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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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Delaware
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77-0239383
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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585 West Beach Street
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Watsonville, California
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95076
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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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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2
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3
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4
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5
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December 31,
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2011
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2010
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Heavy construction equipment
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2,006
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2,104
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Trucks, truck-tractors, trailers and vehicles
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4,206
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4,560
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6
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7
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8
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Name
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Age
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Position
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James H. Roberts
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55
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President and Chief Executive Officer
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Laurel J. Krzeminski
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57
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Vice President and Chief Financial Officer
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Michael F. Donnino
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57
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Senior Vice President and Group Manager
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John A. Franich
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55
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Vice President and Group Manager
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Thomas S. Case
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49
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Vice President and Group Manager
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9
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•
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Unfavorable economic conditions have had and are expected to continue to have an adverse impact on our business.
The recent recession and credit crisis and related turmoil in the global financial system has had and may continue to have an adverse impact on our business, financial position, results of operations, cash flows and liquidity. In particular, low tax revenues, budget deficits, financing constraints and competing priorities have resulted in, and may continue to result in, cutbacks in new infrastructure projects in the public sector and could have an adverse impact on collectibility of receivables from government agencies. In addition, levels of new commercial and residential construction projects have been minimal due to oversupply of existing inventories of commercial and residential properties, low property values and a restrictive financing environment. The depressed demand for construction and construction materials in both the public and private sector has resulted in intensified competition in both sectors, which has had an adverse impact on both our revenues and profit margins and could impact growth opportunities. These factors have also had an adverse impact on the levels of activity and financial position, results of operations, cash flows and liquidity of our real estate investment and development business.
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•
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Deterioration of the United States economy could have a material adverse effect on our business, financial condition and results of operations.
Congress’ inability to lower United States debt substantially could result in a decrease in government spending, which could negatively impact the ability of government agencies to fund existing or new infrastructure projects. In addition, such actions could have a material adverse effect on the financial markets and economic conditions in the United States as well as throughout the world, which may limit our ability and the ability of our customers to obtain financing. Deterioration in general economic activity and infrastructure spending or Congress’ deficit reduction measures could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.
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•
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We work in a highly competitive marketplace.
We have multiple competitors in all of the areas in which we work, and some of our competitors are larger than we are and may have greater resources than we do. During economic down cycles or times of lower government funding for public works projects, competition for the fewer available public projects typically intensifies and this increased competition may result in a decrease in new awards at acceptable profit margins. In addition, downturns in residential and commercial construction activity increases the competition for available public sector work, further impacting our revenue, contract backlog and profit margins.
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•
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Accounting for our revenues and costs involves significant estimates.
As further described in “Critical Accounting Policies and Estimates” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” accounting for our contract related revenues and costs, as well as other expenses, requires management to make a variety of significant estimates and assumptions. Although we believe we have sufficient experience and processes to enable us to formulate appropriate assumptions and produce reasonably dependable estimates, these assumptions and estimates may change significantly in the future and could result in the reversal of previously recognized revenue and profit. Such changes could have a material adverse effect on our financial position and results of operations.
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•
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Our success depends on attracting and retaining qualified personnel, joint venture partners and subcontractors in a competitive environment.
The success of our business is dependent on our ability to attract, develop and retain qualified personnel, joint venture partners, advisors and subcontractors. Changes in general or local economic conditions and the resulting impact on the labor market and on our joint venture partners may make it difficult to attract or retain qualified individuals in the geographic areas where we perform our work. If we are unable to provide competitive compensation packages, high-quality training programs, attractive work environments or to establish and maintain successful partnerships, our ability to profitably execute our work could be adversely impacted.
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•
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Fixed price and fixed unit price contracts subject us to the risk of increased project cost.
As more fully described in “Contract Provisions and Subcontracting” under “Item 1. Business,” the profitability of our fixed price and fixed unit price contracts can be adversely affected by a number of factors that can cause our actual costs to materially exceed the costs estimated at the time of our original bid.
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•
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Many of our contracts have penalties for late completion.
In some instances, including many of our fixed price contracts, we guarantee that we will complete a project by a certain date. If we subsequently fail to complete the project as scheduled we may be held responsible for costs resulting from the delay, generally in the form of contractually agreed-upon liquidated damages. To the extent these events occur, the total cost of the project could exceed our original estimate and we could experience reduced profits or a loss on that project.
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10
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•
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Weather can significantly affect our quarterly revenues and profitability.
Our ability to perform work is significantly affected by weather conditions such as precipitation and temperature. Changes in weather conditions can cause delays and otherwise significantly affect our project costs. The impact of weather conditions can result in variability in our quarterly revenues and profitability, particularly in the first and fourth quarters of the year.
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•
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Force majeure events, including natural disasters and terrorists’ actions, could negatively impact our business, which may affect our financial condition, results of operations or cash flows.
Force majeure or extraordinary events beyond the control of the contracting parties, such as natural and man-made disasters, as well as terrorist actions, could negatively impact the economies in which we operate. We typically remain obligated to perform our services after such extraordinary events unless the contract contains a force majeure clause relieving us of our contractual obligations in such an extraordinary event. If we are not able to react quickly to force majeure events, our operations may be affected significantly, which would have a negative impact on our financial position, results of operations, cash flows and liquidity.
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•
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Failure to maintain safe work sites could result in significant losses.
Construction and maintenance sites are potentially dangerous workplaces and often put our employees and others in close proximity with mechanized equipment, moving vehicles, chemical and manufacturing processes, and highly regulated materials. On many sites, we are responsible for safety and, accordingly, must implement safety procedures. If we fail to implement these procedures or if the procedures we implement are ineffective, we may suffer the loss of or injury to our employees, as well as expose ourselves to possible litigation. Despite having invested significant resources in safety programs and being recognized as an industry leader, a serious accident may nonetheless occur on one of our worksites. As a result, our failure to maintain adequate safety standards could result in reduced profitability or the loss of projects or clients, and could have a material adverse impact on our financial position, results of operations, cash flows and liquidity.
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•
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Design/build contracts subject us to the risk of design errors and omissions.
Design/build is increasingly being used as a method of project delivery as it provides the owner with a single point of responsibility for both design and construction. We generally subcontract design responsibility to architectural and engineering firms. However, in the event of a design error or omission causing damages, there is risk that the subcontractor or their errors and omissions insurance would not be able to absorb the liability. In this case we may be responsible, resulting in a potentially material adverse effect on our financial position, results of operations, cash flows and liquidity.
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•
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Failure of our subcontractors to perform as anticipated could have a negative impact on our results.
As further described in “Contract Provisions and Subcontracting” under “Item 1. Business,” we subcontract portions of many of our contracts to specialty subcontractors, but we are ultimately responsible for the successful completion of their work. Although we seek to require bonding or other forms of guarantees, we are not always successful in obtaining those bonds or guarantees from our higher risk subcontractors. In this case we may be responsible for the failures on the part of our subcontractors to perform as anticipated, resulting in a potentially adverse impact on our cash flows and liquidity. In addition, the total costs of a project could exceed our original estimates and we could experience reduced profits or a loss for that project, which could have an adverse impact on our financial position, results of operations, cash flows and liquidity.
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•
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We may be unable to identify qualified Disadvantaged Business Enterprise (“DBE”) contractors to perform as subcontractors.
Certain of our government agency projects contain minimum DBE participation clauses. If we subsequently fail to complete these projects with the minimum DBE participation, we may be held responsible for breach of contract damages which may include restrictions on our ability to bid on future projects as well as monetary damages. To the extent we are responsible for monetary damages, the total costs of the project could exceed our original estimates, we could experience reduced profits or a loss for that project and there could be a material adverse impact to our financial position, results of operations, cash flows and liquidity.
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•
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Government contracts generally have strict regulatory requirements.
Approximately
83.8%
of our consolidated revenue in
2011
was derived from contracts funded by federal, state and local government agencies and authorities. Government contracts are subject to specific procurement regulations, contract provisions and a variety of socioeconomic requirements relating to their formation, administration, performance and accounting and often include express or implied certifications of compliance. Claims for civil or criminal fraud may be brought for violations of regulations, requirements or statutes. We may also be subject to qui tam (“Whistle Blower”) litigation brought by private individuals on behalf of the government under the Federal Civil False Claims Act, which could include claims for up to treble damages. Further, if we fail to comply with any of the regulations, requirements or statutes or if we have a substantial number of accumulated Occupational Safety and Health Administration, Mine Safety and Health Administration or other workplace safety violations, our existing government contracts could be terminated and we could be suspended from government contracting or subcontracting, including federally funded projects at the state level. Should one or more of these events occur, it could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.
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11
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•
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Government contractors are subject to suspension or debarment from government contracting.
Our substantial dependence on government contracts exposes us to a variety of risks that differ from those associated with private sector contracts. Various statutes to which our operations are subject, including the Davis-Bacon Act (which regulates wages and benefits), the Walsh-Healy Act (which prescribes a minimum wage and regulates overtime and working conditions), Executive Order 11246 (which establishes equal employment opportunity and affirmative action requirements) and the Drug-Free Workplace Act, provide for mandatory suspension and/or debarment of contractors in certain circumstances involving statutory violations. In addition, the Federal Acquisition Regulation and various state statutes provide for discretionary suspension and/or debarment in certain circumstances that might call into question a contractor’s willingness or ability to act responsibly, including as a result of being convicted of, or being found civilly liable for, fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public contract or subcontract. The scope and duration of any suspension or debarment may vary depending upon the facts and the statutory or regulatory grounds for debarment and could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.
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•
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We are subject to environmental and other regulation.
