SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES |
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For the fiscal year ended December 31, 2004 |
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TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
Commission File Number 1-9977
MERITAGE HOMES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Maryland |
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86-0611231 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(IRS Employer Identification No.) |
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8501 E. Princess Drive, Suite 290, Scottsdale, Arizona |
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85255 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(480) 609-3330 |
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(Registrant’s telephone number, including area code) |
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Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $.01 par value |
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý No o
The aggregate market value of common stock held by non-affiliates of the registrant (21,078,742 shares) as of June 30, 2004, was $725,108,725, based on the closing sales price per share as reported by the New York Stock Exchange on such date. The number of shares outstanding of the registrant’s common stock on March 7, 2005 was 26,946,308.
DOCUMENTS INCORPORATED BY REFERENCE
Portions from the registrant’s Proxy Statement relating to the Annual Meeting of Stockholders to be held on May 11, 2005 have been incorporated by reference into Part III, Items 10, 11, 12 and 13.
The consent of Deloitte & Touche LLP requires modification to reflect an additional Registration Statement on Form S-8, the reference to which was inadvertently omitted from the initial filing. Accordingly, the undersigned registrant hereby amends Part IV of its Annual Report on Form 10-K as set forth below.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements and Schedules
(i) Financial Statements:
(1) Report of Deloitte & Touche LLP
(2) Report of KPMG LLP
(3) Consolidated Financial Statements and Notes to Consolidated Financial Statements of the Company, including Consolidated Balance Sheets as of December 31, 2004 and 2003 and related Consolidated Statements of Earnings, Stockholders’ Equity and Cash Flows for each of the years in the three-year period ended December 31, 2004
(ii) Financial Statement Schedules:
Schedules have been omitted because of the absence of conditions under which they are required or because the required material information is included in the Consolidated Financial Statements or Notes to the Consolidated Financial Statements included herein.
(b) Reports on Form 8-K
On October 6, 2004, we filed a Form 8-K for the purpose of furnishing a press release related to the announcement of our third quarter 2004 sales, closings and backlog.
On October 26, 2004, we filed a Form 8-K for the purpose of furnishing a press release related to the announcement of our third quarter 2004 earnings and other results.
On December 30, 2004, we filed a Form 8-K to report that we had executed the Fifth Amendment to our revolving credit facility.
On January 6, 2005, we filed a Form 8-K for the purpose of furnishing a press release related to the announcement of our fourth quarter 2004 sales, closings and backlog.
On January 12, 2005, we filed a Form 8-K for the purpose of reporting that the Board of Directors elected Gerald W. Haddock as a Class II director to serve until the 2005 annual meeting of stockholders.
On January 27, 2005, we filed a Form 8-K for the purpose of furnishing a press release related to the announcement of our fourth quarter and year ended 2004 earnings and other results.
On February 9, 2005, we filed a Form 8-K for the purpose of reporting that we entered into a definitive agreement to purchase the homebuilding assets of Fort Myers/Naples based Colonial Homes.
On February 9, 2005, we filed a Form 8-K/A for the purpose of reporting certain matters relating to our change in accounting procedures related to our model lease program.
On February 14, 2005, we filed a Form 8-K/A for the purpose of reporting that we completed the purchase of the homebuilding assets of Fort Myers/Naples-based Colonial Homes of Florida.
On February 22, 2005, we filed a Form 8-K/A to file the principal acquisition contract governing our acquisition of Fort Myers/Naples based Colonial Homes of Florida.
On February 22, 2005, we filed a Form 8-K/A for the purpose of reporting that we had filed our Form 10-Q/A SEC filings for the quarters ended June 30, 2004 and September 30, 2004 to reflect the necessary accounting adjustments related to our model home lease program.
On February 28, 2005, we filed a Form 8-K for the purpose of disclosing our tender offer for our $280 million senior notes, our public offering of additional shares of our common stock and our offering of $350 million senior notes due 2015.
On March 2, 2005, we filed a Form 8-K/A for the purpose of disclosing the completion of our common stock offering.
On March 9, 2005, we filed a Form 8-K to report that we had received the requisite consents to the proposed amendments to the indenture that governs our 9.75% senior notes due 2011.
On March 11, 2005, we filed a Form 8-K to disclose that we had completed an offering of our 6.25% senior notes due 2015.
