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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2015
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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For the transition period from ___________ to ___________
|
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Commission File Number: 1-12911
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State of Incorporation:
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I.R.S. Employer Identification Number:
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Delaware
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77-0239383
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Class
|
|
Outstanding
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Common Stock, $0.01 par value
|
|
39,346,462
|
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||
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EXHIBIT 101.INS
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EXHIBIT 101.SCH
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||
EXHIBIT 101.CAL
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EXHIBIT 101.DEF
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EXHIBIT 101.LAB
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EXHIBIT 101.PRE
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Item 1.
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FINANCIAL STATEMENTS
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GRANITE CONSTRUCTION INCORPORATED
|
||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
||||||||||||
(Unaudited - in thousands, except share and per share data)
|
||||||||||||
|
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2014 |
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents ($52,884, $61,276 and $27,612 related to consolidated construction joint ventures (“CCJVs”))
|
|
$
|
239,403
|
|
|
$
|
255,961
|
|
|
$
|
205,780
|
|
Short-term marketable securities
|
|
19,282
|
|
|
25,504
|
|
|
41,143
|
|
|||
Receivables, net ($39,711, $36,781 and $39,014 related to CCJVs)
|
|
271,328
|
|
|
310,934
|
|
|
245,281
|
|
|||
Costs and estimated earnings in excess of billings
|
|
56,907
|
|
|
36,411
|
|
|
53,311
|
|
|||
Inventories
|
|
64,636
|
|
|
68,920
|
|
|
77,407
|
|
|||
Real estate held for development and sale
|
|
11,609
|
|
|
11,609
|
|
|
11,742
|
|
|||
Deferred income taxes
|
|
53,231
|
|
|
53,231
|
|
|
55,874
|
|
|||
Equity in construction joint ventures
|
|
197,570
|
|
|
184,575
|
|
|
168,045
|
|
|||
Other current assets
|
|
26,613
|
|
|
23,033
|
|
|
40,142
|
|
|||
Total current assets
|
|
940,579
|
|
|
970,178
|
|
|
898,725
|
|
|||
Property and equipment, net ($9,729, $11,969 and $19,801 related to CCJVs)
|
|
399,910
|
|
|
409,653
|
|
|
432,398
|
|
|||
Long-term marketable securities
|
|
80,522
|
|
|
76,563
|
|
|
65,969
|
|
|||
Investments in affiliates
|
|
32,031
|
|
|
32,361
|
|
|
33,336
|
|
|||
Goodwill
|
|
53,799
|
|
|
53,799
|
|
|
53,799
|
|
|||
Other noncurrent assets
|
|
76,687
|
|
|
77,940
|
|
|
76,944
|
|
|||
Total assets
|
|
$
|
1,583,528
|
|
|
$
|
1,620,494
|
|
|
$
|
1,561,171
|
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|||
Current maturities of long-term debt
|
|
$
|
22
|
|
|
$
|
21
|
|
|
$
|
21
|
|
Current maturities of non-recourse debt
|
|
6,435
|
|
|
1,226
|
|
|
1,226
|
|
|||
Accounts payable ($14,960, $18,009 and $22,136 related to CCJVs)
|
|
121,013
|
|
|
151,935
|
|
|
141,241
|
|
|||
Billings in excess of costs and estimated earnings ($29,963, $32,830 and $43,087 related to CCJVs)
|
|
95,328
|
|
|
108,992
|
|
|
125,618
|
|
|||
Accrued expenses and other current liabilities
|
|
225,255
|
|
|
200,652
|
|
|
193,307
|
|
|||
Total current liabilities
|
|
448,053
|
|
|
462,826
|
|
|
461,413
|
|
|||
Long-term debt
|
|
270,105
|
|
|
270,105
|
|
|
270,127
|
|
|||
Long-term non-recourse debt
|
|
—
|
|
|
5,516
|
|
|
6,435
|
|
|||
Other long-term liabilities
|
|
42,058
|
|
|
44,495
|
|
|
48,662
|
|
|||
Deferred income taxes
|
|
20,615
|
|
|
20,446
|
|
|
9,803
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|||
Equity
|
|
|
|
|
|
|
|
|||||
Preferred stock, $0.01 par value, authorized 3,000,000 shares, none outstanding
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock, $0.01 par value, authorized 150,000,000 shares; issued and outstanding 39,342,647 shares as of March 31, 2015, 39,186,386 shares as of December 31, 2014 and 39,098,549 shares as of March 31, 2014
|
|
393
|
|
|
392
|
|
|
391
|
|
|||
Additional paid-in capital
|
|
133,962
|
|
|
134,177
|
|
|
126,937
|
|
|||
Retained earnings
|
|
645,931
|
|
|
659,816
|
|
|
629,443
|
|
|||
Total Granite Construction Incorporated shareholders’ equity
|
|
780,286
|
|
|
794,385
|
|
|
756,771
|
|
|||
Non-controlling interests
|
|
22,411
|
|
|
22,721
|
|
|
7,960
|
|
|||
Total equity
|
|
802,697
|
|
|
817,106
|
|
|
764,731
|
|
|||
Total liabilities and equity
|
|
$
|
1,583,528
|
|
|
$
|
1,620,494
|