As more fully described in “Environmental Regulations” under “Item 1. Business,” we are subject to a number of federal, state and local laws and regulations relating to the environment, workplace safety and a variety of socioeconomic requirements. Noncompliance with such laws and regulations can result in substantial penalties, or termination or suspension of government contracts as well as civil and criminal liability. In addition, some environmental laws and regulations impose liability and responsibility on present and former owners, operators or users of facilities and sites for contamination at such facilities and sites without regard to causation or knowledge of contamination. We occasionally evaluate various alternatives with respect to our facilities, including possible dispositions or closures. Investigations undertaken in connection with these activities may lead to discoveries of contamination that must be remediated, and closures of facilities may trigger compliance requirements that are not applicable to operating facilities. While compliance with these laws and regulations has not materially adversely affected our operations in the past, there can be no assurance that these requirements will not change and that compliance will not adversely affect our operations in the future. Furthermore, we cannot provide assurance that existing or future circumstances or developments with respect to contamination will not require us to make significant remediation or restoration expenditures.
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•
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A change in tax laws or regulations of any federal or state jurisdiction in which we operate could increase our tax burden and otherwise adversely affect our financial position, results of operations, cash flows and liquidity.
We continue to assess the impact of various U.S. federal and state legislative proposals that could result in a material increase to our U.S. federal and state taxes. We cannot predict whether any specific legislation will be enacted or the terms of any such legislation. However, if such proposals were to be enacted, or if modifications were to be made to certain existing regulations, the consequences could have a material adverse impact on us, including increasing our tax burden, increasing our cost of tax compliance or otherwise adversely affecting our financial position, results of operations, cash flows and liquidity.
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•
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Strikes or work stoppages could have a negative impact on our operations and results.
We are party to collective bargaining agreements covering a portion of our craft workforce. Although strikes or work stoppages have not had a significant impact on our operations or results in the past, such labor actions could have a significant impact on our operations and results if they occur in the future.
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•
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We may be required to contribute cash to meet our unfunded pension obligations in certain multi-employer plans.
Two of our wholly owned subsidiaries, Granite Construction Company and Granite Construction Northeast, Inc. (formerly Granite Halmar Construction Company, Inc.) participate in various multi-employer pension plans on behalf of union employees. Union employee benefits generally are based on a fixed amount for each year of service. We are required to make contributions to the plans in amounts established under collective bargaining agreements. Pension expense is recognized as contributions are made. Under the Employee Retirement Income Security Act, a contributor to a multi-employer plan is liable, upon termination or withdrawal from a plan, for its proportionate share of a plan’s unfunded vested liability. While we currently have no intention of withdrawing from a plan and unfunded pension obligations have not significantly affected our operations in the past, there can be no assurance that we will not be required to make material cash contributions to one or more of these plans to satisfy certain underfunded benefit obligations in the future.
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Unavailability of insurance coverage could have a negative effect on our operations and results.
We maintain insurance coverage as part of our overall risk management strategy and pursuant to requirements to maintain specific coverage that are contained in our financing agreements and in most of our construction contracts. Although we have been able to obtain reasonably priced insurance coverage to meet our requirements in the past, there is no assurance that we will be able to do so in the future, and our inability to obtain such coverage could have an adverse impact on our ability to procure new work, which could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.
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12
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•
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An inability to obtain bonding could have a negative impact on our operations and results.
As more fully described in “Insurance and Bonding” under “Item 1. Business,” we generally are required to provide surety bonds securing our performance under the majority of our public and private sector contracts. Our inability to obtain reasonably priced surety bonds in the future could significantly affect our ability to be awarded new contracts, which could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.
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•
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Our joint venture contracts with project owners subject us to joint and several liability
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As further described in “Joint Ventures; Off-Balance Sheet Arrangements” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we participate in various construction joint venture partnerships in connection with complex construction projects. If our joint venture partner fails to perform under one of these contracts, we could be liable for completion of the entire contract. If the contract were unprofitable, this could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.
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Our contract backlog is subject to unexpected adjustments and cancellations and could be an uncertain indicator of our future earnings.
We cannot guarantee that the revenues projected in our contract backlog will be realized or, if realized, will be profitable. Projects reflected in our contract backlog may be affected by project cancellations, scope adjustments, time extensions or other changes. Such changes may adversely affect the revenue and profit we ultimately realize on these projects.
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We use certain commodity products that are subject to significant price fluctuations.
Diesel fuel, liquid asphalt and other petroleum-based products are used to fuel and lubricate our equipment and fire our asphalt concrete processing plants. In addition, they constitute a significant part of the asphalt paving materials that are used in many of our construction projects and are sold to third parties. Although we are partially protected by asphalt or fuel price escalation clauses in some of our contracts, many contracts provide no such protection. We also use steel and other commodities in our construction projects that can be subject to significant price fluctuations. We pre-purchase commodities, enter into supply agreements or enter into financial contracts to secure pricing. We have not been significantly adversely affected by price fluctuations in the past; however, there is no guarantee that we will not be in the future.
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Increasing restrictions on securing aggregate reserves could negatively affect our future operations and results.
Tighter regulations and the finite nature of property containing suitable aggregate reserves are making it increasingly challenging and costly to secure aggregate reserves. Although we have thus far been able to secure reserves to support our business, our financial position, results of operations, cash flows and liquidity may be adversely affected by an increasingly difficult permitting process.
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Granite Land Company is greatly affected by the strength of the real estate industry.
Our real estate investment and development activities are subject to numerous factors beyond our control including local real estate market conditions; substantial existing and potential competition; general national, regional and local economic conditions; fluctuations in interest rates and mortgage availability and changes in demographic conditions. If our outlook for a project’s forecasted profitability deteriorates, we may find it necessary to curtail our development activities and evaluate our real estate assets for possible impairment. Our evaluation includes a variety of estimates and assumptions and future changes in these estimates and assumptions could affect future impairment analyses. If our real estate assets are determined to be impaired, the impairment would result in a write-down of the asset in the period of the impairment. See Notes 7 and 11 of “Notes to the Consolidated Financial Statements” for additional information on impairment charges.
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13
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Our real estate investments are subject to mortgage financing and may require additional funding.
Granite Land Company’s real estate investments generally utilize short-term debt financing for their development activities. Such financing is subject to the terms of the applicable debt or credit agreement and generally is secured by mortgages on the applicable real property. GLC’s failure to comply with the covenants applicable to such financing or to pay principal, interest or other amounts when due thereunder would constitute an event of default under the applicable agreement and could have the effects described in the following risk factor relating to our debt and credit agreements. Due to the tightening of the credit markets, banks have required lower loan-to-value ratios often resulting in the need to pay a portion of the debt when short-term financing is renegotiated. If our real estate investment partners are unable to make their proportional share of a required repayment, GLC may elect to provide the additional funding which could materially affect our financial position, cash flows and liquidity. Also, if we determine we are the primary beneficiary, as defined by the applicable accounting guidance, we may be required to consolidate additional real estate investments in our financial statements.
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Failure to remain in compliance with covenants under our debt and credit agreements, service our indebtedness, or fund our other liquidity needs could adversely impact our business.
The current recession and credit crisis and related turmoil in the global financial system has had and is expected to continue to have an adverse impact on our business, financial position, results of operations, cash flows and liquidity. Our debt and credit agreements and related restrictive covenants are more fully described in Note 12 of “Notes to the Consolidated Financial Statements.” Our failure to comply with any of these covenants, or to pay principal, interest or other amounts when due thereunder, would constitute an event of default under the applicable agreements. Under certain circumstances, the occurrence of an event of default under one of our debt or credit agreements (or the acceleration of the maturity of the indebtedness under one of our agreements) may constitute an event of default under one or more of our other debt or credit agreements. Default under our debt and credit agreements could result in (1) us no longer being entitled to borrow under the agreements, (2) termination of the agreements, (3) the requirement that any letters of credit under the agreements be cash collateralized, (4) acceleration of the maturity of outstanding indebtedness under the agreements and/or (5) foreclosure on any collateral securing the obligations under the agreements. If we are unable to service our debt obligations or fund our other liquidity needs, we could be forced to curtail our operations, reorganize our capital structure (including through bankruptcy proceedings) or liquidate some or all of our assets in a manner that could cause holders of our securities to experience a partial or total loss of their investment in us.
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As a part of our growth strategy we may make future acquisitions and acquisitions involve many risks.
These risks include difficulties integrating the operations and personnel of the acquired companies, diversion of management’s attention from ongoing operations, potential difficulties and increased costs associated with completion of any assumed construction projects, insufficient revenues to offset increased expenses associated with acquisitions and the potential loss of key employees or customers of the acquired companies. Acquisitions may also cause us to increase our liabilities, record goodwill or other non-amortizable intangible assets that will be subject to subsequent impairment testing and potential impairment charges, as well as amortization expenses related to certain other intangible assets. Failure to manage and successfully integrate acquisitions could harm our financial position, results of operations, cash flows and liquidity.
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Changes to our outsourced software vendors as well as any sudden loss, breach of security, disruption or unexpected data or vendor loss associated with our information technology systems could have a material adverse effect on our business.
We rely on third-party software to run critical accounting, project management and financial information systems. If software vendors decide to discontinue further development, integration or long-term software maintenance support for our information systems, or there is any system interruption, delay, breach of security, loss of data or loss of a vendor, we may need to migrate some or all of our accounting, project management and financial information to other systems. Despite business continuity plans, these disruptions could increase our operational expense as well as impact the management of our business operations, which could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.
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An inability to safeguard our information technology environment could result in business interruptions, remediation costs and/or legal claims
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To protect confidential customer, vendor, financial and employee information, we employ information security measures that secure our information systems from cybersecurity attacks or breaches. Even with these measures, we may be subject to unauthorized access of digital data with the intent to misappropriate information, corrupt data or cause operational disruptions. If a failure of our safeguarding measures were to occur, it could have a negative impact to our business and result in business interruptions, remediation costs and/or legal claims, which could have a material adverse effect on our financial position, results of operations, cash flow and liquidity.
