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):
August 27, 2019
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.) |
| 4375 River Green Parkway, Suite 210, Duluth, Georgia | 30096 |
| (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(s) | Name of each exchange on 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 August 27, 2019, the Company issued a press release containing information about its financial condition and results of operations for its fourth fiscal year 2019 quarter ending June 30, 2019. Included in the press release are (i) the unaudited condensed consolidated balance sheets of the Company as of June 30, 2019, March 31, 2019 and June 30, 2018, and (ii) the Company’s unaudited condensed consolidated statements of operations for (a) the three months and fiscal years ended June 30, 2019 and June 30, 2018 and (b) the three months ended March 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 August 27, 2019. |
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: August 27, 2019
| CCUR Holdings, Inc. | |||
| (Registrant) | |||
| By: | /s/ Warren Sutherland | ||
| Warren Sutherland | |||
| Chief Financial Officer | |||
Exhibit 99.1
CCUR HOLDINGS REPORTS CONTINUED OPERATING PROGRESS DURING FOURTH QUARTER; EARNS $0.09 PER SHARE
Generates Fourth Consecutive Quarter of Increased Cash Flow from Operations
DULUTH, GA, AUGUST 27, 2019 – CCUR Holdings, Inc. (OTCQB: CCUR) today reported net income attributable to its stockholders of $803,000, or $0.09 per share, for the fourth fiscal quarter of 2019. During the prior year period, the Company reported a net loss of $1,700,000, or ($0.18) per share. Revenue for the quarter grew to $1,846,000 as compared to $54,000 during the prior year period and $1,074,000 in the third quarter of fiscal 2019. Merchant Cash Advance (MCA) revenue increased to $1,435,000 and revenue from interest on loans grew to $411,000. Other interest, dividend and investment income for the period totaled $1,770,000.
“Our fourth-quarter and full-year financial results continue to demonstrate the successful execution of our business plan,” said Wayne Barr, President and CEO. “The returns from our MCA and real estate operations continued to increase during the quarter and our operating segments are well positioned as we enter fiscal 2020. We believe our plan provides the Company with flexibility from an operations and balance sheet perspective to respond to changing economic environments. At the same time, working with our Board and outside experts, we continue to evaluate opportunities to add fairly-valued, or undervalued, assets to our portfolio.”
General and administrative expenses increased by 2% from the prior year quarter to $876,000. Total operating expenses for the fourth quarter were $2,786,000 and included sales and marketing expenses of $287,000 to support the growth of the Company’s MCA operations as well as a $767,000 provision for MCA losses. Operating cash flow for the fourth quarter more than doubled from the third quarter to $1,389,000.
The Company recorded an expense of $730,000 representing the change in fair value of contingent consideration due to the seller of the LuxeMark assets purchased by the Company’s subsidiary given better than expected performance since the LuxeMark acquisition earlier in calendar year 2019. In addition, the Company recorded an expense of $126,000 representing the amortization of purchased intangibles during the fourth quarter. The Company’s operating loss for the quarter was $940,000 as compared to an operating loss of $806,000 for the fourth quarter of fiscal 2018.
For the full year ended June 30, 2019, revenue was $3,456,000 versus $54,000 in the prior year. The Company generated net income for the full year of $681,000, or $0.08 per share. Total working capital as of June 30, 2019 was $48.8 million as compared with $55.3 million as of June 30, 2018.
Stock Repurchase Program Update
On February 11, 2019, the Board of Directors approved a new stock repurchase program allowing the Company to repurchase up to an additional 500,000 shares of the Company’s common stock, for a total of 1,500,000 authorized shares. The Company repurchased a total of 33,488 shares during the fiscal fourth quarter for a total of $119,000. A total of 381,119 shares under the authorized program remain available for repurchase as of June 30, 2019.
About CCUR Holdings, Inc.