|
|
$
|
1,561,171
|
|
|
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||
(Unaudited - in thousands, except per share data)
|
||||||||
Three Months Ended March 31,
|
2015
|
|
2014
|
|||||
Revenue
|
|
|
|
|
||||
Construction
|
|
$
|
188,520
|
|
|
$
|
157,040
|
|
Large Project Construction
|
|
190,305
|
|
|
187,336
|
|
||
Construction Materials
|
|
41,424
|
|
|
35,471
|
|
||
Total revenue
|
|
420,249
|
|
|
379,847
|
|
||
Cost of revenue
|
|
|
|
|
|
|||
Construction
|
|
166,845
|
|
|
147,896
|
|
||
Large Project Construction
|
|
172,534
|
|
|
171,543
|
|
||
Construction Materials
|
|
40,761
|
|
|
39,000
|
|
||
Total cost of revenue
|
|
380,140
|
|
|
358,439
|
|
||
Gross profit
|
|
40,109
|
|
|
21,408
|
|
||
Selling, general and administrative expenses
|
|
52,203
|
|
|
49,247
|
|
||
Gain on sales of property and equipment
|
|
(811
|
)
|
|
(894
|
)
|
||
Operating loss
|
|
(11,283
|
)
|
|
(26,945
|
)
|
||
Other (income) expense
|
|
|
|
|
|
|||
Interest income
|
|
(442
|
)
|
|
(479
|
)
|
||
Interest expense
|
|
3,496
|
|
|
3,599
|
|
||
Equity in loss (income) of affiliates
|
|
63
|
|
|
(791
|
)
|
||
Other (income) expense, net
|
|
(1,284
|
)
|
|
51
|
|
||
Total other expense
|
|
1,833
|
|
|
2,380
|
|
||
Loss before benefit from income taxes
|
|
(13,116
|
)
|
|
(29,325
|
)
|
||
Benefit from income taxes
|
|
(4,506
|
)
|
|
(8,064
|
)
|
||
Net loss
|
|
(8,610
|
)
|
|
(21,261
|
)
|
||
Amount attributable to non-controlling interests
|
|
50
|
|
|
708
|
|
||
Net loss attributable to Granite Construction Incorporated
|
|
$
|
(8,560
|
)
|
|
$
|
(20,553
|
)
|
|
|
|
|
|
||||
Net loss per share attributable to common shareholders
(see Note 12)
|
|
|
|
|
||||
Basic
|
|
$
|
(0.22
|
)
|
|
$
|
(0.53
|
)
|
Diluted
|
|
$
|
(0.22
|
)
|
|
$
|
(0.53
|
)
|
Weighted average shares of common stock
|
|
|
|
|
|
|||
Basic
|
|
39,215
|
|
|
38,951
|
|
||
Diluted
|
|
39,215
|
|
|
38,951
|
|
||
Dividends per common share
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
||||||||
(
Unaudited - in thousands
)
|
|
||||||||
Three Months Ended March 31,
|
|
2015
|
|
2014
|
|
||||
Operating activities
|
|
|
|
|
|
||||
Net loss
|
|
$
|
(8,610
|
)
|
|
$
|
(21,261
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
|
15,627
|
|
|
15,832
|
|
|
||
Gain on sales of property and equipment
|
|
(811
|
)
|
|
(894
|
)
|
|
||
Change in deferred income taxes
|
|
(14
|
)
|
|
1,613
|
|
|
||
Stock-based compensation
|
|
3,163
|
|
|
4,095
|
|
|
||
Equity in net income from unconsolidated joint ventures
|
|
(11,271
|
)
|
|
(2,562
|
)
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|||
Receivables
|
|
36,662
|
|
|
68,383
|
|
|
||
Costs and estimated earnings in excess of billings, net
|
|
(29,366
|
)
|
|
(43,318
|
)
|
|
||
Inventories
|
|
4,284
|
|
|
(14,933
|
)
|
|
||
Contributions to unconsolidated construction joint ventures
|
|
(20,000
|
)
|
|
—
|
|
|
||
Distributions from unconsolidated construction joint ventures
|
|
21,170
|
|
|
6,880
|
|
|
||
Other assets, net
|
|
(3,305
|
)
|
|
(10,167
|
)
|
|
||
Accounts payable
|
|
(28,609
|
)
|
|
(19,629
|
)
|
|
||
Accrued expenses and other current liabilities, net
|
|
14,162
|
|
|
(3,816
|
)
|
|
||
Net cash used in operating activities
|
|
(6,918
|
)
|
|
(19,777
|
)
|
|
||
Investing activities
|
|
|
|
|
|
|
|
||
Purchases of marketable securities
|
|
(9,988
|
)
|
|
(10,000
|
)
|
|
||
Maturities of marketable securities
|
|
10,000
|
|
|
5,000
|
|
|
||
Proceeds from called marketable securities
|
|
5,000
|
|
|
15,000
|
|
|
||
Purchases of property and equipment
|
|
(7,607
|
)
|
|
(10,375
|
)
|
|
||
Proceeds from sales of property and equipment
|
|
1,089
|
|
|
1,360
|
|
|
||
Other investing activities, net
|
|
383
|
|
|
39
|
|
|
||
Net cash (used in) provided by investing activities
|
|
(1,123
|
)
|
|
1,024
|
|
|
||
Financing activities
|
|
|
|
|
|
|
|
||
Cash dividends paid
|
|
(5,094
|
)
|
|
(5,083
|
)
|
|
||
Purchases of common stock
|
|
(3,191
|
)
|
|
(4,278
|
)
|
|
||
(Distributions to) contributions from non-controlling partners
|
|
(270
|
)
|
|
4,278
|
|
|
||
Other financing activities
|
|
38
|
|
|
495
|
|
|
||
Net cash used in financing activities
|
|
(8,517
|
)
|
|
(4,588
|
)
|
|
||
Decrease in cash and cash equivalents
|
|
(16,558
|
)
|
|
(23,341
|
)
|
|
||
Cash and cash equivalents at beginning of period
|
|
255,961
|
|
|
229,121
|
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
239,403
|
|
|
$
|
205,780
|
|
|
Supplementary Information
|
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
|
||||
Interest
|
|
$
|
612
|
|
|
$
|
624
|
|
|
Income taxes
|
|
202
|
|
|
1,551
|
|
|
||
Other non-cash activities:
|
|
|
|
|
|
||||
Performance guarantees
|
|
$
|
4,736
|
|
|
$
|
(438
|
)
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
||
Restricted stock units issued, net of forfeitures
|
|
$
|
5,281
|
|
|
$
|
6,273
|
|
|
Accrued cash dividends
|
|
5,115
|
|
|
5,083
|
|
|
||
Accrued equipment purchases
|
|
2,313
|
|
|
—
|
|
|
|
|
|
|
1.