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14
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15
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Type
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Quarry Properties
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Sand & Gravel
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Hard Rock
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Permitted Aggregate Reserves (tons)
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Unpermitted Aggregate Reserves (tons)
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Three-Year Annual Average Production Rate (tons)
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Average Reserve Life
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Owned quarry properties
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31
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5
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436.7
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416.8
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5.7
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75 years
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Leased quarry properties
1
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27
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17
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308.2
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403.8
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5.5
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54 years
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Permitted Reserves
for Each Product Type (tons)
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Percentage of Permitted Reserves Owned and Leased
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State
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Number of Properties
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Sand & Gravel
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Hard Rock
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Owned
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Leased
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California
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41
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262.2
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247.5
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59
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%
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41
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%
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Non-California
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39
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150.7
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84.5
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58
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%
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42
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%
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December 31,
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2011
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2010
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Aggregate crushing plants
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48
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50
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Asphalt concrete plants
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62
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66
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Portland cement concrete batch plants
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20
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21
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Asphalt rubber plants
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5
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5
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Lime slurry plants
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9
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9
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Land Area (acres)
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Building Square Feet
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Office and shop space (owned and leased)
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1,700
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1,200,000
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Real estate held for development and sale and use
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3,400
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3,600
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16
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•
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US Highway 20 Project:
Our wholly owned subsidiaries, Granite Construction Company (“GCCO”) and Granite Northwest, Inc., are members of a joint venture known as Yaquina River Constructors (“YRC”) which is contracted by the Oregon Department of Transportation (“ODOT”) to construct a new road alignment of US Highway 20 near Eddyville, Oregon. The project involves constructing seven miles of new road through steep and forested terrain in the Coast Range Mountains. During the fall and winter of 2006, extraordinary rain events produced runoff that overwhelmed installed erosion control measures and resulted in discharges to surface water and alleged violations of YRC’s stormwater permit. In June 2009, YRC was informed that the U.S. Department of Justice (“USDOJ”) had assumed the criminal investigation that the Oregon Department of Justice had initiated in connection with stormwater runoff from the project. Although the USDOJ has informed YRC that the USDOJ will not criminally charge YRC or any Granite affiliate in connection with these matters, the USDOJ informed YRC it was continuing to seek an unspecified civil penalty. Under certain circumstances the resolution of this matter could have direct or indirect consequences that could have a material adverse effect on our financial position, results of operations, cash flow and/or liquidity.
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•
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Grand Avenue Project DBE Issues:
On March 6, 2009, the U.S. Department of Transportation, Office of Inspector General (“OIG”) served upon our wholly-owned subsidiary, Granite Construction Northeast, Inc. (“Granite Northeast”), a United States District Court Eastern District of New York subpoena to testify before a grand jury by producing documents. The subpoena seeks all documents pertaining to the use of a DBE firm (the “Subcontractor”), and the Subcontractor’s use of a non-DBE lower tier subcontractor/consultant, on the Grand Avenue Bus Depot and Central Maintenance Facility for the Borough of Queens Project (the “Grand Avenue Project”), a Granite Northeast project. The subpoena also seeks any documents regarding the use of the Subcontractor as a DBE on any other projects and any other documents related to the Subcontractor or to the lower-tier subcontractor/consultant. We have received two follow-up requests from the USDOJ for additional information and documents. We have complied with the subpoena and the requests, and are fully cooperating with the OIG’s investigation. To date, Granite Northeast has not been notified that it is either a subject or target of the OIG’s investigation. Accordingly, we do not know whether any criminal charges or civil lawsuits will be brought against any party as a result of the investigation. We cannot, however, rule out the possibility of civil or criminal actions or administrative sanctions being brought against Granite Northeast.
|
•
|
Other Legal Proceedings/Government Inquiries:
We are a party to a number of other legal proceedings arising in the normal course of business. From time to time, we also receive inquiries from public agencies seeking information concerning our compliance with government construction contracting requirements and related laws and regulations. We believe that the nature and number of these proceedings and compliance inquiries are typical for a construction firm of our size and scope. Our litigation typically involves claims regarding public liability or contract related issues. While management currently believes, after consultation with counsel, that the ultimate outcome of pending proceedings and compliance inquiries, individually and in the aggregate, will not have a material adverse affect on our financial position or results of operations or cash flows, litigation is subject to inherent uncertainties. Were one or more unfavorable rulings to occur, there exists the possibility of a material adverse effect on our financial position, results of operations, cash flows and/or liquidity for the period in which the ruling occurs. In addition, our government contracts could be terminated, we could be suspended or debarred, or payment of our costs disallowed. While any one of our pending legal proceedings is subject to early resolution as a result of our ongoing efforts to settle, whether or when any legal proceeding will be resolved through settlement is neither predictable nor guaranteed.
|
|
17
|
|
|
Market Price and Dividends of Common Stock
|
|
|
||||||||||
2011 Quarters Ended
|
December 31,
|
September 30,
|
June 30,
|
March 31,
|
||||||||
High
|
$
|
26.78
|
|
$
|
26.08
|
|
$
|
28.75
|
|
$
|
29.68
|
|
Low
|
$
|
17.52
|
|
$
|
16.92
|
|
$
|
23.58
|
|
$
|
24.33
|
|
Dividends per share
|
$
|
0.13
|
|
$
|
0.13
|
|
$
|
0.13
|
|
$
|
0.13
|
|
2010 Quarters Ended
|
December 31,
|
September 30,
|
June 30,
|
March 31,
|
||||||||
High
|
$
|
29.73
|
|
$
|
25.09
|
|
$
|
34.58
|
|
$
|
36.00
|
|
Low
|
$
|
22.51
|
|
$
|
21.22
|
|
$
|
23.53
|
|
$
|
27.14
|
|
Dividends per share
|
$
|
0.13
|
|
$
|
0.13
|
|
$
|
0.13
|
|
$
|
0.13
|
|
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
|
|||||
October 1 through October 31, 2011
|
2,052
|
|
$
|
18.77
|
|
—
|
$
|
64,065,401
|
|
November 1 through November 30, 2011
|
1,703
|
|
$
|
24.89
|
|
—
|
$
|
64,065,401
|
|
December 1 through December 31, 2011
|
2,130
|
|
$
|
24.82
|
|
—
|
$
|
64,065,401
|
|
Total
|
5,885
|
|
$
|
22.73
|
|
—
|
|
|
18
|
|
|
|
2006
|
2007
|
2008
|
2009
|
2010
|
2011
|
||||||||||||
Granite Construction Incorporated
|
$
|
100.00
|
|
$
|
72.52
|
|
$
|
89.37
|
|
$
|
69.51
|
|
$
|
57.78
|
|
$
|
51.10
|
|
S&P 500
|
100.00
|
|
105.49
|
|
66.46
|
|
84.05
|
|
96.71
|
|
98.75
|
|
||||||
Dow Jones U.S. Heavy Construction
|
100.00
|
|
189.96
|
|
85.25
|
|
97.44
|
|
125.12
|
|
103.15
|
|
|
19
|
|
|
Selected Consolidated Financial Data
|
|||||||||||||||
Years Ended December 31,
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||
Operating Summary
|
(Dollars In Thousands, Except Per Share Data)
|
||||||||||||||
Revenue
|
$
|
2,009,531
|
|
$
|
1,762,965
|
|
$
|
1,963,479
|
|
$
|
2,674,244
|
|
$
|
2,737,914
|
|
Gross profit
|
247,963
|
|
177,784
|
|
349,509
|
|
471,949
|
|
410,744
|
|
|||||
As a percent of revenue
|
12.3
|
%
|
10.1
|
%
|
17.8
|
%
|
17.6
|
%
|
15.0
|
%
|
|||||
Selling, general and administrative expenses
|
162,302
|
|
191,593
|
|
228,046
|
|
260,761
|
|
246,202
|
|
|||||
As a percent of revenue
|
8.1
|
%
|
10.9
|
%
|
11.6
|
%
|
9.8
|
%
|
9.0
|
%
|
|||||
Restructuring charges
1
|
2,181
|
|
109,279
|
|
9,453
|
|
—
|
|
—
|
|
|||||
Net income (loss)
|
66,085
|
|
(62,448
|
)
|
100,201
|
|
165,738
|
|
132,924
|
|
|||||
Amount attributable to noncontrolling interests
2
|
(14,924
|
)
|
3,465
|
|
(26,701
|
)
|
(43,334
|
)
|
(20,859
|
)
|
|||||
Net income (loss) attributable to Granite
|
51,161
|
|
(58,983
|
)
|
73,500
|
|
122,404
|
|
112,065
|
|
|||||
As a percent of revenue
|
2.5
|
%
|
-3.3
|
%
|
3.7
|
%
|
4.6
|
%
|
4.1
|
%
|
|||||
Net income (loss) per share attributable to
common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
1.32
|
|
$
|
(1.56
|
)
|
$
|
1.91
|
|
$
|
3.19
|
|
$
|
2.69
|
|
Diluted
|
$
|
1.31
|
|
$
|
(1.56
|
)
|
$
|
1.90
|
|
$
|
3.18
|
|
$
|
2.68
|
|
Weighted average shares of common stock:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
38,117
|
|
37,820
|
|
37,566
|
|
37,606
|
|
40,866
|
|
|||||
Diluted
|
38,473
|
|
37,820
|
|
37,683
|
|
37,709
|
|
40,909
|
|
|||||
Dividends per common share
|
$
|
0.52
|
|
$
|
0.52
|
|
$
|
0.52
|
|
$
|
0.52
|
|
$
|
0.43
|
|
Consolidated Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
1,547,799
|
|
$
|
1,535,533
|
|
$
|
1,709,575
|
|
$
|
1,743,455
|
|
$
|
1,786,418
|
|
Cash, cash equivalents and marketable securities
|
406,648
|
|
395,728
|
|
458,341
|
|
520,402
|
|
485,348
|
|
|||||
Working capital
|
461,254
|
|
475,079
|
|
500,605
|
|
475,942
|
|
397,568
|
|
|||||
Current maturities of long-term debt
|
32,173
|
|
38,119
|
|
58,978
|
|
39,692
|
|
28,696
|
|
|||||
Long-term debt
|
218,413
|
|
242,351
|
|
244,688
|
|
250,687
|
|
268,417
|
|
|||||
Other long-term liabilities
|
49,221
|
|
47,996
|
|
48,998
|
|
43,604
|
|
46,441
|
|
|||||
Granite shareholders’ equity
|
799,197
|
|
761,031
|
|
830,651
|
|
767,509
|
|
700,199
|
|
|||||
Book value per share
|
20.66
|
|
19.64
|
|
21.50
|
|
20.06
|
|
17.75
|
|
|||||
Common shares outstanding
|
38,683
|
|
38,746
|
|
38,635
|
|
38,267
|
|
39,451
|
|
|||||
Contract backlog
|
$
|
2,022,454
|
|
$
|
1,899,170
|
|
$
|
1,401,988
|
|
$
|
1,699,396
|
|
$
|
2,084,545
|
|
|
20
|
|
|
|
21
|
|
|
|
22
|
|
|
•
|
the completeness and accuracy of the original bid;
|
•
|
costs associated with added scope changes;
|
•
|
costs of labor and/or materials;
|
•
|
extended overhead due to owner, weather and other delays;
|
•
|
subcontractor performance issues;
|
•
|
changes in productivity expectations;
|
•
|
site conditions that differ from those assumed in the original bid (to the extent contract remedies are unavailable);
|
•
|
the availability and skill level of workers in the geographic location of the project; and
|
•
|
a change in the availability and proximity of equipment and materials.