CCUR Holdings, Inc. operates 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 “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 September 7, 2018 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)
| June 30, 2019 | March 31, 2019 | June 30, 2018 | ||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 8,083 | $ | 14,665 | $ | 32,992 | ||||||
| Equity securities, fair value | 7,405 | 8,616 | 6,629 | |||||||||
| Fixed maturity securities, available-for-sale, fair value | 20,393 | 12,533 | 13,381 | |||||||||
| Current maturities of mortgage and commercial loans receivable | 3,184 | 2,212 | 700 | |||||||||
| Receivable from sale of Content Delivery business held in escrow | - | - | 1,450 | |||||||||
| Advances receivable, net | 9,389 | 10,230 | - | |||||||||
| Prepaid expenses and other current assets | 1,779 | 1,913 | 1,419 | |||||||||
| Total current assets | 50,233 | 50,169 | 56,571 | |||||||||
| Land investment | 3,265 | - | - | |||||||||
| Deferred income taxes, net | 475 | 475 | 975 | |||||||||
| Mortgage and commercial loans receivable, net of current maturities | 3,680 | 5,281 | 2,305 | |||||||||
| Deposit on mortgage loan receivable held in escrow | - | - | 1,400 | |||||||||
| Definite-lived intangibles, net | 2,910 | 2,677 | - | |||||||||
| Goodwill | 1,260 | 995 | - | |||||||||
| Other long-term assets, net | 651 | 92 | 55 | |||||||||
| Total assets | $ | 62,474 | $ | 59,689 | $ | 61,306 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable and accrued expenses | $ | 660 | $ | 564 | $ | 1,289 | ||||||
| Contingent consideration, current | 750 | - | - | |||||||||
| Total current liabilities | 1,410 | 564 | 1,289 | |||||||||
| Long-term liabilities: | ||||||||||||
| Pension liability | 4,136 | 3,647 | 3,766 | |||||||||
| Contingent consideration, long-term | 2,340 | 1,860 | - | |||||||||
| Long-term debt | 1,600 | - | - | |||||||||
| Other long-term liabilities | 632 | 225 | 185 | |||||||||
| Total liabilities | 10,118 | 6,296 | 5,240 | |||||||||
| Commitments and contingencies | ||||||||||||
| Stockholders' equity: | ||||||||||||
| Shares of common stock, par value $0.01; 14,000,000 authorized; 8,756,156 and 9,117,077 issued and outstanding at June 30, 2019, and June 30, 2018, respectively | 87 | 88 | 91 | |||||||||
| Capital in excess of par value | 208,881 | 208,902 | 210,083 | |||||||||
| Non-controlling interest | 762 | 758 | - | |||||||||
| Accumulated deficit | (150,795 | ) | (151,599 | ) | (151,795 | ) | ||||||
| Accumulated other comprehensive loss | (6,579 | ) | (4,756 | ) | (2,313 | ) | ||||||
| Total stockholders' equity | 52,356 | 53,393 | 56,066 | |||||||||
| Total liabilities, non-controlling interest, and stockholders' equity | $ | 62,474 | $ | 59,689 | $ | 61,306 | ||||||
CCUR HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in thousands, except share and per share data)
Three Months Ended June 30, | Fiscal Year Ended June 30, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Revenues: | ||||||||||||||||
| Merchant cash advance fees and other revenue | $ | 1,435 | $ | - | $ | 2,480 | $ | - | ||||||||
| Interest on mortgage and commercial loans | 411 | 54 | 976 | 54 | ||||||||||||
| Total revenues | 1,846 | 54 | 3,456 | 54 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales and marketing | 287 | - | 468 | - | ||||||||||||
| General and administrative | 876 | 860 | 3,231 | 7,370 | ||||||||||||
| Change in fair value of contingent consideration | 730 | - | 730 | - | ||||||||||||
| Amortization of purchased intangibles | 126 | - | 179 | - | ||||||||||||
| Provision for credit losses on advances | 767 | - | 1,605 | - | ||||||||||||
