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):
May 7, 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 Symbol | 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 2.02. | Results of Operations and Financial Condition. |
On May 7, 2020, CCUR Holdings, Inc. (the “Company”) issued a press release containing information about its financial condition and results of operations for its third fiscal year 2020 quarter ended March 31, 2020. Included in the press release are (i) the unaudited condensed consolidated balance sheets of the Company as of March 31, 2020 and June 30, 2019, and (ii) the Company’s unaudited condensed consolidated statements of operations for (a) the three months and nine months ended March 31, 2020 and March 31, 2019 and (b) the three months ended March 31, 2020 and December 31, 2019. 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 May 7, 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: May 7, 2020
CCUR Holdings, Inc. (Registrant) |
|||
| By: | /s/ Warren Sutherland | ||
| Warren Sutherland | |||
| Chief Financial Officer | |||
Exhibit 99.1
CCUR HOLDINGS REPORTS FIFTH CONSECUTIVE PROFITABLE QUARTER; GENERATES OPERATING CASH FLOW
DULUTH, GA, May 7, 2020 – CCUR Holdings, Inc. (OTCQB: CCUR) today reported net income attributable to its stockholders of $707,000, or $0.08 per share, for the third quarter of fiscal year 2020. This is the fifth consecutive quarter the Company reported net income and earnings per share. Operating cash flow for the third quarter of fiscal year 2020 was $1,518,000.
Revenue for the quarter increased to $1,463,000 compared to $1,074,000 during the prior fiscal year period. The revenue increase was primarily due to Merchant Cash Advance (MCA) revenue increasing 43% to $1,176,000 compared to $825,000 in the third quarter of fiscal year 2019. Revenue from interest on loans increased 15% to $287,000. Other interest, dividend and investment income for the period totaled $672,000 compared to $1,397,000 in the prior fiscal year third quarter.
“Our performance in the quarter was generally in line with our expectations, and despite the business disruption driven by the COVID-19 pandemic, we achieved certain key objectives,” commented Wayne Barr, President and Chief Executive Officer. “We reported the fifth consecutive quarter of net income and earnings per share and distributed a one-time $0.50 cash dividend to our stockholders illustrating the results of our strategic initiatives and operating execution. Our goal over the coming weeks is to continue to minimize our risk exposure while investigating potentially attractive opportunities to deploy our capital and enhance our long-term growth prospects. We believe our operating results, when combined with a robust balance sheet and a clear plan to successfully navigate the current operating environment, position us to emerge from this crisis and continue to build stockholder value.”
Selling, general, and administrative expenses for the third quarter of fiscal year 2020 was $968,000. During the third quarter of fiscal year 2020, the Company implemented cost reduction initiatives, primarily in the form of salary reductions, to align its operations during this global crisis. Total operating expenses for the third quarter of fiscal year 2020 were $652,000 and included a $680,000 reduction of expense attributable to change in the fair value of contingent consideration. This change in fair value was due to a revision to the estimated likelihood that the MCA business will exceed financial performance targets against the headwinds of the COVID-19 pandemic.
The Company’s operating income for the third quarter of fiscal year 2020 was $811,000 as compared to an operating loss of $231,000 for the third quarter of fiscal year 2019. Total working capital as of March 31, 2020 was $46.5 million as compared with $48.8 million as of June 30, 2019. The Company’s balance sheet remains strong and at March 31, 2020 it had cash and cash equivalents of approximately $16.8 million, which was net of a one-time cash dividend payout of $4.4 million.
Nine Month Results
Revenue for the nine months ended March 31, 2020 was $4,981,000 compared to $1,610,000 for the nine months ended March 31, 2019. The revenue increase reflects the growth of the Company’s MCA business, which was $4,064,000 compared to $1,045,000 for the prior fiscal year nine-month period. Revenue from interest on loans was $917,000 for the first nine months of fiscal year 2020, representing a 62% increase compared to $565,000 for the first nine months of fiscal year 2019. Other interest income and realized and unrealized gains on investments, net for the first nine months of fiscal year 2020 totaled $6,715,000 compared to $1,347,000 in the comparable prior fiscal year period. The Company reported net income attributable to its stockholders of $6,850,000, or $0.78 per share, for the first nine months of fiscal year 2020 compared to a net loss of $122,000, or $0.01 per share, for the comparable prior fiscal year period. The Company generated operating cash flow of $3,598,000 for the first nine months of fiscal year 2020.