|
|
23
|
|
|
•
|
significant decreases in the market price of the asset;
|
•
|
significant adverse changes in legal factors or the business climate;
|
•
|
significant changes to the development or business plans of a project;
|
•
|
accumulation of costs significantly in excess of the amount originally expected for the acquisition, development or construction of the asset; and
|
•
|
current period cash flow or operating losses combined with a history of losses, or a forecast of continuing losses associated with the use of the asset.
|
|
24
|
|
|
Comparative Financial Summary
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
2,009,531
|
|
|
$
|
1,762,965
|
|
|
$
|
1,963,479
|
|
Gross profit
|
|
247,963
|
|
|
177,784
|
|
|
349,509
|
|
|||
Selling, general and administrative expenses
|
|
162,302
|
|
|
191,593
|
|
|
228,046
|
|
|||
Restructuring charges
|
|
2,181
|
|
|
109,279
|
|
|
9,453
|
|
|||
Net income (loss)
|
|
66,085
|
|
|
(62,448
|
)
|
|
100,201
|
|
|||
Amount attributable to noncontrolling interests
|
|
(14,924
|
)
|
|
3,465
|
|
|
(26,701
|
)
|
|||
Net income (loss) attributable to Granite Construction Incorporated
|
|
51,161
|
|
|
(58,983
|
)
|
|
73,500
|
|
|
25
|
|
|
Total Revenue by Segment
|
|
|
|
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
2011
|
2010
|
|
2009
|
||||||||||||
(dollars in thousands)
|
Amount
|
|
|
Percent
|
Amount
|
|
|
Percent
|
|
Amount
|
|
|
Percent
|
|||
Construction
|
$
|
1,043,614
|
|
|
51.9
|
$
|
943,245
|
|
|
53.5
|
|
$
|
1,151,743
|
|
|
58.7
|
Large Project Construction
|
725,043
|
|
|
36.1
|
584,406
|
|
|
33.1
|
|
603,517
|
|
|
30.7
|
|||
Construction Materials
|
220,583
|
|
|
11.0
|
222,058
|
|
|
12.6
|
|
205,945
|
|
|
10.5
|
|||
Real Estate
|
20,291
|
|
|
1.0
|
13,256
|
|
|
0.8
|
|
2,274
|
|
|
0.1
|
|||
Total
|
$
|
2,009,531
|
|
|
100.0
|
$
|
1,762,965
|
|
|
100.0
|
|
$
|
1,963,479
|
|
|
100.0
|
Construction Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||
(dollars in thousands)
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
California:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Public sector
|
|
$
|
464,789
|
|
|
44.4
|
|
$
|
358,723
|
|
|
38.0
|
|
$
|
438,392
|
|
|
38.1
|
Private sector
|
|
46,694
|
|
|
4.5
|
|
32,139
|
|
|
3.4
|
|
35,311
|
|
|
3.1
|
|||
Northwest:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Public sector
|
|
386,783
|
|
|
37.1
|
|
421,397
|
|
|
44.7
|
|
521,447
|
|
|
45.3
|
|||
Private sector
|
|
36,072
|
|
|
3.5
|
|
24,334
|
|
|
2.6
|
|
32,487
|
|
|
2.8
|
|||
East:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Public sector
|
|
107,693
|
|
|
10.3
|
|
103,398
|
|
|
11.0
|
|
117,991
|
|
|
10.2
|
|||
Private sector
|
|
1,583
|
|
|
0.2
|
|
3,254
|
|
|
0.3
|
|
6,115
|
|
|
0.5
|
|||
Total
|
|
$
|
1,043,614
|
|
|
100.0
|
|
$
|
943,245
|
|
|
100.0
|
|
$
|
1,151,743
|
|
|
100.0
|
Large Project Construction Revenue
1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||
(dollars in thousands)
|
|
Amount
|
|
|
Percent
|
|
Amount
|
|
|
Percent
|
|
Amount
|
|
|
Percent
|
|||
California
|
|
$
|
78,464
|
|
|
10.8
|
|
$
|
49,408
|
|
|
8.5
|
|
$
|
52,885
|
|
|
8.8
|
Northwest
|
|
201,240
|
|
|
27.8
|
|
52,510
|
|
|
9.0
|
|
55,457
|
|
|
9.2
|
|||
East
|
|
445,339
|
|
|
61.4
|
|
482,488
|
|
|
82.5
|
|
495,175
|
|
|
82.0
|
|||
Total
|
|
$
|
725,043
|
|
|
100.0
|
|
$
|
584,406
|
|
|
100.0
|
|
$
|
603,517
|
|
|
100.0
|
|
26
|
|
|
Construction Materials Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||
(dollars in thousands)
|
|
Amount
|
|
|
Percent
|
|
Amount
|
|
|
Percent
|
|
Amount
|
|
|
Percent
|
|||
California
|
|
$
|
140,468
|
|
|
63.7
|
|
$
|
136,314
|
|
|
61.4
|
|
$
|
127,649
|
|
|
62.0
|
Northwest
|
|
62,406
|
|
|
28.3
|
|
64,966
|
|
|
29.2
|
|
63,171
|
|
|
30.7
|
|||
East
|
|
17,709
|
|
|
8.0
|
|
20,778
|
|
|
9.4
|
|
15,125
|
|
|
7.3
|
|||
Total
|
|
$
|
220,583
|
|
|
100.0
|
|
$
|
222,058
|
|
|
100.0
|
|
$
|
205,945
|
|
|
100.0
|
Total Contract Backlog by Segment
|
|
|
||||||||||
December 31,
|
|
2011
|
|
2010
|
||||||||
(dollars in thousands)
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||
Construction
|
|
$
|
513,624
|
|
|
25.4
|
|
$
|
465,271
|
|
|
24.5
|
Large Project Construction
|
|
1,508,830
|
|
|
74.6
|
|
1,433,899
|
|
|
75.5
|
||
Total
|
|
$
|
2,022,454
|
|
|
100.0
|
|
$
|
1,899,170
|
|
|
100.0
|
|
27
|
|
|
Construction Contract Backlog
|
|
|
|
|
||||||||
December 31,
|
|
2011
|
|
2010
|
||||||||
(dollars in thousands)
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||
California:
|
|
|
|
|
|
|
|
|
||||
Public sector
|
|
$
|
311,975
|
|
|
60.7
|
|
$
|
185,115
|
|
|
39.9
|
Private sector
|
|
10,899
|
|
|
2.1
|
|
15,054
|
|
|
3.2
|
||
Northwest:
|
|
|
|
|
|
|
|
|
|
|||
Public sector
|
|
148,030
|
|
|
28.8
|
|
181,996
|
|
|
39.1
|
||
Private sector
|
|
26,543
|
|
|
5.2
|
|
13,941
|
|
|
3.0
|
||
East:
|
|
|
|
|
|
|
|
|
|
|||
Public sector
|
|
13,163
|
|
|
2.6
|
|
68,508
|
|
|
14.7
|
||
Private sector
|
|
3,014
|
|
|
0.6
|
|
657
|
|
|
0.1
|
||
Total
|
|
$
|
513,624
|
|
|
100.0
|
|
$
|
465,271
|
|
|
100.0
|
Large Project Construction Contract Backlog
1
|
|
|
|
|
||||||||
December 31,
|
|
2011
|
|
2010
|
||||||||
(dollars in thousands)
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||
California
|
|
$
|
214,698
|
|
|
14.2
|
|
$
|
166,084
|
|
|
11.6
|
Northwest
|
|
397,957
|
|
|
26.4
|
|
501,297
|
|
|
34.9
|
||
East
|
|
896,175
|
|
|
59.4
|
|
766,518
|
|
|
53.5
|
||
Total
|
|
$
|
1,508,830
|
|
|
100.0
|
|
$
|
1,433,899
|
|
|
100.0
|
|
28
|
|
|
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||
(dollars in thousands)
|
|
|
|
|
|
|
||||||
Construction
|
|
$
|
124,506
|
|
|
$
|
95,709
|
|
|
$
|
209,487
|
|
Percent of segment revenue
|
|
11.9
|
%
|
|
10.1
|
%
|
|
18.2
|
%
|
|||
Large Project Construction
|
|
104,108
|
|
|
67,307
|
|
|
120,100
|
|
|||
Percent of segment revenue
|
|
14.4
|
%
|
|
11.5
|
%
|
|
19.9
|
%
|
|||
Construction Materials
|
|
16,641
|
|
|
12,018
|
|
|
21,240
|
|
|||
Percent of segment revenue
|
|
7.5
|
%
|
|
5.4
|
%
|
|
10.3
|
%
|
|||
Real Estate
|
|
2,708
|
|
|
2,750
|
|
|
(1,318
|
)
|
|||
Percent of segment revenue
|
|
13.3
|
%
|
|
20.7
|
%
|
|
-58.0
|
%
|
|||
Total gross profit
|
|
$
|
247,963
|
|
|
$
|
177,784
|
|
|
$
|
349,509
|
|
Percent of total revenue
|
|
12.3
|
%
|
|
10.1
|
%
|
|
17.8
|
%
|
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Construction
|
|
$
|
10,363
|
|
|
$
|
13,697
|
|
|
$
|
5,729
|
|
Large Project Construction
|
|
38,542
|
|
|
142,965
|
|
|
63,033
|
|
|||
Total revenue from contracts with deferred profit
|
|
$
|
48,905
|
|
|
$
|
156,662
|
|
|
$
|
68,762
|
|
|
29
|
|
|
|
30
|
|
|
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||
(dollars in thousands)
|
|
|
|
|
|
|
||||||
Selling
|
|
|
|
|
|
|
|
|
|
|||
Salaries and related expenses
|
|
$
|
33,342
|
|
|
$
|
40,332
|
|
|
$
|
44,672
|
|
Other selling expenses
|
|
9,066
|
|
|
12,944
|
|
|
14,009
|
|
|||
Total selling
|
|
42,408
|