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(c) Exhibits
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Exhibit Number |
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Description |
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Page or Method of Filing |
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2.1 |
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Agreement and Plan of Reorganization, dated as of September 13, 1996, by and among Homeplex, the Monterey Merging Companies and the Monterey Stockholders |
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Incorporated by reference to Exhibit 2 of Form S-4 Registration Statement No. 333-15937. |
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2.2 |
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Master Transaction Agreement, dated June 12, 2002, by and among the Company, MTH Homes-Texas, L.P., Hammonds Homes Ltd., Crystal City Land & Cattle, Ltd., Hammonds Homes I, LLC, Crystal City I, LLC and Ronnie D. Hammonds |
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Incorporated by reference to Exhibit 10.1 of Form 8-K dated July 12, 2002. |
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2.2.1 |
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Amendment No. 1 to Master Transaction Agreement, dated June 12, 2002, by and among the Company, MTH Homes-Texas, L.P., Hammonds Homes Ltd., Crystal City Land & Cattle, Ltd., Hammonds Homes I, LLC, Crystal City I, LLC and Ronnie D. Hammonds |
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Incorporated by reference to Exhibit 10.2 of Form 8-K dated July 12, 2002. |
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2.3 |
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Master Transaction Agreement, dated October 7, 2002, by and among the Company, MTH-Homes Nevada, Inc., Perma-Bilt, A Nevada Corporation, and Zenith National Insurance Corp. |
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Incorporated by reference to Exhibit 10.1 of Form 8-K/A dated October 7, 2002. |
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2.4 |
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Master Transaction Agreement, dated February 9, 2005, by and among the Company, Meritage Homes of Florida, Inc., Colonial Homes, Inc., Colonial Shores, LLC and The Colonial Company |
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Incorporated by reference to Exhibit 10.1 of Form 8-K/A dated February 22, 2005. |
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3.1 |
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Restated Articles of Incorporation of Meritage Homes Corporation |
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Incorporated by reference to Exhibit 3 of Form 8-K dated June 20, 2002. |
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3.1.1 |
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Articles of Amendment to Incorporation of Meritage Homes Corporation |
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Incorporated by reference to Exhibit 3.1 of Form 8-K dated September 15, 2004 |
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3.2 |
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Amended and Restated Bylaws of Meritage Homes Corporation |
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Incorporated by reference to Exhibit 3.3 of Form S-3 Registration Statement No. 333-58793. |
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4.1 |
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Form of Specimen of Common Stock Certificate |
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Incorporated by reference to Exhibit 4.2 of Form S-3 Registration Statement dated May 1, 2002. |
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4.2 |
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Indenture, dated May 31, 2001, by and among the Company, the Guarantors named therein and Wells Fargo Bank, N.A. |
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Incorporated by reference to Exhibit 4.1 of Form 8-K dated June 6, 2001. |
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4.2.1 |
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First Supplemental Indenture, dated September 20, 2001, by and among the Company, Hulen Park Venture, LLC, Meritage Holdings, L.L.C., the Guarantors named therein and Wells Fargo Bank, N.A. |
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Incorporated by reference to Exhibit 4.3.1 of Form 10-K dated March 31, 2003. |
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4.2.2 |
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Second Supplemental Indenture, dated July 12, 2002, by and among the Company, MTH Homes-Texas, L.P., MTH-Texas GP II, Inc., MTH-Texas LP II, Inc., the Guarantors named therein and Wells Fargo Bank, N.A. |
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Incorporated by reference to Exhibit 4.3.2 of Form 10-K for the year ended December 31, 2002. |
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4.2.3 |
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Third Supplemental Indenture, dated October 21, 2002, by and among the Company, MTH-Homes Nevada, Inc., the Guarantors named therein and Wells Fargo Bank, N.A. |
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Incorporated by reference to Exhibit 4.3.3 of Form 10-K for the year ended December 31, 2002. |
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4.2.4 |
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Fourth Supplemental Indenture, dated February 19, 2003 by and among the Company, MTH-Cavalier, LLC, the Guarantors named therein and Wells Fargo Bank, N.A. |
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Incorporated by reference to Exhibit 4.3.4 of Form 10-K for the year ended December 31, 2002. |
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4.2.5 |
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Fifth Supplemental Indenture, dated August 22, 2003, by and among the Company, MTH Golf, LLC (formally known as Mission Royale, LLC) Legacy-Hammonds Materials, L.P., the Guarantors named therein and Wells Fargo Bank, N.A. |
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Incorporated by reference to Exhibit 4.2.5 of Form S-4 Registration Statement, dated October 23, 2003. |
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4.2.6 |
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Sixth Supplemental Indenture, dated May 14, 2004, by and among the Company, Meritage Homes of Colorado, Inc., the guarantors named therein and Wells Fargo Bank, N.A. and form of 7% Senior Notes due 2014. |
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Incorporated by reference to Exhibit 4.2.6 of Form S-4 Registration Statement 333-115610. |
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4.2.7 |
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Seventh Supplemental Indenture, dated December 20, 2004, by and among the Company, Meritage Homes of Florida, Inc., the guarantors named therein and Wells Fargo Bank, N.A. |
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Previously filed. |
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4.2.8 |
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Eighth Supplemental Indenture, dated March 10, 2005, by and among the Company, the guarantors named therein and Wells Fargo Bank, N.A. |
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Previously filed. |
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4.3 |
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Indenture, dated April 21, 2004, by and among the Company, the guarantors named therein and Wells Fargo Bank, N.A. and form of 7% senior notes due 2014. |
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Incorporated by reference to Exhibit 4.1 of Form 10-Q for the quarterly period ended March 31, 2004. |
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4.3.1 |
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First Supplemental Indenture, dated May 14, 2004, by and among the Company, Meritage Homes of Colorado, Inc., the guarantors named therein and Wells Fargo, N.A.. |