|
Basis of Presentation
|
|
|
|
|
2.
|
Recently Issued Accounting Pronouncements
|
3.
|
Revisions in Estimates
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|||||
(dollars in millions)
|
|
2015
|
|
|
2014
|
||
Number of projects with upward estimate changes
|
|
2
|
|
|
|
5
|
|
Range of increase in gross profit from each project, net
|
$
|
1.1 - 1.9
|
|
|
$
|
1.3 - 7.9
|
|
Increase in project profitability
|
$
|
3.0
|
|
|
$
|
16.1
|
|
|
|
Three Months Ended March 31,
|
|||||
(dollars in millions)
|
|
2015
|
|
|
2014
|
||
Number of projects with downward estimate changes
|
|
3
|
|
|
|
2
|
|
Range of reduction in gross profit from each project, net
|
$
|
1.1 - 1.3
|
|
|
$
|
3.4 - 4.5
|
|
Decrease in project profitability
|
$
|
3.8
|
|
|
$
|
7.9
|
|
|
|
|
|
4.
|
Marketable Securities
|
(in thousands)
|
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2014 |
||||||
U.S. Government and agency obligations
|
|
$
|
9,290
|
|
|
$
|
10,511
|
|
|
$
|
6,157
|
|
Commercial paper
|
|
9,992
|
|
|
14,993
|
|
|
34,986
|
|
|||
Total short-term marketable securities
|
|
19,282
|
|
|
25,504
|
|
|
41,143
|
|
|||
U.S. Government and agency obligations
|
|
80,522
|
|
|
76,563
|
|
|
65,969
|
|
|||
Total long-term marketable securities
|
|
80,522
|
|
|
76,563
|
|
|
65,969
|
|
|||
Total marketable securities
|
|
$
|
99,804
|
|
|
$
|
102,067
|
|
|
$
|
107,112
|
|
(in thousands)
|
March 31,
2015 |
||
Due within one year
|
$
|
19,282
|
|
Due in one to five years
|
80,522
|
|
|
Total
|
$
|
99,804
|
|
|
|
|
|
5.
|
Fair Value Measurement
|
•
|
Level 1 - Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||||
March 31, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
|
$
|
54,709
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54,709
|
|
Total assets
|
|
$
|
54,709
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54,709
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||||
December 31, 2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
|
$
|
60,618
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60,618
|
|
Total assets
|
|
$
|
60,618
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60,618
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||||
March 31, 2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
|
$
|
49,770
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49,770
|
|
Total assets
|
|
$
|
49,770
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49,770
|
|
(in thousands)
|
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2014 |
||||||
Cash equivalents
|
|
$
|
54,709
|
|
|
$
|
60,618
|
|
|
$
|
49,770
|
|
Cash
|
|
184,694
|
|
|
195,343
|
|
|
156,010
|
|
|||
Total cash and cash equivalents
|
|
$
|
239,403
|
|
|
$
|
255,961
|
|
|
$
|
205,780
|
|
|
|
|
|
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
|
March 31, 2014
|
||||||||||||||||||
(in thousands)
|
|
Fair Value Hierarchy
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Held-to-maturity marketable securities
|
|
Level 1
|
|
$
|
99,804
|
|
|
$
|
99,811
|
|
|
$
|
102,067
|
|
|
$
|
101,808
|
|
|
$
|
107,112
|
|
|
$
|
106,864
|
|
Liabilities (including current maturities):
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior notes payable
1
|
|
Level 3
|
|
$
|
200,000
|
|
|
$
|
222,973
|
|
|
$
|
200,000
|
|
|
$
|
220,226
|
|
|
$
|
200,000
|
|
|
$
|
226,503
|
|
Credit Agreement loan
1
|
|
Level 3
|
|
70,000
|
|
|
70,391
|
|
|
70,000
|
|
|
70,153
|
|
|
70,000
|
|
|
69,368
|
|
|
|
|
|
6.
|
Receivables, net
|
(in thousands)
|
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2014 |
||||||
Construction contracts:
|
|
|
|
|
|
|
||||||
Completed and in progress
|
|
$
|
163,671
|
|
|
$
|
191,094
|
|
|
$
|
142,289
|
|
Retentions
|
|
74,718
|
|
|
84,760
|
|
|
69,574
|
|
|||
Total construction contracts
|
|
238,389
|
|
|
275,854
|
|
|
211,863
|
|
|||
Construction Material sales
|
|
26,776
|
|
|
28,549
|
|
|
23,790
|
|
|||
Other
|
|
6,504
|
|
|
6,822
|
|
|
12,212
|
|
|||
Total gross receivables
|
|
271,669
|
|
|
311,225
|
|
|
247,865
|
|
|||
Less: allowance for doubtful accounts
|
|
341
|
|
|
291
|
|
|
2,584
|
|
|||
Total net receivables
|
|
$
|
271,328
|
|
|
$
|
310,934
|
|
|
$
|
245,281
|
|
(in thousands)
|
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2014 |
||||||
Escrow
|
|
$
|
22,421
|
|
|
$
|
28,692
|
|
|
$
|
25,603
|
|
Non-escrow
|
|
52,297
|
|
|
56,068
|
|
|
43,971
|
|
|||
Total retention receivables
|
|
$
|
74,718
|
|
|
$
|
84,760
|
|
|
$
|
69,574
|
|
|
|
|
|
7.
