LA JOLLA, Calif., Oct. 26, 2017 (GLOBE NEWSWIRE) -- PICO Holdings, Inc. (NASDAQ:PICO) announced today that its Board of Directors has declared a special cash dividend of $5.00 per share, or approximately $115.7 million. The dividend will be payable to shareholders of record as of the close of business on November 6, 2017. Payment is expected to be made on or around November 20, 2017.
The Company presently estimates that it will not have any current or accumulated earnings and profits for 2017, and that based upon that estimation, no amount of the special dividend should be taxable as a dividend for federal income tax purposes. Therefore, based upon the Company’s estimations, the special dividend should first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of each shareholder’s common stock, and the balance, to the extent the amount of the special dividend is in excess of such shareholder’s adjusted basis, should be taxed as a gain from the sale or exchange of property. Such gain should be capital assuming the PICO common stock is held as a capital asset. The foregoing discussion of the tax treatment of the special dividend is general in nature, is not intended for any particular shareholder and is not intended as tax advice. Each shareholder is strongly encouraged to consult its financial and tax advisors regarding the appropriate treatment of the special dividend and the corresponding tax consequences that may be relevant to such shareholder’s particular circumstances, because the tax treatment is complex and uncertain at this time, and the actual current or accumulated earnings and profits of the Company for 2017 could vary from the Company’s present estimate and such variance could result in different consequences to a particular shareholder.
Max Webb, Chairman and CEO commented:
“With the sales earlier this year of a portion of our long-term storage credits, and our investment in UCP, Inc. and, more recently, the monetization of our position in Century Communities, Inc., we have accumulated a significant amount of cash. We have recently completed a comprehensive study of the related tax consequences of these dispositions, including estimating our current and accumulated earnings and profits. As a result of this study, the Company has concluded it is possible to return capital to shareholders during 2017 in what it believes to be a highly tax-efficient manner. The Board is pleased to declare this special cash dividend and return capital to shareholders in accordance with our stated business plan. Following the payment of the special dividend, we believe we will have ample working capital to meet the ongoing operating needs of our business and our obligations for the foreseeable future.”
About PICO Holdings, Inc.
PICO Holdings is a diversified holding company. The Company recently announced that the Company's Board of Directors had engaged JMP Securities LLC as PICO’s exclusive financial advisor and Cooley LLP as PICO’s legal counsel to explore strategic alternatives to further enhance shareholder value. The intention of the engagements is to evaluate potential alternatives such as the sale of the Company, a merger, a business combination, or a sale, license or disposition of assets of the Company.
OTHER INFORMATION
At September 30, 2017, PICO Holdings, Inc. had a market capitalization of $386.5 million, and 23,146,823 shares outstanding.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release (other than statements of historical fact) are forward-looking statements. Words such as "believe," "estimate," "expect," "intend," "anticipate," "will," "could," "may," "should," "plan," "potential," "predict," "forecast," "project," and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. Although forward-looking statements are made based upon management's expectations and beliefs concerning future developments and their potential effect upon the Company, a number of factors could cause the Company's actual results to differ materially from those set forth in the forward-looking statements. Such factors may include uncertainties associated with our estimate of current and accumulated earnings and profits and our expectations regarding our future working capital needs, as well as the uncertainties and risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, each filed with the Securities and Exchange Commission. There can be no assurance that future developments will be in accordance with management's expectations or that the effect of future developments on the Company will be those anticipated by management.
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CONTACT:
Max Webb
Chief Executive Officer
858 652 4114