Comstock Homebuilding Companies, Inc., Reston, Va. (NASDAQ:CHCI) on Friday said its board had adopted a so-called poison pill shareholder rights plan designed to protect its deferred tax assets from the possibility of an unintended ownership change caused by turnover of stock.
The board adopted a "section 382" plan that, under the Internal Revenue Code, would prevent an ownership change if more than 5% of its outstanding shares changed hands by diluting the pool of stock in that event. The company said it did not anticipate any meaningful change of ownership but was making the move to protect approximately $72 million in federal and state net-operating-loss carry-backs that begin to expire in 2028.
Comstock follows several other public home builders in making the move, which will be subject to shareholder approval at the company's annual meeting.
"Over the past few years we have taken many steps to protect the assets of Comstock and to position the Company to rebuild shareholder value," said Christopher Clemente, Comstock CEO. "We have protected key real estate assets while shedding assets deemed less valuable, we have repositioned assets to improve operational efficiencies, we have vigorously pursued our damage claims against Balfour Beatty and taken steps to protect the $12 million judgment awarded to Comstock in February 2010. And today we have taken steps necessary to protect another key asset of the Company -- namely our NOLs."
In his statement, Clemente was referring to a suit in which Comstock in February 2010 was awarded $11.7 million from Balfour Beatty over construction delays at it Potomac Yards condo project in the Washington, D.C. metro area.