On March 9, 2020, the Company paid a special one-time cash dividend of $0.50 per share of the Company’s common stock to common stockholders (record date on February 24, 2020).
About CCUR Holdings, Inc.
CCUR Holdings, Inc. (“CCUR”) operates MCA and real estate business segments through its subsidiaries LM Capital Solutions, LLC and Recur Holdings LLC, respectively, 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 “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, the duration and impact of COVID-19 on CCUR’s business plans and expected operating results, 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.
(Tables to follow)
Contact:
Michael Polyviou
mpolyviou@evcgroup.com
732-933-2755
CCUR HOLDINGS,
INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Amounts in thousands, except share and per share data)
| March 31, 2020 | June 30, 2019 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 16,763 | $ | 8,083 | ||||
| Equity securities, fair value | 7,374 | 7,405 | ||||||
| Fixed maturity securities, available-for-sale, fair value | 10,952 | 20,393 | ||||||
| Current maturities of mortgage and commercial loans receivable | 2,639 | 3,184 | ||||||
| Advances receivable, net | 8,232 | 9,389 | ||||||
| Prepaid expenses and other current assets | 1,254 | 1,779 | ||||||
| Total current assets | 47,214 | 50,233 | ||||||
| Land investment | 3,568 | 3,265 | ||||||
| Deferred income taxes, net | - | 475 | ||||||
| Mortgage and commercial loans receivable, net of current maturities | 4,520 | 3,680 | ||||||
| Definite-lived intangibles, net | 2,551 | 2,910 | ||||||
| Goodwill | 1,260 | 1,260 | ||||||
| Other long-term assets, net | 913 | 651 | ||||||
| Total assets | $ | 60,026 | $ | 62,474 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 727 | $ | 660 | ||||
| Contingent consideration, current | - | 750 | ||||||
| Total current liabilities | 727 | 1,410 | ||||||
| Long-term liabilities: | ||||||||
| Pension liability | 4,014 | 4,136 | ||||||
| Contingent consideration, long-term | 2,010 | 2,340 | ||||||
| Long-term debt | - | 1,600 | ||||||
| Other long-term liabilities | 849 | 632 | ||||||
| Total liabilities | 7,600 | 10,118 | ||||||
| Stockholders' equity: | ||||||||
| Shares of common stock, par value $0.01; 14,000,000 authorized; 8,797,671 and 8,756,156 issued and outstanding at March 31, 2020, and June 30, 2019, respectively | 88 | 87 | ||||||
| Capital in excess of par value | 209,097 | 208,881 | ||||||
| Non-controlling interest | 1,187 | 762 | ||||||
| Accumulated deficit | (148,457 | ) | (150,795 | ) | ||||
| Accumulated other comprehensive loss | (9,489 | ) | (6,579 | ) | ||||
| Total stockholders' equity | 52,426 | 52,356 | ||||||
| Total liabilities, non-controlling interest, and stockholders' equity | $ | 60,026 | $ | 62,474 | ||||
CCUR HOLDINGS,
INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in thousands, except share and per share data)
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Revenues: | ||||||||||||||||
| Merchant cash advance fees and other revenue | $ | 1,176 | $ | 825 | $ | 4,064 | $ | 1,045 | ||||||||
| Interest on mortgage and commercial loans | 287 | 249 | 917 | 565 | ||||||||||||
| Total revenues | 1,463 | 1,074 | 4,981 | 1,610 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general, and administrative | 968 | 909 | 3,609 | 2,536 | ||||||||||||