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Incorporated by reference to Exhibit 4.3.1 of Form S-4 Registration Statement 333-115610. |
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4.3.2 |
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Second Supplemental Indenture, dated December 20, 2004, by and among the Company, Meritage Homes of Florida, Inc., the guarantors named therein and Wells Fargo Bank, N.A. |
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Previously filed. |
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4.4 |
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Indenture dated March 10, 2005, by and among the Company, the guarantors named therein and Wells Fargo Bank, NA and form of 6.25% senior notes due 2015. |
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Previously filed. |
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4.5 |
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Registration Rights Agreement relating to 6.25% senior notes due 2015, dated March 10, 2005. |
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Previously filed. |
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10.1 |
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$250 Million Credit Agreement, dated December 12, 2002, by and among the Company, Guaranty Bank, Fleet National Bank, Bank One, NA and the other lenders thereto |
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Incorporated by reference to Exhibit 10.1 of Form 10-K for the year ended December 31, 2002. |
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10.1.1 |
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First Amendment to Credit Agreement, dated September 8, 2003, among the Company, Guaranty Bank, Fleet National Bank, Bank One, NA and the other lenders thereto |
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Incorporated by reference to Exhibit 10.1.1 of Form S-3 Registration Statement dated October 23, 2003. |
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10.1.2 |
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Second Amendment to Credit Agreement, dated December 3, 2003, among the Company, Guaranty Bank, Bank One, NA, Fleet National Bank and the other lenders thereto |
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Incorporated by reference to Exhibit 10.1.2 of Form 10-K for the year ended December 31, 2003. |
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10.1.3 |
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Third Amendment to Credit Agreement, dated April 20, 2004, by and among the Company, Guaranty Bank, Fleet National Bank, One, NA and the other lenders thereto |
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Incorporated by reference to Exhibit 10.1 of Form 10-Q for the Bankquarterly period ended March 31, 2004. |
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10.1.4 |
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Fourth Amendment to Credit Agreement, dated October 28, 2004, among the Company, Guaranty Bank, Bank One, NA, Fleet National Bank and the other lenders thereto |
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Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarterly period ended September 30, 2004. |
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10.1.5 |
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Fifth Amendment to Credit Agreement, dated December 23, 2004, among the Company, Guaranty Bank, Bank One, NA, Fleet National Bank and the other lenders thereto |
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Incorporated by reference to Exhibit 10.1 of Form 8-K dated December 30, 2004. |
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10.2 |
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2001 Annual Incentive Plan* |
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Incorporated by reference to Exhibit B of the proxy statement for the 2001 annual meeting of stockholders |
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10.3 |
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Amended Meritage Stock Option Plan * |
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Previously filed. |
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10.3.1 |
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Representative form of Meritage Qualified Stock Option Agreement * |
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Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended Setpember 30, 2004. |
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10.3.2 |
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Representative form of Meritage Non-Qualified Stock Option Agreement * |
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Incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended September 30, 2004. |
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10.4 |
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Representative Form of Employment Agreement between the Company and Steven J. Hilton and John R. Landon* |
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Incorporated by reference to Exhibit 10.1 of Form 8-K dated July 8, 2003. |
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10.4.1 |
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Revised Amendment to Employment Agreements between the Company and Steven J. Hilton and John R. Landon |
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Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarterly period ended June 30, 2004. |
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10.5 |
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Employment Agreement between the Company and Larry W. Seay* |
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Incorporated by reference to Exhibit 10.7 of Form S-4, Registration Statement No. 333-109933. |
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10.5.1 |
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Amendment to Employment Agreement between the Company and Larry W. Seay* |
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Incorporated by reference to Exhibit 10.5 of Form 10-Q for the quarterly period ended March 31, 2004. |
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10.6 |
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Representative Form of Change of Control Agreement between the Company and Steven J. Hilton and John R. Landon* |
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Incorporated by reference to Exhibit 10.2 of Form 8-K dated July 8, 2003. |
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10.7 |
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Change of Control Agreement between the Company and Larry W. Seay* |
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Incorporated by reference to Exhibit 10.5 of Form S-4, Registration Statement No. 333-109933. |
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10.8 |
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Change of Control Agreement between the Company and Richard T. Morgan* |
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Incorporated by reference to Exhibit 10.6 of Form 10-Q for the quarterly period ended March 31, 2000. |
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10.9 |
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Deferred Bonus Agreement - 2002 Award Year - between the Company And Larry W. Seay* |
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Incorporated by reference to Exhibit 10.10 of Form 10-K dated March 31, 2003. |
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10.10 |
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Deferred Bonus Agreement - 2003 Award Year - between the Company and Larry W. Seay * |
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Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarterly period dated March 31, 2002. |
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10.11 |
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Deferred Bonus Agreement - 2002 Award Year - between the Company and Richard T. Morgan* |