|
Construction and Line Item Joint Ventures
|
|
|
|
|
(in thousands)
|
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2014 |
||||||
Cash and cash equivalents
1
|
|
$
|
52,884
|
|
|
$
|
61,276
|
|
|
$
|
27,612
|
|
Receivables, net
|
|
39,711
|
|
|
36,781
|
|
|
39,014
|
|
|||
Other current assets
|
|
2,510
|
|
|
1,746
|
|
|
4,624
|
|
|||
Total current assets
|
|
95,105
|
|
|
99,803
|
|
|
71,250
|
|
|||
Property and equipment, net
|
|
9,729
|
|
|
11,969
|
|
|
19,801
|
|
|||
Total assets
2
|
|
$
|
104,834
|
|
|
$
|
111,772
|
|
|
$
|
91,051
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
14,960
|
|
|
$
|
18,009
|
|
|
$
|
22,136
|
|
Billings in excess of costs and estimated earnings
1
|
|
29,963
|
|
|
32,830
|
|
|
43,087
|
|
|||
Accrued expenses and other current liabilities
|
|
1,530
|
|
|
2,714
|
|
|
7,074
|
|
|||
Total liabilities
2
|
|
$
|
46,453
|
|
|
$
|
53,553
|
|
|
$
|
72,297
|
|
|
|
|
|
(in thousands)
|
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2014 |
||||||
Assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
1
|
|
$
|
240,123
|
|
|
$
|
264,263
|
|
|
$
|
240,486
|
|
Other assets
|
|
721,618
|
|
|
573,898
|
|
|
581,842
|
|
|||
Less partners’ interest
|
|
637,512
|
|
|
546,907
|
|
|
542,114
|
|
|||
Granite’s interest
|
|
324,229
|
|
|
291,254
|
|
|
280,214
|
|
|||
Liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
191,312
|
|
|
146,198
|
|
|
131,441
|
|
|||
Billings in excess of costs and estimated earnings
1
|
|
171,187
|
|
|
156,604
|
|
|
189,979
|
|
|||
Other liabilities
|
|
72,026
|
|
|
55,289
|
|
|
69,745
|
|
|||
Less partners’ interest
|
|
304,422
|
|
|
251,412
|
|
|
278,996
|
|
|||
Granite’s interest
|
|
130,103
|
|
|
106,679
|
|
|
112,169
|
|
|||
Equity in construction joint ventures
2
|
|
$
|
194,126
|
|
|
$
|
184,575
|
|
|
$
|
168,045
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Revenue:
|
|
|
|
|
||||
Total
|
|
$
|
443,407
|
|
|
$
|
349,167
|
|
Less partners’ interest and adjustments
1
|
|
308,120
|
|
|
259,857
|
|
||
Granite’s interest
|
|
135,287
|
|
|
89,310
|
|
||
Cost of revenue:
|
|
|
|
|
||||
Total
|
|
410,071
|
|
|
297,461
|
|
||
Less partners’ interest and adjustments
1
|
|
286,047
|
|
|
210,906
|
|
||
Granite’s interest
|
|
124,024
|
|
|
86,555
|
|
||
Granite’s interest in gross profit
|
|
$
|
11,263
|
|
|
$
|
2,755
|
|
|
|
|
|
8.
|
Investments in Affiliates
|
(in thousands)
|
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2014 |
||||||
Equity method investments in real estate affiliates
|
|
$
|
22,639
|
|
|
$
|
22,623
|
|
|
$
|
22,353
|
|
Equity method investment in other affiliate
|
|
9,392
|
|
|
9,738
|
|
|
10,983
|
|
|||
Total investments in affiliates
|
|
$
|
32,031
|
|
|
$
|
32,361
|
|
|
$
|
33,336
|
|
(in thousands)
|
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2014 |
||||||
Total assets
|
|
$
|
178,723
|
|
|
$
|
170,174
|
|
|
$
|
172,763
|
|
Net assets
|
|
101,212
|
|
|
97,639
|
|
|
95,561
|
|
|||
Granite’s share of net assets
|
|
32,031
|
|
|
32,361
|
|
|
33,336
|
|
|
|
|
|
9.
|
Property and Equipment, net
|
(in thousands)
|
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2014 |
||||||
Equipment and vehicles
|
|
$
|
766,066
|
|
|
$
|
767,313
|
|
|
$
|
770,266
|
|
Quarry property
|
|
172,046
|
|
|
172,081
|
|
|
170,442
|
|
|||
Land and land improvements
|
|
110,302
|
|
|
110,235
|
|
|
120,092
|
|
|||
Buildings and leasehold improvements
|
|
82,628
|
|
|
82,655
|
|
|
83,994
|
|
|||
Office furniture and equipment
|
|
70,820
|
|
|
70,820
|
|
|
70,826
|
|
|||
Property and equipment
|
|
1,201,862
|
|
|
1,203,104
|
|
|
1,215,620
|
|
|||
Less: accumulated depreciation and depletion
|
|
801,952
|
|
|
793,451
|
|
|
783,222
|
|
|||
Property and equipment, net
|
|
$
|
399,910
|
|
|
$
|
409,653
|
|
|
$
|
432,398
|
|
10.
