Century Communities, Inc 8-K, filed Jun 8, 2021
Century Communities, Inc. (CCS)
8-K
2021-06-08
For: 2021-06-08
View Original
Added on
April 10, 2026
About this 8-K
Century Communities, Inc filed this 8-K on June 8, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): June 8, 2021
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 7.01 |
Regulation FD Disclosure.
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Representatives of Century Communities, Inc. (the “Company”) intend to make presentations at investor conferences and in other forums and these
presentations may include the information contained in Exhibit 99.1 attached to this Current Report on Form 8-K (the “Investor Presentation”). A copy of the Investor Presentation containing such information that may be disclosed by the Company is
attached as Exhibit 99.1 to this report and the information set forth therein is incorporated herein by reference and constitutes a part of this report. The Company intends to disclose the information contained in the Investor Presentation, in whole
or in part, and with updates and possibly modifications, in connection with presentations to investors, analysts and others and on its corporate website.
The Company is furnishing the information contained in Exhibit 99.1 pursuant to Regulation FD and Item 7.01 of Form 8-K promulgated by the Securities
and Exchange Commission (“SEC”). This information shall not be deemed to be “filed” with the SEC for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such
filing.
The information contained in Exhibit 99.1 is summary information that is intended to be considered in the context of the Company’s SEC filings and
other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in Exhibit 99.1, although it may do so from
time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. By filing this report and furnishing this
information, the Company makes no admission as to the materiality of any information contained in this report, including Exhibit 99.1.
Forward-Looking Statements
Certain statements in the Investor Presentation may be regarded as “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, as amended. Certain forward-looking statements discuss the Company’s plans, strategies and intentions, and may be identified by reference to a future period or periods or by the use of forward-looking terminology, such
as “expects,” “may,” “will,” “believes,” “should,” “would,” “could,” “approximately,” “anticipates,” “estimates,” “targets,” “intends,” “likely,” “projects,” “positioned,” “strategy,” “future,” and “plans.” In addition, these words may use the
positive or negative or other variations of those terms. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, statements about
anticipated future operating and financial performance, financial position and liquidity, business strategies, regulatory and competitive outlook, investment and expenditure plans, capital and financing needs and availability, plans and objectives of
management for future operations, developments regarding capital plans, and other similar forecasts and statements of expectation and statements of assumption underlying any of the foregoing. There is no guarantee that any of the events anticipated
by these forward-looking statements will occur. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ from those expressed or implied
by the forward-looking statement.
These forward-looking statements are based on various assumptions and the current expectations of the management of the Company and may not be
accurate because of risks and uncertainties surrounding these assumptions and expectations. Certain factors may cause actual results to differ significantly from these forward-looking statements. If any of the events occur, there is no guarantee what
effect they will have on the operations or financial condition of the Company. Major risks, uncertainties and assumptions include, but are not limited to, risks relating to: the Company’s capital and financing needs and availability; any unforeseen
changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, dividends, financial condition, losses and future prospects; the Company’s ability to consummate
future acquisitions and integrate and operate assets successfully after the closing of an acquisition; demand fluctuations in the housing industry; the effect of general economic conditions, including employment rates, housing starts, interest rate
levels, availability of financing for home mortgages, and the strength of the U.S. dollar; ability to adapt the Company’s business strategy to changing home buying patterns and trends; ability to identify and acquire desirable land; the impact of the
COVID-19 pandemic on the Company’s business operations; and other factors. However, it is not possible to predict or identify all such factors.
In addition, the Company has disclosed under the heading “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020
(the “Annual Report”), filed with the SEC on February 5, 2021, the risk factors which materially affect its business, financial condition and operating results. Investors are encouraged to review the Annual Report for additional information regarding
the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement. Forward-looking statements included in the Investor Presentation are made as of the date hereof, and the Company
undertakes no obligation to publicly update or revise any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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Investor presentation slides to be used by Century Communities, Inc. (furnished herewith)
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104
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The cover page from this current report on Form 8-K, formatted in Inline XBRL
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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.
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Date: June 8, 2021
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CENTURY COMMUNITIES, INC.
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By:
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/s/ David L. Messenger
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Name:
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David L. Messenger
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Title:
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Chief Financial Officer and Secretary
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Exhibit 99.1
•••••••
2.6 2.3 2.7 1.2 1.3 2.0 3.8 2.5 3.6 2.4 3.4 2.5 3.5 1.5 2.3 1.8 2.3 0.9 0.9 1.6 3.2 1.8 2.9 1.6 2.5 1.3 3.1 1.0 0.9 0.6 0.9 0.3 0.6 0.6 1.0 0.8 1.2 0.8 1.1 0.5 1.3 0.6