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Incorporated by reference to Exhibit 10.12 of Form 10-K dated March 31, 2003. |
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10.12 |
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Deferred Bonus Agreement - 2003 Award Year - between the Company and Richard T. Morgan * |
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Incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarterly period ended March 31, 2004. |
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14 |
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Code of Ethics |
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Incorporated by reference to Exhibit 14 of Form 10-K for the year ended December 31, 2002. |
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21 |
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List of Subsidiaries |
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Previously filed. |
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23.1 |
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Consent of Deloitte & Touche LLP |
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Filed herewith. |
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23.2 |
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Consent of KPMG LLP |
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Previously filed. |
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24 |
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Powers of Attorney |
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Previously filed. |
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31.1 |
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Rule 13a-14(a)/15d-14(a) Certificate of Steven J. Hilton, Co-Chief Executive Officer |
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Filed herewith. |
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31.2 |
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Rule 13a-14(a)/15d-14(a) Certificate of John R.Landon, Co-Chief Executive Officer |
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Filed herewith. |
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31.3 |
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Rule 13a-14(a)/15d-14(a) Certificate of Larry W. Seay, Chief Financial Officer |
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Filed herewith. |
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32.1 |
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Section 1350 Certification of Co-Chief Executive Officers and Chief Financial Officer |
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Filed herewith. |
*Indicates a management contract or compensation plan.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K 1Ato be signed on its behalf by the undersigned, thereunto duly authorized, this 24th day of March 2005.
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MERITAGE HOMES CORPORATION, |
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a Maryland Corporation |
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By: |
/s/ STEVEN J. HILTON |
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Steven J. Hilton |
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Co-Chairman and Chief Executive Officer |
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By |
/s/ JOHN R. LANDON |
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John R. Landon |
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Co-Chairman and Chief Executive Officer |
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By |
/s/ LARRY W. SEAY |
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Larry W. Seay |
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Chief Financial Officer, VP-Finance and Secretary |
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Pursuant to these requirements of the Securities Exchange Act of 1934, the following persons on behalf of the registrant and in the capacities and on the dates indicated have signed this report on Form 10-K below:
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Signature |
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Date |
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/s/ JOHN R. LANDON |
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Co-Chairman and |
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March 24, 2005 |
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John R. Landon |
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Chief Executive Officer |
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/s/ STEVEN J. HILTON |
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Co-Chairman and |
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March 24, 2005 |
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Steven J. Hilton |
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Chief Executive Officer |
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/s/ LARRY W. SEAY |
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Chief Financial Officer, Vice |
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March 24, 2005 |
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Larry W. Seay |
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President-Finance, and Secretary |
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(Principal Financial Officer) |
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/s/ VICKI L. BIGGS |
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Controller and |
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March 24, 2005 |
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Vicki L. Biggs |
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Chief Accounting Officer |
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(Principal Accounting Officer) |
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/s/ PETER L. AX* |
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Director |
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March 24, 2005 |
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Peter L. Ax |
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/s/ RAYMOND OPPEL* |
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Director |
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March 24, 2005 |
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Raymond Oppel |
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/s/ ROBERT G. SARVER* |
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Director |
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March 24, 2005 |
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Robert G. Sarver |
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/s/ C. TIMOTHY WHITE* |
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Director |
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March 24, 2005 |
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C. Timothy White |
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/s/ WILLIAM CAMPBELL |
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Director |
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March 24, 2005 |
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William Campbell |
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/s/ RICHARD T. BURKE, SR. |
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Director |
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March 24, 2005 |
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Richard T. Burke, Sr. |
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/s/ GERALD W. HADDOCK |
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Director |
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March 24, 2005 |
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Gerald W. Haddock |
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* By: |
/s/ LARRY W. SEAY |
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March 24, 2005 |
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Larry W. Seay, as attorney-in-fact |
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