|
Intangible Assets
|
(in thousands)
|
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2014 |
||||||
Construction
|
|
$
|
29,260
|
|
|
$
|
29,260
|
|
|
$
|
29,260
|
|
Large Project Construction
|
|
22,593
|
|
|
22,593
|
|
|
22,593
|
|
|||
Construction Materials
|
|
1,946
|
|
|
1,946
|
|
|
1,946
|
|
|||
Total goodwill
|
|
$
|
53,799
|
|
|
$
|
53,799
|
|
|
$
|
53,799
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
||||||
March 31, 2015
|
|
Gross Value
|
|
Amortization
|
|
Net Book Value
|
||||||
Permits
|
|
$
|
29,713
|
|
|
$
|
(13,396
|
)
|
|
$
|
16,317
|
|
Acquired backlog
|
|
7,900
|
|
|
(7,378
|
)
|
|
522
|
|
|||
Customer lists
|
|
4,398
|
|
|
(2,858
|
)
|
|
1,540
|
|
|||
Trade name
|
|
4,100
|
|
|
(971
|
)
|
|
3,129
|
|
|||
Covenants not to compete and other
|
|
2,459
|
|
|
(2,428
|
)
|
|
31
|
|
|||
Total amortized intangible assets
|
|
$
|
48,570
|
|
|
$
|
(27,031
|
)
|
|
$
|
21,539
|
|
|
|
|
|
Accumulated
|
|
|
||||||
December 31, 2014
|
|
Gross Value
|
|
Amortization
|
|
Net Book Value
|
||||||
Permits
|
|
$
|
29,713
|
|
|
$
|
(13,115
|
)
|
|
$
|
16,598
|
|
Acquired backlog
|
|
7,900
|
|
|
(7,263
|
)
|
|
637
|
|
|||
Customer lists
|
|
4,398
|
|
|
(2,785
|
)
|
|
1,613
|
|
|||
Trade name
|
|
4,100
|
|
|
(863
|
)
|
|
3,237
|
|
|||
Covenants not to compete and other
|
|
2,459
|
|
|
(2,428
|
)
|
|
31
|
|
|||
Total amortized intangible assets
|
|
$
|
48,570
|
|
|
$
|
(26,454
|
)
|
|
$
|
22,116
|
|
|
|
|
|
Accumulated
|
|
|
||||||
March 31, 2014
|
|
Gross Value
|
|
Amortization
|
|
Net Book Value
|
||||||
Permits
|
|
$
|
29,713
|
|
|
$
|
(12,273
|
)
|
|
$
|
17,440
|
|
Acquired backlog
|
|
7,900
|
|
|
(6,962
|
)
|
|
938
|
|
|||
Customer lists
|
|
4,398
|
|
|
(2,564
|
)
|
|
1,834
|
|
|||
Trade name
|
|
4,100
|
|
|
(539
|
)
|
|
3,561
|
|
|||
Covenants not to compete and other
|
|
2,459
|
|
|
(2,424
|
)
|
|
35
|
|
|||
Total amortized intangible assets
|
|
$
|
48,570
|
|
|
$
|
(24,762
|
)
|
|
$
|
23,808
|
|
|
|
|
|
11.
|
Covenants and Events of Default
|
12.
|
Weighted Average Shares Outstanding and Earnings Per Share
|
|
|
Three Months Ended March 31,
|
||||
(in thousands)
|
|
2015
|
|
2014
|
||
Weighted average shares outstanding:
|
|
|
|
|
||
Weighted average common stock outstanding
|
|
39,215
|
|
|
38,951
|
|
Total basic weighted average shares outstanding
|
|
39,215
|
|
|
38,951
|
|
|
|
|
|
|
||
Diluted weighted average shares outstanding:
|
|
|
|
|
||
Weighted average common stock outstanding, basic
|
|
39,215
|
|
|
38,951
|
|
Effect of dilutive securities:
|
|
|
|
|
||
Common stock options and restricted stock units
1
|
|
—
|
|
|
—
|
|
Total weighted average shares outstanding assuming dilution
|
|
39,215
|
|
|
38,951
|
|
|
|
|
|
13.
|
Equity
|
|
|
Granite Construction Incorporated
|
|
Non-controlling Interests
|
|
Total Equity
|
||||||
Balance at December 31, 2014
|
|
$
|
794,385
|
|
|
$
|
22,721
|
|
|
$
|
817,106
|
|
Purchase of common stock
1
|
|
(3,191
|
)
|
|
—
|
|
|
(3,191
|
)
|
|||
Other transactions with shareholders and employees
3
|
|
2,767
|
|
|
—
|
|
|
2,767
|
|
|||
Transactions with non-controlling interests, net
|
|
—
|
|
|
(260
|
)
|
|
(260
|
)
|
|||
Net loss
|
|
(8,560
|
)
|
|
(50
|
)
|
|
(8,610
|
)
|
|||
Dividends on common stock
|
|
(5,115
|
)
|
|
—
|
|
|
(5,115
|
)
|
|||
Balance at March 31, 2015
|
|
$
|
780,286
|
|
|
$
|
22,411
|
|
|
$
|
802,697
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2013
|
|
$
|
781,940
|
|
|
$
|
4,404
|
|
|
$
|
786,344
|
|
Purchase of common stock
2
|
|
(4,278
|
)
|
|
—
|
|
|
(4,278
|
)
|
|||
Other transactions with shareholders and employees
3
|
|
4,745
|
|
|
—
|
|
|
4,745
|
|
|||
Transactions with non-controlling interests, net
|
|
—
|
|
|
4,264
|
|
|
4,264
|
|
|||
Net loss
|
|
(20,553
|
)
|
|
(708
|
)
|
|
(21,261
|
)
|
|||
Dividends on common stock
|
|
(5,083
|
)
|
|
—
|
|
|
(5,083
|
)
|
|||
Balance at March 31, 2014
|
|
$
|
756,771
|
|
|
$
|
7,960
|
|
|
$
|
764,731
|
|
|
|
|
|
14.