|
|
53,276
|
|
|
58,681
|
|
|||
General and administrative
|
|
|
|
|
|
|
|
|
|
|||
Salaries and related expenses
|
|
51,041
|
|
|
65,127
|
|
|
76,333
|
|
|||
Restricted stock amortization and incentive compensation
|
|
23,925
|
|
|
21,664
|
|
|
34,602
|
|
|||
Other general and administrative expenses
|
|
44,928
|
|
|
51,526
|
|
|
58,430
|
|
|||
Total general and administrative
|
|
119,894
|
|
|
138,317
|
|
|
169,365
|
|
|||
Total selling, general and administrative
|
|
$
|
162,302
|
|
|
$
|
191,593
|
|
|
$
|
228,046
|
|
Percent of revenue
|
|
8.1
|
%
|
|
10.9
|
%
|
|
11.6
|
%
|
|
31
|
|
|
Years ended December 31,
|
2011
|
2010
|
2009
|
||||||
(in thousands)
|
|
|
|
||||||
Impairment and other charges associated with our real estate investments
|
$
|
1,452
|
|
$
|
86,341
|
|
$
|
—
|
|
Severance costs
|
471
|
|
12,635
|
|
6,943
|
|
|||
Impairment charges on assets held-for-sale or abandoned
|
226
|
|
7,521
|
|
1,449
|
|
|||
Lease termination costs, net of estimated sublease income
|
32
|
|
2,782
|
|
1,061
|
|
|||
Total
|
$
|
2,181
|
|
$
|
109,279
|
|
$
|
9,453
|
|
|
32
|
|
|
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
2,878
|
|
|
$
|
4,980
|
|
|
$
|
5,049
|
|
Interest expense
|
|
(10,362
|
)
|
|
(9,740
|
)
|
|
(15,756
|
)
|
|||
Equity in income of affiliates
|
|
2,193
|
|
|
756
|
|
|
7,696
|
|
|||
Other (expense) income, net
|
|
(4,545
|
)
|
|
6,968
|
|
|
12,683
|
|
|||
Total other (expense) income
|
|
$
|
(9,836
|
)
|
|
$
|
2,964
|
|
|
$
|
9,672
|
|
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||
(dollars in thousands)
|
|
|
|
|
|
|
||||||
Provision for (benefit from) income taxes
|
|
$
|
23,348
|
|
|
$
|
(43,928
|
)
|
|
$
|
38,650
|
|
Effective tax rate
|
|
26.1
|
%
|
|
41.3
|
%
|
|
27.8
|
%
|
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Amount attributable to noncontrolling interests
|
|
$
|
(14,924
|
)
|
|
$
|
3,465
|
|
|
$
|
(26,701
|
)
|
|
33
|
|
|
|
34
|
|
|
|
35
|
|
|
December 31,
|
|
2011
|
|
2010
|
||||
(in thousands)
|
|
|
|
|
||||
Cash and cash equivalents excluding consolidated joint ventures
|
|
$
|
181,868
|
|
|
$
|
142,642
|
|
Consolidated construction joint venture cash and cash equivalents
1
|
|
75,122
|
|
|
109,380
|
|
||
Total consolidated cash and cash equivalents
|
|
256,990
|
|
|
252,022
|
|
||
Short-term and long-term marketable securities
2
|
|
149,658
|
|
|
143,706
|
|
||
Total cash, cash equivalents and marketable securities
|
|
$
|
406,648
|
|
|
$
|
395,728
|
|
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
92,345
|
|
|
$
|
29,318
|
|
|
$
|
64,301
|
|
Investing activities
|
|
(27,728
|
)
|
|
(60,435
|
)
|
|
(129,879
|
)
|
|||
Financing activities
|
|
(59,649
|
)
|
|
(55,817
|
)
|
|
(56,309
|
)
|
|
36
|
|
|
|
Payments Due by Period
|
||||||||||||||
(in thousands)
|
Total
|
Less than 1 year
|
1-3 years
|
3-5 years
|
More than 5 years
|
||||||||||
Long-term debt - principal
|
$
|
250,586
|
|
$
|
32,173
|
|
$
|
18,265
|
|
$
|
80,046
|
|
$
|
120,102
|
|
Long-term debt - interest
1
|
75,746
|
|
13,765
|
|
25,295
|
|
22,011
|
|
14,675
|
|
|||||
Operating leases
2
|
36,134
|
|
5,836
|
|
9,743
|
|
7,017
|
|
13,538
|
|
|||||
Other purchase obligations
3
|
5,494
|
|
4,125
|
|
1,369
|
|
—
|
|
—
|
|
|||||
Deferred compensation obligations
4
|
25,076
|
|
2,235
|
|
6,179
|
|
3,871
|
|
12,791
|
|
|||||
Total
|
$
|
393,036
|
|
$
|
58,134
|
|
$
|
60,851
|
|
$
|
112,945
|
|
$
|
161,106
|
|
•
|
approximately
$2.3 million
associated with uncertain tax positions filed on our tax returns were excluded because we cannot make a reasonably reliable estimate of the timing of potential payments relative to such reserves; and
|
•
|
asset retirement obligations of
$23.2 million
associated with our owned and leased quarry properties were excluded because the majority of them have an estimated settlement date beyond five years (see Note 8 of “Notes to the Consolidated Financial Statements”)
|
|
37
|
|
|
|
38
|
|
|
|
39
|
|
|
|
40
|
|
|
December 31,
|
2011
|
||
Principal payments due in nine equal installments that began in 2005, 6.96%
|
$
|
16.7
|
|
Principal payments due in five equal installments beginning in 2015, 6.11%
|
200.0
|
|
|
Total
|
$
|
216.7
|
|
|
2012
|
2013
|
2014
|
2015
|
2016
|
Thereafter
|
Total
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||||||||
Cash, cash equivalents, held-to-maturity and trading investments
|
$
|
327,398
|
|
$
|
29,250
|
|
$
|
15,000
|
|
$
|
25,000
|
|
$
|
10,000
|
|
$
|
—
|
|
$
|
406,648
|
|
Weighted average interest rate
|
0.45
|
%
|
0.78
|
%
|
0.71
|
%
|
1.07
|
%
|
1.45
|
%
|
—
|
%
|
0.55
|
%
|
|||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt
|
|
|
|
|
|
|
|
||||||||||||||
Senior notes payable
|
$
|
8,333
|
|
$
|
8,333
|
|
$
|
—
|
|
$
|
40,000
|
|
$
|
40,000
|
|
$
|
120,000
|
|
$
|
216,666
|
|
Weighted average interest rate
|
6.96
|
%
|
6.96
|
%
|
—
|
%
|
6.11
|
%
|
6.11
|
%
|
6.11
|
%
|
6.18
|
%
|
|
41
|
|
|
|
42
|
|
|
|
43
|
|
|
Financial Statements
|
Page
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
Consolidated Balance Sheets at December 31, 2011 and 2010
|
F-2
|
Consolidated Statements of Operations for the Years Ended December 31, 2011, 2010 and 2009
|
F-3
|
Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss) for the Years Ended December 31, 2011, 2010 and 2009
|
F-4
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010 and 2009
|
F-5 to F-6
|
Notes to the Consolidated Financial Statements
|
F-7 to F-41
|
Quarterly Financial Data
|
F-42
|
Schedule
|
Page
|
Schedule II - Schedule of Valuation and Qualifying Accounts
|
S-1
|
|
44
|
|
|
|
F- 1
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
|||||||||
CONSOLIDATED BALANCE SHEETS
|
|||||||||
(in thousands, except share and per share data)
|
|||||||||
|
|
|
|
|
|
||||
December 31,
|
|
2011
|
|
2010
|
|
||||
ASSETS
|
|
|
|
|
|
||||
Current assets
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
256,990
|
|
|
$
|
252,022
|
|
|
Short-term marketable securities
|
|
70,408
|
|
|
109,447
|
|
|
||
Receivables, net
|
|
251,838
|
|
|
243,986
|
|
|
||
Costs and estimated earnings in excess of billings
|
|
37,703
|
|
|
10,519
|
|
|
||
Inventories
|
|
50,975
|
|
|
51,018
|
|
|
||
Real estate held for development and sale
|
|
67,037
|
|
|
75,716
|
|
|
||
Deferred income taxes
|
|
38,571
|
|
|
53,877
|
|
|
||
Equity in construction joint ventures
|
|
101,029
|
|
|
74,716
|
|
|
||
Other current assets
|
|
35,171
|
|
|
42,555
|
|
|
||
Total current assets
|
|
909,722
|
|
|
913,856
|
|
|
||
Property and equipment, net
|
|
447,140
|
|
|
473,607
|
|
|
||
Long-term marketable securities
|
|
79,250
|
|
|
34,259
|
|
|
||
Investments in affiliates
|
|
31,071
|
|
|
31,410
|
|
|
||
Other noncurrent assets
|
|
80,616
|
|
|
82,401
|
|
|
||
Total assets
|
|
$
|
1,547,799
|
|
|
$
|
1,535,533
|
|
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
|
|
||
Current maturities of long-term debt
|
|
$
|
9,102
|
|
|
$
|
8,359
