited return of capital to stockholders.
“We are pleased to announce the declaration of this one-time dividend for our stockholders. The Company has continued to build momentum with the implementation of its business plan over the past several months and our overall strategy has resulted in generating four consecutive quarters of profitability,” said Wayne Barr, President and CEO. “As we analyzed our capital needs to advance our profitability potential and existing operations, the Board elected to maximize the return to our stockholders through the declaration of this special dividend.”
The Board will continue to review capital allocation alternatives in light of the Company’s capital needs, business opportunities then-available to the Company and the Company’s results of operations.
On February 5, 2020, the Company reported net income attributable to its stockholders of $2,737,000, or $0.31 per share, for the second quarter of fiscal year 2020 and net income attributable to its stockholders of $6,143,000, or $0.70 per share for the first six months of fiscal year 2020. The Company generated operating cash flow of $2,080,000 for the first six months of fiscal year 2020.
About CCUR Holdings, Inc.
CCUR Holdings, Inc. (“CCUR”) operates merchant cash advance (MCA) and real estate business segments through its subsidiaries Recur Holdings LLC and LM Capital Solutions, LLC and actively pursues other business opportunities to maximize the value of its assets through evaluation of additional operating businesses or assets for acquisition. More information on the Company is available at www.ccurholdings.com.
Forward Looking Statements
Certain statements made or incorporated by reference herein may constitute “forward-looking statements” within the meaning of federal securities laws. When used or incorporated by reference in this report, the words “may,” “should,” “could,” “believes,” “expects,” “estimates,” “anticipates,” and similar expressions are intended to identify forward-looking statements. Statements regarding future events and developments such as future financial performance or returns, as well as expectations, beliefs, plans, estimates or projections relating to the future and current assessments of business opportunities, are forward-looking statements within the meaning of these laws. These statements are based on beliefs and assumptions of CCUR’s management, which are based on currently available information. Except for the historical information contained herein, the matters discussed in this communication may contain forward-looking statements that involve risks and uncertainties that may cause CCUR’s actual results to be materially different from such forward-looking statements and could materially adversely affect its business, financial condition, operating results and cash flows. These risks and uncertainties include, but are not limited to, CCUR’s ability to successfully negotiate, perform due diligence and consummate any additional acquisitions, expected cash and liquidity positions, expected financial performance and revenue streams, market fluctuations in or material financial or regulatory changes impacting the MCA and real estate industry and general business conditions, as well as other risks listed in the Company’s Form 10-K filed on August 28, 2019 and subsequent quarterly reports filed with the Securities and Exchange Commission and risk and uncertainties not presently known to CCUR or that CCUR currently deems immaterial.
CCUR wishes to caution against placing undue reliance on any forward-looking statements, which speak only as of the date on which they were made. CCUR does not undertake any obligation to update forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law.
Contact:
Michael Polyviou
mpolyviou@evcgroup.com
732-933-2755