| Change in fair value of contingent consideration | (680 | ) | - | (1,080 | ) | - | ||||||||||
| Amortization of purchased intangibles | 120 | 53 | 359 | 53 | ||||||||||||
| Provision for credit losses on advances | 244 | 343 | 640 | 838 | ||||||||||||
| Total operating expenses | 652 | 1,305 | 3,528 | 3,427 | ||||||||||||
| Operating income (loss) | 811 | (231 | ) | 1,453 | (1,817 | ) | ||||||||||
| Other interest income | 1,391 | 1,053 | 5,673 | 2,788 | ||||||||||||
| Realized (loss) gain on investments, net | (102 | ) | 525 | 1,817 | 726 | |||||||||||
| Unrealized loss on equity securities, net | (617 | ) | (181 | ) | (775 | ) | (2,167 | ) | ||||||||
| Other (expense) income, net | (291 | ) | 160 | (225 | ) | 265 | ||||||||||
| Income (loss) before income taxes | 1,192 | 1,326 | 7,943 | (205 | ) | |||||||||||
| Provision (benefit) for income taxes | 292 | (75 | ) | 448 | (73 | ) | ||||||||||
| Net income (loss) | 900 | 1,401 | 7,495 | (132 | ) | |||||||||||
| Less: Net (income) loss attributable to non-controlling interest | (193 | ) | 10 | (645 | ) | 10 | ||||||||||
| Net income (loss) attributable to CCUR Holdings, Inc. stockholders | $ | 707 | $ | 1,411 | $ | 6,850 | $ | (122 | ) | |||||||
| Earnings (loss) per share attributable to CCUR Holdings, Inc. stockholders: | ||||||||||||||||
| Basic | $ | 0.08 | $ | 0.16 | $ | 0.78 | $ | (0.01 | ) | |||||||
| Diluted | $ | 0.08 | $ | 0.16 | $ | 0.78 | $ | (0.01 | ) | |||||||
| Weighted average shares outstanding - basic | 8,779,681 | 8,853,451 | 8,764,795 | 8,998,935 | ||||||||||||
| Weighted average shares outstanding - diluted | 8,858,497 | 8,864,071 | 8,833,746 | 8,998,935 | ||||||||||||
CCUR HOLDINGS,
INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in thousands, except share and per share data)
| Three Months Ended | ||||||||
| March 31, 2020 | December 31, 2019 | |||||||
| Revenues: | ||||||||
| Merchant cash advance fees and other revenue | $ | 1,176 | $ | 1,440 | ||||
| Interest on mortgage and commercial loans | 287 | 347 | ||||||
| Total revenues | 1,463 | 1,787 | ||||||
| Operating expenses: | ||||||||
| Selling, general, and administrative | 968 | 1,307 | ||||||
| Change in fair value of contingent consideration | (680 | ) | (410 | ) | ||||
| Amortization of purchased intangibles | 120 | 119 | ||||||
| Provision for credit losses on advances | 244 | 180 | ||||||
| Total operating expenses | 652 | 1,196 | ||||||
| Operating income | 811 | 591 | ||||||
| Other interest income | 1,391 | 2,145 | ||||||
| Realized (loss) gain on investments, net | (102 | ) | 843 | |||||
| Unrealized loss on equity securities, net | (617 | ) | (627 | ) | ||||
| Other (expense) income, net | (291 | ) | 65 | |||||
| Income before income taxes | 1,192 | 3,017 | ||||||
| Provision (benefit) for income taxes | 292 | (17 | ) | |||||
| Net income | 900 | 3,034 | ||||||
| Less: Net income attributable to non-controlling interest | (193 | ) | (297 | ) | ||||
| Net income attributable to CCUR Holdings, Inc. stockholders | $ | 707 | $ | 2,737 | ||||
| Earnings per share attributable to CCUR Holdings, Inc. stockholders: | ||||||||
| Basic | $ | 0.08 | $ | 0.31 | ||||
| Diluted | $ | 0.08 | $ | 0.31 | ||||
| Weighted average shares outstanding - basic | 8,779,681 | 8,758,710 | ||||||
| Weighted average shares outstanding - diluted | 8,858,497 | 8,840,870 | ||||||