|
Legal Proceedings
|
|
|
|
|
15.
|
Business Segment Information
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
(in thousands)
|
|
Construction
|
|
Large Project Construction
|
|
Construction Materials
|
|
Total
|
||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenue from reportable segments
|
|
$
|
188,520
|
|
|
$
|
190,305
|
|
|
$
|
53,700
|
|
|
$
|
432,525
|
|
Elimination of intersegment revenue
|
|
—
|
|
|
—
|
|
|
(12,276
|
)
|
|
(12,276
|
)
|
||||
Revenue from external customers
|
|
188,520
|
|
|
190,305
|
|
|
41,424
|
|
|
420,249
|
|
||||
Gross profit
|
|
21,675
|
|
|
17,771
|
|
|
663
|
|
|
40,109
|
|
||||
Depreciation, depletion and amortization
|
|
4,692
|
|
|
2,644
|
|
|
5,432
|
|
|
12,768
|
|
||||
Segment assets
|
|
144,878
|
|
|
253,070
|
|
|
307,140
|
|
|
705,088
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue from reportable segments
|
|
$
|
157,040
|
|
|
$
|
187,336
|
|
|
$
|
42,109
|
|
|
$
|
386,485
|
|
Elimination of intersegment revenue
|
|
—
|
|
|
—
|
|
|
(6,638
|
)
|
|
(6,638
|
)
|
||||
Revenue from external customers
|
|
157,040
|
|
|
187,336
|
|
|
35,471
|
|
|
379,847
|
|
||||
Gross profit (loss)
|
|
9,144
|
|
|
15,793
|
|
|
(3,529
|
)
|
|
21,408
|
|
||||
Depreciation, depletion and amortization
|
|
4,015
|
|
|
3,204
|
|
|
5,098
|
|
|
12,317
|
|
||||
Segment assets
|
|
147,232
|
|
|
238,519
|
|
|
329,945
|
|
|
715,696
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Total gross profit from reportable segments
|
|
$
|
40,109
|
|
|
$
|
21,408
|
|
Selling, general and administrative expenses
|
|
52,203
|
|
|
49,247
|
|
||
Gain on sales of property and equipment
|
|
(811
|
)
|
|
(894
|
)
|
||
Other expense
|
|
1,833
|
|
|
2,380
|
|
||
Loss before benefit from income taxes
|
|
$
|
(13,116
|
)
|
|
$
|
(29,325
|
)
|
|
|
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Total revenue
|
$
|
420,249
|
|
|
$
|
379,847
|
|
Gross profit
|
40,109
|
|
|
21,408
|
|
||
Operating loss
|
(11,283
|
)
|
|
(26,945
|
)
|
||
Total other expense
|
1,833
|
|
|
2,380
|
|
||
Net loss attributable to Granite Construction Inc.
|
(8,560
|
)
|
|
(20,553
|
)
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||
(dollars in thousands)
|
|
2015
|
|
2014
|
||||||||||
Construction
|
|
$
|
188,520
|
|
|
44.8
|
%
|
|
$
|
157,040
|
|
|
41.3
|
%
|
Large Project Construction
|
|
190,305
|
|
|
45.3
|
|
|
187,336
|
|
|
49.4
|
|
||
Construction Materials
|
|
41,424
|
|
|
9.9
|
|
|
35,471
|
|
|
9.3
|
|
||
Total
|
|
$
|
420,249
|
|
|
100.0
|
%
|
|
$
|
379,847
|
|
|
100.0
|
%
|
|
|
Three Months Ended March 31,
|
||||||||||||
(dollars in thousands)
|
|
2015
|
|
2014
|
||||||||||
California:
|
|
|
|
|
|
|
|
|
||||||
Public sector
|
|
$
|
64,949
|
|
|
34.4
|
%
|
|
$
|
66,520
|
|
|
42.5
|
%
|
Private sector
|
|
26,235
|
|
|
13.9
|
|
|
17,658
|
|
|
11.2
|
|
||
Northwest:
|
|
|
|
|
|
|
|
|
||||||
Public sector
|
|
37,854
|
|
|
20.1
|
|
|
22,423
|
|
|
14.3
|
|
||
Private sector
|
|
28,459
|
|
|
15.1
|
|
|
19,222
|
|
|
12.2
|
|
||
Heavy Civil:
|
|
|
|
|
|
|
|
|
||||||
Public sector
|
|
6,958
|
|
|
3.7
|
|
|
2,851
|
|
|
1.8
|
|
||
Kenny:
|
|
|
|
|
|
|
|
|
||||||
Public sector
|
|
8,432
|
|
|
4.5
|
|
|
15,569
|
|
|
9.9
|
|
||
Private sector
|
|
15,633
|
|
|
8.3
|
|
|
12,797
|
|
|
8.1
|
|
||
Total
|
|
$
|
188,520
|
|
|
100.0
|
%
|
|
$
|
157,040
|
|
|
100.0
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||
(dollars in thousands)
|
|
2015
|
|
2014
|
||||||||||
Heavy Civil
1
|
|
$
|
140,519
|
|
|
73.8
|
%
|
|
$
|
141,983
|
|
|
75.8
|
%
|
Northwest
1
|
|
9,711
|
|
|
5.1
|
|
|
2,902
|
|
|
1.5
|
|
||
California
1
|
|
5,125
|
|
|
2.7
|
|
|
17,239
|
|
|
9.3
|
|
||
Kenny
|
|
|
|
|
|
|
|
|
||||||
Public sector
|
|
22,811
|
|
|
12.0
|
|
|
$
|
18,188
|
|
|
9.7
|
|
|
Private sector
|
|
12,139
|
|
|
6.4
|
|
|
$
|
7,024
|
|
|
3.7
|
|
|
Total
|
|
$
|
190,305
|
|
|
100.0
|
%
|
|
$
|
187,336
|
|
|
100.0
|
%
|
|
|
Three Months Ended March 31,
|
||||||||||||
(dollars in thousands)
|
|
2015
|
|
2014
|
||||||||||
California
|
|
$
|
29,122
|
|
|
70.3
|
%
|
|
$
|
24,468
|
|
|
69.0
|
%
|
Northwest
|
|
12,302
|
|
|
29.7
|
|
|
11,003
|
|
|
31.0
|
|
||
Total
|
