8-K
Century Communities, Inc. (CCS)
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 19, 2021
CENTURY COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36491 | 68-0521411 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 8390 East Crescent Parkway,<br> Suite 650<br><br> <br>Greenwood Village,<br> Colorado | 80111 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(303) 770-8300
(Registrant’s telephone number, including area code)
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 |
|---|---|---|
| Common stock, par value $0.01 per share | CCS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.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 May 19, 2021, Century Communities, Inc. (the “Company”) issued a press release announcing that its Board of Directors (the “Board”) had declared its first quarterly cash dividend of $0.15 per share of the Company’s outstanding shares of common stock, par value $0.01 per share (the “Common Stock”). The dividend will be payable on June 16, 2021 to each record holder of Common Stock as of the close of business on June 2, 2021. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this report and in Exhibit 99.1 hereto may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and assumptions. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including, without limitation, statements relating to the declaration of quarterly dividends. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions and are subject to the limitations and qualifications set forth in the press release as well as in the Company’s other documents filed with the U.S. Securities and Exchange Commission (the “SEC”), including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. There can be no assurance that future dividends will be declared by the Board. The declaration of future dividends is subject to Board approval each quarter after its review of the Company’s financial performance, financial condition and cash needs. Declaration of future dividends is also subject to various risks and uncertainties, including: the Company’s cash flow and cash needs; compliance with applicable law; restrictions on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; the deterioration in the Company’s financial condition or results; and those risks, uncertainties, and other factors identified from time to time in the Company’s filings with the SEC.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press release, dated May 19, 2021, announcing quarterly cash dividend declared by Century Communities, Inc.’s Board of Directors. |
| 104 | The cover page from this current report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 19, 2021 | CENTURY COMMUNITIES, INC. | |
|---|---|---|
| By: | /s/ David L. Messenger | |
| Name: | David L. Messenger | |
| Title: | Chief Financial Officer and Secretary |
Exhibit 99.1
Century Communities Initiates Quarterly Cash Dividend
Greenwood Village, Colorado (May 19, 2021) - Century Communities, Inc. (NYSE: CCS), a leading national homebuilder, today announced that its Board of Directors has approved the initiation of a quarterly cash dividend. The first dividend of $0.15 per share ($0.60 per share on an annualized basis) will be paid on June 16, 2021 to stockholders of record as of the close of business on June 2, 2021.
Dale Francescon, Chairman and Co-Chief Executive Officer, stated, “Since becoming a public company seven years ago, we have focused on growing our business and creating long term value for our shareholders. We are pleased with the Board’s decision to initiate a quarterly dividend, which reflects our achievements in becoming a larger and more profitable company, strengthening our balance sheet and generating sustainable free cash flows.”
Rob Francescon, Co-Chief Executive Officer and President, said, “We are committed to driving profitable growth and capturing the enormous potential we see in front of us as we invest in our business, maintain a strong balance sheet and return cash to our shareholders. With our national footprint and continuing strong demand for our homes, we are well positioned to drive further increases in our revenues, profitability and returns on equity.”
About Century Communities:
Century Communities, Inc. (NYSE: CCS) is a top 10 national homebuilder. Offering new homes under the Century Communities and Century Complete brands, Century is engaged in all aspects of homebuilding — including the acquisition, entitlement and development of land, along with the construction, innovative marketing and sale of quality homes designed to appeal to a wide range of homebuyers. The Colorado-based company operates in 17 states across the U.S., and offers title, insurance and lending services in select markets through its Parkway Title, IHL Insurance Agency, and Inspire Home Loan subsidiaries. To learn more about Century Communities, please visit www.centurycommunities.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and assumptions. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “continue,” “will,” “may,” and “potential,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements in this release include the Company’s future declaration and payment of quarterly cash dividends and return to stockholders as a result of its new quarterly cash dividend program. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on historical information available at the time the statements are made and are based on management’s reasonable belief or expectations with respect to future events, and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual performance or results to differ materially from the belief or expectations expressed in or suggested by the forward-looking statements. There can be no assurance that future dividends will be declared by the Company’s Board of Directors. The declaration of future dividends is subject to Board approval each quarter after its review of the Company’s financial performance, financial condition and cash needs. Declaration of future dividends is also subject to various risks and uncertainties, including: the Company’s cash flow and cash needs; compliance with applicable law; restrictions on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; the deterioration in the Company’s financial condition or results; and those risks, uncertainties, and other factors identified from time to time in the Company’s filings with the SEC, including the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law.
Contact Information:
Hunter Wells, Vice President of Investor Relations
719-426-3520
Hunter.Wells@CenturyCommunities.com