|
|
|
Current maturities of non-recourse debt
|
|
23,071
|
|
|
29,760
|
|
|
||
Accounts payable
|
|
158,660
|
|
|
129,700
|
|
|
||
Billings in excess of costs and estimated earnings
|
|
90,845
|
|
|
120,185
|
|
|
||
Accrued expenses and other current liabilities
|
|
166,790
|
|
|
150,773
|
|
|
||
Total current liabilities
|
|
448,468
|
|
|
438,777
|
|
|
||
Long-term debt
|
|
208,501
|
|
|
217,014
|
|
|
||
Long-term non-recourse debt
|
|
9,912
|
|
|
25,337
|
|
|
||
Other long-term liabilities
|
|
49,221
|
|
|
47,996
|
|
|
||
Deferred income taxes
|
|
4,034
|
|
|
10,774
|
|
|
||
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 38,682,771 shares as of December 31, 2011 and 38,745,542 shares as of December 31, 2010
|
|
387
|
|
|
387
|
|
|
||
Additional paid-in capital
|
|
111,514
|
|
|
104,232
|
|
|
||
Retained earnings
|
|
687,296
|
|
|
656,412
|
|
|
||
Total Granite Construction Incorporated shareholders’ equity
|
|
799,197
|
|
|
761,031
|
|
|
||
Noncontrolling interests
|
|
28,466
|
|
|
34,604
|
|
|
||
Total equity
|
|
827,663
|
|
|
795,635
|
|
|
||
Total liabilities and equity
|
|
$
|
1,547,799
|
|
|
$
|
1,535,533
|
|
|
|
F- 2
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||
(in thousands, except per share data)
|
||||||||||||
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Construction
|
|
$
|
1,043,614
|
|
|
$
|
943,245
|
|
|
$
|
1,151,743
|
|
Large project construction
|
|
725,043
|
|
|
584,406
|
|
|
603,517
|
|
|||
Construction materials
|
|
220,583
|
|
|
222,058
|
|
|
205,945
|
|
|||
Real estate
|
|
20,291
|
|
|
13,256
|
|
|
2,274
|
|
|||
Total revenue
|
|
2,009,531
|
|
|
1,762,965
|
|
|
1,963,479
|
|
|||
Cost of revenue
|
|
|
|
|
|
|
|
|||||
Construction
|
|
919,108
|
|
|
847,536
|
|
|
942,256
|
|
|||
Large project construction
|
|
620,935
|
|
|
517,099
|
|
|
483,417
|
|
|||
Construction materials
|
|
203,942
|
|
|
210,040
|
|
|
184,705
|
|
|||
Real estate
|
|
17,583
|
|
|
10,506
|
|
|
3,592
|
|
|||
Total cost of revenue
|
|
1,761,568
|
|
|
1,585,181
|
|
|
1,613,970
|
|
|||
Gross profit
|
|
247,963
|
|
|
177,784
|
|
|
349,509
|
|
|||
Selling expenses
|
|
42,408
|
|
|
53,276
|
|
|
58,681
|
|
|||
General and administrative expenses
|
|
119,894
|
|
|
138,317
|
|
|
169,365
|
|
|||
Restructuring charges
|
|
2,181
|
|
|
109,279
|
|
|
9,453
|
|
|||
Gain on sales of property and equipment
|
|
15,789
|
|
|
13,748
|
|
|
17,169
|
|
|||
Operating income (loss)
|
|
99,269
|
|
|
(109,340
|
)
|
|
129,179
|
|
|||
Other (expense) income
|
|
|
|
|
|
|
|
|||||
Interest income
|
|
2,878
|
|
|
4,980
|
|
|
5,049
|
|
|||
Interest expense
|
|
(10,362
|
)
|
|
(9,740
|
)
|
|
(15,756
|
)
|
|||
Equity in income of affiliates
|
|
2,193
|
|
|
756
|
|
|
7,696
|
|
|||
Other (expense) income, net
|
|
(4,545
|
)
|
|
6,968
|
|
|
12,683
|
|
|||
Total other (expense) income
|
|
(9,836
|
)
|
|
2,964
|
|
|
9,672
|
|
|||
Income (loss) before provision for (benefit from) income taxes
|
|
89,433
|
|
|
(106,376
|
)
|
|
138,851
|
|
|||
Provision for (benefit from) income taxes
|
|
23,348
|
|
|
(43,928
|
)
|
|
38,650
|
|
|||
Net income (loss)
|
|
66,085
|
|
|
(62,448
|
)
|
|
100,201
|
|
|||
Amount attributable to noncontrolling interests
|
|
(14,924
|
)
|
|
3,465
|
|
|
(26,701
|
)
|
|||
Net income (loss) attributable to Granite Construction Incorporated
|
|
$
|
51,161
|
|
|
$
|
(58,983
|
)
|
|
$
|
73,500
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) per share attributable to common shareholders
(see Note 16)
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
1.32
|
|
|
$
|
(1.56
|
)
|
|
$
|
1.91
|
|
Diluted
|
|
$
|
1.31
|
|
|
$
|
(1.56
|
)
|
|
$
|
1.90
|
|
Weighted average shares of common stock
|
|
|
|
|
|
|
|
|||||
Basic
|
|
38,117
|
|
|
37,820
|
|
|
37,566
|
|
|||
Diluted
|
|
38,473
|
|
|
37,820
|
|
|
37,683
|
|
|||
Dividends per common share
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
F- 3
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
|||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)
|
|||||||||||||||||||||||
(in thousands, except share data)
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Outstanding Shares
|
Common Stock
|
Additional Paid-in Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Total Granite Shareholders’ Equity
|
Noncontrolling Interests
|
Total Equity
|
|||||||||||||||
Balances at December 31, 2008
|
38,266,791
|
|
$
|
383
|
|
$
|
85,035
|
|
$
|
682,237
|
|
$
|
(146
|
)
|
$
|
767,509
|
|
$
|
36,773
|
|
$
|
804,282
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
73,500
|
|
—
|
|
73,500
|
|
26,701
|
|
|
||||||||
Changes in net unrealized gains on investments
|
—
|
|
—
|
|
—
|
|
—
|
|
146
|
|
146
|
|
—
|
|
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
100,347
|
|
||||||||||||||
Restricted stock and stock issued for services, net of forfeitures
|
437,594
|
|
4
|
|
1,900
|
|
—
|
|
—
|
|
1,904
|
|
—
|
|
1,904
|
|
|||||||
Amortized restricted stock
|
—
|
|
—
|
|
10,765
|
|
—
|
|
—
|
|
10,765
|
|
—
|
|
10,765
|
|
|||||||
Purchase of common stock
|
(93,763
|
)
|
(1
|
)
|
(3,430
|
)
|
—
|
|
—
|
|
(3,431
|
)
|
—
|
|
(3,431
|
)
|
|||||||
Cash dividends on common stock
|
—
|
|
—
|
|
—
|
|
(20,105
|
)
|
—
|
|
(20,105
|
)
|
—
|
|
(20,105
|
)
|
|||||||
Net tax on stock-based compensation
|
—
|
|
—
|
|
632
|
|
—
|
|
—
|
|
632
|
|
—
|
|
632
|
|
|||||||
Transactions with noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(11,569
|
)
|
(11,569
|
)
|
|||||||
Stock options exercised and other
|
24,399
|
|
—
|
|
(269
|
)
|
—
|
|
—
|
|
(269
|
)
|
—
|
|
(269
|
)
|
|||||||
Balances at December 31, 2009
|
38,635,021
|
|
386
|
|
94,633
|
|
735,632
|
|
—
|
|
830,651
|
|
51,905
|
|
882,556
|
|
|||||||
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
(58,983
|
)
|
—
|
|
(58,983
|
)
|
(3,465
|
)
|
|
||||||||
Total comprehensive loss
|
|
|
|
|
|
|
|
(62,448
|
)
|
||||||||||||||
Restricted stock and stock issued for services, net of forfeitures
|
214,128
|
|
2
|
|
1,003
|
|
—
|
|
—
|
|
1,005
|
|
—
|
|
1,005
|
|
|||||||
Amortized restricted stock
|
—
|
|
—
|
|
13,040
|
|
—
|
|
—
|
|
13,040
|
|
—
|
|
13,040
|
|
|||||||
Purchase of common stock
|
(132,093
|
)
|
(1
|
)
|
(3,640
|
)
|
—
|
|
—
|
|
(3,641
|
)
|
—
|
|
(3,641
|
)
|
|||||||
Cash dividends on common stock
|
—
|
|
—
|
|
—
|
|
(20,165
|
)
|
—
|
|
(20,165
|
)
|
—
|
|
(20,165
|
)
|
|||||||
Net tax on stock-based compensation
|
—
|
|
—
|
|
(815
|
)
|
—
|
|
—
|
|
(815
|
)
|
—
|
|
(815
|
)
|
|||||||
Transactions with noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(13,836
|
)
|
(13,836
|
)
|
|||||||
Stock options exercised and other
|
28,486
|
|
—
|
|
11
|
|
(72
|
)
|
—
|
|
(61
|
)
|
—
|
|
(61
|
)
|
|||||||
Balances at December 31, 2010
|
38,745,542
|
|
387
|
|
104,232
|
|
656,412
|
|
—
|
|
761,031
|
|
34,604
|
|
795,635
|
|
|||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
51,161
|
|
—
|
|
51,161
|
|
14,924
|
|
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