|
$
|
41,424
|
|
|
100.0
|
%
|
|
$
|
35,471
|
|
|
100.0
|
%
|
|
|
|
|
(dollars in thousands)
|
|
March 31, 2015
|
|
December 31, 2014
|
|
March 31, 2014
|
|||||||||||||||
Construction
|
|
$
|
749,261
|
|
|
25.5
|
%
|
|
$
|
712,967
|
|
|
26.2
|
%
|
|
$
|
786,458
|
|
|
30.6
|
%
|
Large Project Construction
|
|
2,187,888
|
|
|
74.5
|
|
|
2,005,906
|
|
|
73.8
|
|
|
1,783,254
|
|
|
69.4
|
|
|||
Total
|
|
$
|
2,937,149
|
|
|
100.0
|
%
|
|
$
|
2,718,873
|
|
|
100.0
|
%
|
|
$
|
2,569,712
|
|
|
100.0
|
%
|
(dollars in thousands)
|
|
March 31, 2015
|
|
December 31, 2014
|
|
March 31, 2014
|
|||||||||||||||
California:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Public sector
|
|
$
|
275,448
|
|
|
36.7
|
%
|
|
$
|
285,230
|
|
|
40.0
|
%
|
|
$
|
369,812
|
|
|
47.0
|
%
|
Private sector
|
|
49,368
|
|
|
6.6
|
|
|
60,490
|
|
|
8.5
|
|
|
78,703
|
|
|
10.0
|
|
|||
Northwest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Public sector
|
|
229,847
|
|
|
30.6
|
|
|
185,987
|
|
|
26.1
|
|
|
185,714
|
|
|
23.6
|
|
|||
Private sector
|
|
18,672
|
|
|
2.5
|
|
|
35,444
|
|
|
5.0
|
|
|
28,053
|
|
|
3.6
|
|
|||
Heavy Civil:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Public sector
|
|
36,400
|
|
|
4.9
|
|
|
27,557
|
|
|
3.8
|
|
|
44,727
|
|
|
5.7
|
|
|||
Kenny:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Public sector
|
|
61,833
|
|
|
8.3
|
|
|
44,927
|
|
|
6.3
|
|
|
50,388
|
|
|
6.4
|
|
|||
Private sector
|
|
77,693
|
|
|
10.4
|
|
|
73,332
|
|
|
10.3
|
|
|
29,061
|
|
|
3.7
|
|
|||
Total
|
|
$
|
749,261
|
|
|
100.0
|
%
|
|
$
|
712,967
|
|
|
100.0
|
%
|
|
$
|
786,458
|
|
|
100.0
|
%
|
(dollars in thousands)
|
|
March 31, 2015
|
|
December 31, 2014
|
|
March 31, 2014
|
|||||||||||||||
Heavy Civil
1
|
|
$
|
1,908,109
|
|
|
87.2
|
%
|
|
$
|
1,682,047
|
|
|
83.9
|
%
|
|
$
|
1,422,246
|
|
|
79.8
|
%
|
Northwest
1
|
|
29,658
|
|
|
1.4
|
|
|
38,463
|
|
|
1.8
|
|
|
4,010
|
|
|
0.2
|
|
|||
California
1
|
|
17,643
|
|
|
0.8
|
|
|
19,066
|
|
|
1.0
|
|
|
46,923
|
|
|
2.6
|
|
|||
Kenny:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Public sector
2
|
|
134,298
|
|
|
6.1
|
|
|
156,010
|
|
|
7.8
|
|
|
141,427
|
|
|
7.9
|
|
|||
Private sector
|
|
98,180
|
|
|
4.5
|
|
|
110,320
|
|
|
5.5
|
|
|
168,648
|
|
|
9.5
|
|
|||
Total
|
|
$
|
2,187,888
|
|
|
100.0
|
%
|
|
$
|
2,005,906
|
|
|
100.0
|
%
|
|
$
|
1,783,254
|
|
|
100.0
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
|
2015
|
|
2014
|
||||
Construction
|
|
$
|
21,675
|
|
|
$
|
9,144
|
|
Percent of segment revenue
|
|
11.5
|
%
|
|
5.8
|
%
|
||
Large Project Construction
|
|
17,771
|
|
|
15,793
|
|
||
Percent of segment revenue
|
|
9.3
|
|
|
8.4
|
|
||
Construction Materials
|
|
663
|
|
|
(3,529
|
)
|
||
Percent of segment revenue
|
|
1.6
|
|
|
(9.9
|
)
|
||
Total gross profit
|
|
$
|
40,109
|
|
|
$
|
21,408
|
|
Percent of total revenue
|
|
9.5
|
%
|
|
5.6
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
|
2015
|
|
2014
|
||||
Selling
|
|
|
|
|
|
|
||
Salaries and related expenses
|
|
$
|
12,049
|
|
|
$
|
11,189
|
|
Other selling expenses
|
|
1,773
|
|
|
1,148
|
|
||
Total selling
|
|
13,822
|
|
|
12,337
|
|
||
General and administrative
|
|
|
|
|
|
|
||
Salaries and related expenses
|
|
18,095
|
|
|
16,685
|
|
||
Restricted stock amortization
|
|
4,254
|
|
|
5,490
|
|
||
Other general and administrative expenses
|
|
16,032
|
|
|
14,735
|
|
||
Total general and administrative
|
|
38,381
|
|
|
36,910
|
|
||
Total selling, general and administrative
|
|
$
|
52,203
|
|
|
$
|
49,247
|
|
Percent of revenue
|
|
12.4
|
%
|
|
13.0
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Interest income
|
|
$
|
(442
|
)
|
|
$
|
(479
|
)
|
Interest expense
|
|
3,496
|
|
|
3,599
|
|
||
Equity in loss (income) of affiliates
|
|
63
|
|
|
(791
|
)
|
||
Other (income) expense, net
|
|
(1,284
|
)
|
|
51
|
|
||
Total other expense
|
|
$
|
1,833
|
|
|
$
|
2,380
|
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
|
2015
|
|
2014
|
||||
Benefit from income taxes
|
|
$
|
(4,506
|
)
|
|
$
|
(8,064
|
)
|
Effective tax rate
|
|
34.4
|
%
|
|
27.5
|
%
|
|
|
|
|
(in thousands)
|