| Total operating expenses | 2,786 | 860 | 6,213 | 7,370 | ||||||||||||
| Operating loss | (940 | ) | (806 | ) | (2,757 | ) | (7,316 | ) | ||||||||
| Other interest income, net | 1,628 | 929 | 4,416 | 1,385 | ||||||||||||
| Dividend income | 19 | 3 | 294 | - | ||||||||||||
| Realized (loss) gain on investments, net | (259 | ) | 164 | 467 | 164 | |||||||||||
| Unrealized gain (loss) on equity securities, net | 382 | - | (1,785 | ) | - | |||||||||||
| Realized foreign exchange loss | - | (1,797 | ) | - | (1,921 | ) | ||||||||||
| Other expense, net | (35 | ) | - | (45 | ) | (25 | ) | |||||||||
| Income (loss) from continuing operations before income taxes | 795 | (1,507 | ) | 590 | (7,713 | ) | ||||||||||
| Provision (benefit) for income taxes | 113 | 181 | 40 | (959 | ) | |||||||||||
| Income (loss) from continuing operations | 682 | (1,688 | ) | 550 | (6,754 | ) | ||||||||||
| (Loss) income from discontinued operations, net of income taxes | - | (12 | ) | - | 22,839 | |||||||||||
| Net income (loss) | 682 | (1,700 | ) | 550 | 16,085 | |||||||||||
| Net loss attributable to non-controlling interest | 121 | - | 131 | - | ||||||||||||
| Net income (loss) attributable to CCUR Holdings, Inc. stockholders | $ | 803 | $ | (1,700 | ) | $ | 681 | $ | 16,085 | |||||||
| Basic and diluted earnings (loss) per share: | ||||||||||||||||
| Continuing operations attributable to CCUR Holdings, Inc. stockholders | $ | 0.09 | $ | (0.18 | ) | $ | 0.08 | $ | (0.71 | ) | ||||||
| Discontinued operations | - | - | - | 2.41 | ||||||||||||
| Net income (loss) attributable to CCUR Holdings, Inc. stockholders | $ | 0.09 | $ | (0.18 | ) | $ | 0.08 | $ | 1.70 | |||||||
| Weighted average shares outstanding - basic | 8,768,516 | 9,469,331 | 8,941,413 | 9,469,331 | ||||||||||||
| Weighted average shares outstanding - diluted | 8,793,809 | 9,469,331 | 8,958,462 | 9,469,331 | ||||||||||||
| Cash dividends declared per common share | $ | - | $ | - | $ | - | $ | 0.24 | ||||||||
CCUR HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in thousands, except share and per share data)
| Three Months Ended | ||||||||
| June 30, 2019 | March 31, 2019 | |||||||
| Revenues: | ||||||||
| Merchant cash advance fees and other revenue | $ | 1,435 | $ | 825 | ||||
| Interest on mortgage and commercial loans | 411 | 249 | ||||||
| Total revenues | 1,846 | 1,074 | ||||||
| Operating expenses: | ||||||||
| Sales and marketing | 287 | 181 | ||||||
| General and administrative | 876 | 728 | ||||||
| Change in fair value of contingent consideration | 730 | - | ||||||
| Amortization of purchased intangibles | 126 | 53 | ||||||
| Provision for credit losses on advances | 767 | 343 | ||||||
| Total operating expenses | 2,786 | 1,305 | ||||||
| Operating loss | (940 | ) | (231 | ) | ||||
| Other interest income | 1,628 | 1,053 | ||||||
| Dividend income | 19 | 165 | ||||||
| Realized (loss) gain on investments, net | (259 | ) | 525 | |||||
| Unrealized gain (loss) on equity securities, net | 382 | (181 | ) | |||||
| Other expense, net | (35 | ) | (5 | ) | ||||
| Income before income taxes | 795 | 1,326 | ||||||
| Provision (benefit) for income taxes | 113 | (75 | ) | |||||
| Net income | 682 | 1,401 | ||||||
| Net loss attributable to non-controlling interest | 121 | 10 | ||||||
| Net income attributable to CCUR Holdings, Inc. stockholders | $ | 803 | $ | 1,411 | ||||
| Basic and diluted earnings per share: | ||||||||
| Net income attributable to CCUR Holdings, Inc. stockholders | $ | 0.09 | $ | 0.16 | ||||
| Weighted average shares outstanding - basic | 8,768,516 | 8,853,451 | ||||||
| Weighted average shares outstanding - diluted | 8,793,809 | 8,864,071 | ||||||