66,085
|
|
||||||||||||||
Stock units vested
|
80,245
|
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Amortized restricted stock
|
—
|
|
—
|
|
12,155
|
|
—
|
|
—
|
|
12,155
|
|
—
|
|
12,155
|
|
|||||||
Purchase of common stock
|
(143,527
|
)
|
(1
|
)
|
(4,028
|
)
|
—
|
|
—
|
|
(4,029
|
)
|
—
|
|
(4,029
|
)
|
|||||||
Cash dividends on common stock
|
—
|
|
—
|
|
—
|
|
(20,107
|
)
|
—
|
|
(20,107
|
)
|
—
|
|
(20,107
|
)
|
|||||||
Net tax on stock-based compensation
|
—
|
|
—
|
|
(1,360
|
)
|
—
|
|
—
|
|
(1,360
|
)
|
—
|
|
(1,360
|
)
|
|||||||
Transactions with noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(21,062
|
)
|
(21,062
|
)
|
|||||||
Other
|
511
|
|
—
|
|
516
|
|
(170
|
)
|
—
|
|
346
|
|
—
|
|
346
|
|
|||||||
Balances at December 31, 2011
|
38,682,771
|
|
$
|
387
|
|
$
|
111,514
|
|
$
|
687,296
|
|
$
|
—
|
|
$
|
799,197
|
|
$
|
28,466
|
|
$
|
827,663
|
|
|
F- 4
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
|||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
(
in thousands
)
|
|||||||||||
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2011
|
|
2010
|
2009
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
66,085
|
|
|
$
|
(62,448
|
)
|
$
|
100,201
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|||||
Restructuring impairment charges
|
|
1,678
|
|
|
93,862
|
|
1,449
|
|
|||
Other impairment charges
|
|
5,067
|
|
|
821
|
|
4,110
|
|
|||
Depreciation, depletion and amortization
|
|
60,546
|
|
|
74,435
|
|
80,195
|
|
|||
Gain on sales of property and equipment
|
|
(15,789
|
)
|
|
(13,748
|
)
|
(17,169
|
)
|
|||
Change in deferred income tax
|
|
8,566
|
|
|
(39,289
|
)
|
21,107
|
|
|||
Stock-based compensation
|
|
12,155
|
|
|
13,040
|
|
10,765
|
|
|||
Loss (gain) on company owned life insurance
|
|
18
|
|
|
(3,321
|
)
|
(2,551
|
)
|
|||
Equity in income of affiliates
|
|
(2,193
|
)
|
|
(756
|
)
|
(7,696
|
)
|
|||
Changes in assets and liabilities, net of the effects of consolidations:
|
|
|
|
|
|
|
|
||||
Receivables
|
|
(2,258
|
)
|
|
39,070
|
|
31,302
|
|
|||
Costs and estimated earnings in excess of billings, net
|
|
(56,524
|
)
|
|
(35,756
|
)
|
(68,647
|
)
|
|||
Inventories
|
|
43
|
|
|
(5,368
|
)
|
9,423
|
|
|||
Real estate held for development and sale
|
|
(3,704
|
)
|
|
(14,743
|
)
|
(17,263
|
)
|
|||
Equity in construction joint ventures
|
|
(26,313
|
)
|
|
(8,230
|
)
|
(23,012
|
)
|
|||
Other assets, net
|
|
2,164
|
|
|
10,429
|
|
4,656
|
|
|||
Accounts payable
|
|
28,960
|
|
|
(1,871
|
)
|
(43,480
|
)
|
|||
Accrued expenses and other current liabilities, net
|
|
13,844
|
|
|
(16,809
|
)
|
(19,089
|
)
|
|||
Net cash provided by operating activities
|
|
92,345
|
|
|
29,318
|
|
64,301
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
||||
Purchases of marketable securities
|
|
(155,122
|
)
|
|
(121,626
|
)
|
(99,011
|
)
|
|||
Maturities of marketable securities
|
|
110,875
|
|
|
74,000
|
|
36,970
|
|
|||
Proceeds from sale of marketable securities
|
|
33,268
|
|
|
15,000
|
|
7,966
|
|
|||
Purchase of company owned life insurance
|
|
(359
|
)
|
|
(8,195
|
)
|
(8,000
|
)
|
|||
Additions to property and equipment
|
|
(45,035
|
)
|
|
(37,004
|
)
|
(87,645
|
)
|
|||
Proceeds from sales of property and equipment
|
|
27,959
|
|
|
21,148
|
|
23,020
|
|
|||
Purchase of private preferred stock
|
|
(50
|
)
|
|
(6,400
|
)
|
—
|
|
|||
Contributions to (distributions from) affiliates, net
|
|
1,458
|
|
|
(1,658
|
)
|
(4,969
|
)
|
|||
Issuance of notes receivable
|
|
(3,979
|
)
|
|
(1,313
|
)
|
(11,314
|
)
|
|||
Collection of notes receivable
|
|
1,599
|
|
|
3,126
|
|
13,104
|
|
|||
Other investing activities, net
|
|
1,658
|
|
|
2,487
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(27,728
|
)
|
|
(60,435
|
)
|
(129,879
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
||||
Proceeds from long-term debt
|
|
2,122
|
|
|
1,918
|
|
10,750
|
|
|||
Long-term debt principal payments
|
|
(16,907
|
)
|
|
(19,829
|
)
|
(18,856
|
)
|
|||
Cash dividends paid
|
|
(20,117
|
)
|
|
(20,150
|
)
|
(20,057
|
)
|
|||
Purchase of common stock
|
|
(4,029
|
)
|
|
(3,641
|
)
|
(3,431
|
)
|
|||
Contributions from noncontrolling partners
|
|
519
|
|
|
7,321
|
|
420
|
|
|||
Distributions to noncontrolling partners
|
|
(21,581
|
)
|
|
(21,498
|
)
|
(26,019
|
)
|
|||
Other financing activities, net
|
|
344
|
|
|
62
|
|
884
|
|
|||
Net cash used in financing activities
|
|
(59,649
|
)
|
|
(55,817
|
)
|
(56,309
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
4,968
|
|
|
(86,934
|
)
|
(121,887
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
252,022
|
|
|
338,956
|
|
460,843
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
256,990
|
|
|
$
|
252,022
|
|
$
|
338,956
|
|
|
F- 5
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
|||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
|
|||||||||||
(
in thousands
)
|
|||||||||||
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2011
|
|
2010
|
2009
|
||||||
Supplementary Information
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
|
$
|
16,239
|
|
|
$
|
15,715
|
|
$
|
22,783
|
|
Income taxes
|
|
24,783
|
|
|
3,861
|
|
54,082
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Stock and restricted stock/units issued, net of forfeitures
|
|
$
|
6,874
|
|
|
$
|
9,192
|
|
$
|
18,457
|
|
Accrued cash dividends
|
|
5,028
|
|
|
5,038
|
|
5,023
|
|
|||
Debt payments out of escrow from sale of assets
|
|
14,447
|
|
|
6,064
|
|
—
|
|
|
F- 6
|
|
|
•
|
determination of the VIE’s primary beneficiary using a qualitative approach based on:
|
•
|
ongoing evaluation of the VIE’s primary beneficiary; and
|
•
|
disclosures about a company’s involvement with the VIE including separate presentation on the consolidated balance sheets
|
|
F- 7
|
|
|
•
|
the completeness and accuracy of the original bid;
|
•
|
costs associated with added scope changes;
|
•
|
costs of labor and/or materials;
|
•
|
extended overhead due to owner, weather and other delays;
|
•
|
subcontractor performance issues;
|
•
|
changes in productivity expectations;
|
•
|
site conditions that differ from those assumed in the original bid (to the extent contract remedies are unavailable);
|
•
|
the availability and skill level of workers in the geographic location of the project; and
|
•
|
a change in the availability and proximity of equipment and materials.
|
|
F- 8
|
|
|
|
F- 9
|
|
|
|
F- 10
|
|
|
•
|
significant decreases in the market price of the asset;
|
•
|
significant adverse changes in legal factors or the business climate;
|
•
|
significant changes to the development or business plans of a project;
|
•
|
accumulation of costs significantly in excess of the amount originally expected for the acquisition, development or construction of the asset; and
|
•
|
current period cash flow or operating losses combined with a history of losses, or a forecast of continuing losses associated with the use of the asset.
