Exhibit 99.1
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Contacts:
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Investor Relations:
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Corporate Communications: |
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Brent Anderson
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Jane Hays |
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Vice President-Investor Relations
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Vice President-Corporate Communications |
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(972) 543-8207
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(972) 543-8123 |
meritage homes takes steps to preserve the value of its deferred tax assets
SCOTTSDALE, ARIZ. (December 24, 2008) Meritage Homes Corporation (NYSE: MTH), a leading
U.S. homebuilder, announced today that it has taken a number of steps designed to preserve the long
term value to the Company of certain tax assets primarily associated with net operating loss
carryforwards (NOLs) and built in losses under Section 382 of the Internal Revenue Code. At
September 30, 2008, the Company estimated that it had $137 million in deferred tax assets (before
reserves), generated by approximately $360 million in net operating losses through September 30,
2008.
The Companys ability to use NOLs and built in losses is limited if there is an
ownership change under tax law. In general, ownership changes relate to the accumulation of stock
by 5-percent (or more) stockholders, measured over a given period of time (generally a three year
rolling period.)
To reduce the risk of losing or limiting the long term value of its NOLs and built in losses,
the Company has taken the following steps:
1. Adopted a Bylaw provision restricting transfers or issuances of stock that would create
more than 4.9-percent Stockholders, or that would change the ownership of such holders. These
restrictions allow for the Companys Board of Directors to approve exceptions to these restrictions
that are in the best interests of the stockholders. The restrictions will terminate when the
Companys tax assets are utilized or expire, or when the Board deems appropriate.
2. Approved, subject to stockholder approval, a provision in its Articles of Incorporation
that creates the same transfer restrictions, and exception and termination provisions.
3. Determined to hold a Special Meeting of Stockholders on February 16, 2009, or as soon
thereafter as practicable, to vote on the amendment of the Articles of Incorporation. The record
date for shareholders to vote at this meeting is January 5, 2009.
MTH TAKES STEPS TO PRESERVE DEFERRED TAX ASSETS
Larry Seay, Chief Financial Officer of the Company stated, We believe that we are acting in
the best interests of our shareholders to preserve the value of our
deferred tax assets, and retain
our ability to use accumulated net operating losses to offset future income and taxes. Without
these changes, a potential unintended consequence of changes in the stock ownership of Meritage
Homes investors could limit our potential realization of deferred tax assets. The steps we have
adopted are intended to allow stockholders to accumulate stock with Board approval, while
preserving our tax assets with certain transfer restrictions.
About Meritage Homes Corporation
Meritage Homes Corporation (NYSE:MTH) builds primarily single-family homes across the southern and
western United States under the Meritage, Monterey and Legacy brands. Meritage has active
communities in Houston, Dallas/Ft. Worth, Austin, San Antonio, Phoenix/Scottsdale, Tucson, Las
Vegas, the East Bay/Central Valley and Inland Empire of California, Denver and Orlando. The
Company was ranked by Builder magazine in 2008 as the 12th largest homebuilder in the U.S. and
ranked #803 on the 2008 Fortune 1000 list. For more information about the Company, visit
www.meritagehomes.com.
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Cautionary Language
This press release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements include those regarding the Companys potential use
of tax assets to offset future income and taxes, and relating to measures that could help protect
these assets. There can be no assurance that the Company will generate net income or be able to
utilize these tax assets in the future, or that the measures adopted will prevent changes in
ownership that would limit use of these assets. In this regard, a Bylaw provision restricting
share transfers may not be enforceable under applicable law as to shares outstanding prior to the
restriction, or at all. If the stockholders do not adopt the amendment to the Companys Articles
of Incorporation, the Company may implement a shareholder rights plan as a deterrent to
accumulations that would limit or impair its tax assets.
Meritages business is subject to other significant risks and uncertainties. Many factors are
identified in documents filed by the Company with the Securities and Exchange Commission, including
those set forth in our Form 10-K for the year ended December 31, 2007, and Form 10-Q for the
quarter ended September 30, 2008, under the caption Risk Factors. As a result of these and other
factors, the Companys stock and note prices may fluctuate dramatically. The Company makes no
commitment, and disclaims any duty, to update or revise any forward-looking statements to reflect
future events or changes in these expectations.
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