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2014 |
||||||
Cash and cash equivalents excluding consolidated joint ventures
|
|
$
|
186,519
|
|
|
$
|
194,685
|
|
|
$
|
178,168
|
|
Consolidated construction joint venture cash and cash equivalents
1
|
|
52,884
|
|
|
61,276
|
|
|
27,612
|
|
|||
Total consolidated cash and cash equivalents
|
|
239,403
|
|
|
255,961
|
|
|
205,780
|
|
|||
Short-term and long-term marketable securities
2
|
|
99,804
|
|
|
102,067
|
|
|
107,112
|
|
|||
Total cash, cash equivalents and marketable securities
|
|
$
|
339,207
|
|
|
$
|
358,028
|
|
|
$
|
312,892
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Net cash (used in) provided by:
|
|
|
|
|
||||
Operating activities
|
|
$
|
(6,918
|
)
|
|
$
|
(19,777
|
)
|
Investing activities
|
|
(1,123
|
)
|
|
1,024
|
|
||
Financing activities
|
|
(8,517
|
)
|
|
(4,588
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
|
|
|
|
Item 1.
|
LEGAL PROCEEDINGS
|
Period
|
|
Total number of shares purchased
1
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
2
|
|
||||||
January 1, 2015 through January 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
64,065,401
|
|
|
February 1, 2015 through February 28, 2015
|
|
71
|
|
|
$
|
35.32
|
|
|
—
|
|
|
$
|
64,065,401
|
|
|
March 1, 2015 through March 31, 2015
|
|
98,087
|
|
|
$
|
32.51
|
|
|
—
|
|
|
$
|
64,065,401
|
|
|
|
|
98,158
|
|
|
$
|
32.51
|
|
|
—
|
|
|
|
|
Item 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 5.
|
OTHER INFORMATION
|
|
|
|
|
†
|
||
†
|
||
†
|
||
††
|
||
†
|
||
101.INS
|
†
|
XBRL Instance Document
|
101.SCH
|
†
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
†
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
†
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
†
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
†
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
†
|
Filed herewith
|
|
††
|
Furnished herewith
|
|
|
|
|
|
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
|
|
|
|
|
Date:
|
May 5, 2015
|
|
By:
|
/s/ Laurel J. Krzeminski
|
|
|
|
|
Laurel J. Krzeminski
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Granite Construction Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
May 5, 2015
|
/s/ James H. Roberts
|
|
|
James H. Roberts
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Granite Construction Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
May 5, 2015
|
/s/ Laurel J. Krzeminski
|
|
|
Laurel J. Krzeminski
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Dated:
|
May 5, 2015
|
/s/ James H. Roberts
|
|
|
James H. Roberts
|
|
|
President and Chief Executive Officer
|
Dated:
|
May 5, 2015
|
/s/ Laurel J. Krzeminski
|
|
|
Laurel J. Krzeminski
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
Three Months Ended March 31,
|
|
||
Name of Mine
|
|
2015
|
|
2014
|
|
Arvin Pit
|
|
—
|
|
1
|
|
Capay Plant Facility
|
|
2
|
|
—
|
|
Swan Pit
|
|
1
|
|
—
|
|
Total
|
|
3
|
|
1
|
|
•
|
MSHA did not issue any orders requiring persons to be withdrawn from the areas affected by the alleged violations of mandatory health or safety standards under Section 104(b) of the Mine Act.
|
•
|
MSHA did not issue any citations or orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under section 104(d) of the Mine Act.
|
•
|
MSHA did not identify any flagrant violations under Section 110(b)(2) of the Mine Act.
|
•
|
MSHA did not issue any imminent danger orders requiring immediate withdrawal from the affected areas under Section 107(a) of the Mine Act.
|
•
|
We did not experience any mining-related fatalities.
|
•
|
We did not receive written notice of a pattern of violations of mandatory health or safety standards from MSHA under Section 104(e) of the Mine Act or of the potential to have a pattern of violations of mandatory health or safety standards from MSHA.
|
•
|
There were no legal actions pending before the Federal Mine Safety and Health Review Commission, and there were no such legal actions instituted or resolved.
|
•
|
Proposed assessments from the MSHA during the three months ended
March 31, 2015
and
2014
were zero and less than two thousand dollars, respectively.
|