|
|
F- 11
|
|
|
|
F- 12
|
|
|
|
F- 13
|
|
|
Years Ended December 31,
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|||
Number of projects with upward estimate changes
|
|
|
7
|
|
|
|
6
|
|
|
|
22
|
|
Range of increase in gross profit from each project, net
|
|
$
|
1.0 - 3.5
|
|
|
$
|
1.0 - 4.2
|
|
|
$
|
1.0 - 7.0
|
|
Increase on project profitability
|
|
$
|
13.6
|
|
|
$
|
12.6
|
|
|
$
|
48.9
|
|
Years Ended December 31,
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|||
Number of projects with downward estimate changes
|
|
|
4
|
|
|
|
5
|
|
|
|
2
|
|
Range of reduction in gross profit from each project, net
|
|
$
|
1.4 - 2.6
|
|
|
$
|
1.1 - 2.5
|
|
|
$
|
2.4 - 7.4
|
|
Decrease on project profitability
|
|
$
|
7.4
|
|
|
$
|
8.7
|
|
|
$
|
9.8
|
|
|
F- 14
|
|
|
Years Ended December 31,
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|||
Number of projects with upward estimate changes
|
|
|
9
|
|
|
|
6
|
|
|
|
14
|
|
Range of increase in gross profit from each project, net
|
|
$
|
1.1 - 6.9
|
|
|
$
|
1.1 - 4.8
|
|
|
$
|
1.0 - 19.8
|
|
Increase on project profitability
|
|
$
|
28.3
|
|
|
$
|
18.0
|
|
|
$
|
68.4
|
|
Years Ended December 31,
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|||
Number of projects with downward estimate changes
|
|
|
5
|
|
|
|
2
|
|
|
|
2
|
|
Range of reduction in gross profit from each project, net
|
|
$
|
1.2 - 5.1
|
|
|
$
|
1.8 - 10.2
|
|
|
$
|
1.3 - 2.1
|
|
Decrease on project profitability
|
|
$
|
19.4
|
|
|
$
|
12.0
|
|
|
$
|
3.4
|
|
|
F- 15
|
|
|
December 31, 2011
|
|
Held-to-Maturity
|
|
Trading
|
|
Total
|
||||||
U.S. Government and agency obligations
|
|
$
|
40,240
|
|
|
$
|
—
|
|
|
$
|
40,240
|
|
Commercial paper
|
|
24,980
|
|
|
—
|
|
|
24,980
|
|
|||
Municipal bonds
|
|
2,057
|
|
|
—
|
|
|
2,057
|
|
|||
Corporate bonds
|
|
3,131
|
|
|
—
|
|
|
3,131
|
|
|||
Total short-term marketable securities
|
|
70,408
|
|
|
—
|
|
|
70,408
|
|
|||
U.S. Government and agency obligations
|
|
65,109
|
|
|
—
|
|
|
65,109
|
|
|||
Municipal bonds
|
|
8,909
|
|
|
—
|
|
|
8,909
|
|
|||
Corporate bonds
|
|
5,232
|
|
|
—
|
|
|
5,232
|
|
|||
Total long-term marketable securities
|
|
79,250
|
|
|
—
|
|
|
79,250
|
|
|||
Total marketable securities
|
|
$
|
149,658
|
|
|
$
|
—
|
|
|
$
|
149,658
|
|
December 31, 2010
|
|
|
|
|
|
|
||||||
U.S. Government and agency obligations
|
|
$
|
40,047
|
|
|
$
|
—
|
|
|
$
|
40,047
|
|
Commercial paper
|
|
33,971
|
|
|
—
|
|
|
33,971
|
|
|||
Municipal bonds
|
|
10,896
|
|
|
—
|
|
|
10,896
|
|
|||
Corporate bonds
|
|
10,122
|
|
|
—
|
|
|
10,122
|
|
|||
Equity securities - mutual funds
|
|
—
|
|
|
14,411
|
|
|
14,411
|
|
|||
Total short-term marketable securities
|
|
95,036
|
|
|
14,411
|
|
|
109,447
|
|
|||
U.S. Government and agency obligations
|
|
30,618
|
|
|
—
|
|
|
30,618
|
|
|||
Municipal bonds
|
|
3,641
|
|
|
—
|
|
|
3,641
|
|
|||
Total long-term marketable securities
|
|
34,259
|
|
|
—
|
|
|
34,259
|
|
|||
Total marketable securities
|
|
$
|
129,295
|
|
|
$
|
14,411
|
|
|
$
|
143,706
|
|
December 31, 2011
|
|
||
Due within one year
|
$
|
70,408
|
|
Due in one to five years
|
79,250
|
|
|
Total
|
$
|
149,658
|
|
|
F- 16
|
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||||
December 31, 2011
|
|
Level 1
1
|
|
Level 2
2
|
|
Level 3
3
|
|
Total
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
|
$
|
178,174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
178,174
|
|
Total
|
|
$
|
178,174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
178,174
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
|
$
|
226,009
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
226,009
|
|
Trading securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity securities - mutual funds
|
|
14,411
|
|
|
—
|
|
|
—
|
|
|
14,411
|
|
||||
Total
|
|
$
|
240,420
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
240,420
|
|
December 31,
|
|
2011
|
|
2010
|
||||
Money market funds
|
|
$
|
178,174
|
|
|
$
|
226,009
|
|
Held-to-maturity commercial paper
|
|
4,999
|
|
|
4,999
|
|
||
Cash
|
|
73,817
|
|
|
21,014
|
|
||
Total cash and cash equivalents
|
|
$
|
256,990
|
|
|
$
|
252,022
|
|
December 31,
|
|
2011
|
|
2010
|
||||
Carrying amount
|
|
|
|
|
||||
Senior notes payable (including current maturities)
|
|
$
|
216,666
|
|
|
$
|
225,000
|
|
|
|
|
|
|
||||
Fair value
|
|
|
|
|
|
|
||
Senior notes payable (including current maturities)
|
|
$
|
250,541
|
|
|
$
|
245,015
|
|
|
F- 17
|
|
|
December 31,
|
|
2011
|
|
2010
|
||||
Construction contracts:
|
|
|
|
|
||||
Completed and in progress
|
|
$
|
122,987
|
|
|
$
|
121,664
|
|
Retentions
|
|
77,038
|
|
|
96,333
|
|
||
Total construction contracts
|
|
200,025
|
|
|
217,997
|
|
||
Construction material sales
|
|
30,356
|
|
|
17,674
|
|
||
Other
|
|
24,337
|
|
|
11,612
|
|
||
Total gross receivables
|
|
254,718
|
|
|
247,283
|
|
||
Less: allowance for doubtful accounts
|
|
2,880
|
|
|
3,297
|
|
||
Total net receivables
|
|
$
|
251,838
|
|
|
$
|
243,986
|
|
December 31,
|
|
2011
|
|
2010
|
||||
Escrow
|
|
$
|
43,378
|
|
|
$
|
43,841
|
|
Non-escrow
|
|
33,660
|
|
|
52,492
|
|
||
Total retention receivables
|
|
$
|
77,038
|
|
|
$
|
96,333
|
|
|
F- 18
|
|
|
•
|
Federal - includes federal agencies such as the Bureau of Reclamation, the Army Corp of Engineers, and the Bureau of Indian Affairs. The obligations of these agencies are backed by the federal government. Consequently there is minimal risk of not collecting the amounts we are entitled to receive.
|
•
|
State - primarily state departments of transportation. The risk of not collecting on these accounts is small; however, we have experienced occasional delays in payment as states have struggled with budget issues.
|
•
|
Local - these customers include local agencies such as cities, counties and other local municipal agencies. The risk of not collecting on these accounts is small; however, we have experienced occasional delays in payment as some local agencies have struggled to deal with budget issues.
|
•
|
Private - includes individuals, developers and corporations. The majority of our collection risk is associated with these customers. We perform ongoing credit evaluations of our customers and generally do not require collateral, although the law provides us certain remedies, including, but not limited to, the ability to file mechanics’ liens on real property improved for private customers in the event of non-payment by such customers.
|
December 31,
|
|
2011
|
|
2010
|
||||
Federal
|
|
$
|
2,811
|
|
|
$
|
3,080
|
|
State
|
|
5,453
|
|
|
9,507
|
|
||
Local
|
|
14,708
|
|
|
29,451
|
|
||
Private
|
|
10,688
|
|
|
10,454
|
|
||
Total
|
|
$
|
33,660
|
|
|
$
|
52,492
|
|
December 31, 2011
|
|
Current
|
|
0 - 90 Days
Past Due
|
|
Over 90 Days
Past Due
|
|
Total
|
||||||||
Federal
|
|
$
|
2,462
|
|
|
$
|
326
|
|
|
$
|
23
|
|
|
$
|
2,811
|
|
State
|
|
2,751
|
|
|
860
|
|
|
1,842
|
|
|
5,453
|
|
||||
Local
|
|
12,313
|
|
|
1,326
|
|
|
1,069
|
|
|
14,708
|
|
||||
Private
|
|
9,599
|
|
|
765
|
|
|
324
|
|
|
10,688
|
|
||||
Total
|
|
$
|
27,125
|
|
|
$
|
3,277
|
|
|
$
|
3,258
|
|
|
$
|
33,660
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
|
$
|
2,587
|
|
|
$
|
174
|
|
|
$
|
319
|
|
|
$
|
3,080
|
|
State
|
|
4,443
|
|
|
628
|
|
|
4,436
|
|
|
9,507
|
|
||||
Local
|
|
22,641
|
|
|
2,800
|
|
|
4,010
|
|
|
29,451
|
|
||||
Private
|
|
9,243
|
|
|
175
|
|
|
1,036
|
|
|
10,454
|
|
||||
Total
|
|
$
|
38,914
|
|
|
$
|
3,777
|
|
|
$
|
9,801
|
|
|
$
|
52,492
|
|
|
F- 19
|
|
|
|
F- 20
|
|
|
December 31,
|
|
2011
|
|
2010
|
||||
Cash and cash equivalents
1
|
|
$
|
75,122
|
|
|
$
|
109,380
|
|
Other current assets
2
|
|
33,750
|
|
|
50,344
|
|
||
Total current assets
|
|
108,872
|
|
|
159,724
|
|
||
Noncurrent assets
|
|
8,671
|
|
|
2,561
|
|
||
Total assets
3
|
|
$
|
117,543
|
|
|
$
|
162,285
|
|
|
|
|
|
|
||||
Accounts payable
|
|
$
|
38,193
|
|
|
$
|
33,078
|
|
Billings in excess of costs and estimated earnings
1
|
|
22,251
|
|
|
46,475
|
|
||
Accrued expenses and other current liabilities
|
|
5,129
|
|
|
11,633
|
|
||
Total current liabilities
|
|
65,573
|
|
|
91,186
|
|
||
Noncurrent liabilities
|
|
4
|
|
|
3
|
|
||
Total liabilities
3
|
|
$
|
65,577
|
|
|
$
|
91,189
|
|
|
F- 21
|
|
|
December 31,
|
|
2011
|
|
2010
|
||||
Assets:
|
|
|
|
|
||||
Cash and cash equivalents
1
|
|
$
|
338,681
|
|
|
$
|
318,408
|
|
Other assets
|
|
264,901
|
|
|
212,911
|
|
||
Less partners’ interest
|
|
364,979
|
|
|
324,485
|
|
||
Granite’s interest
|
|
238,603
|
|
|
206,834
|
|
||
Liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
85,075
|
|
|
72,658
|
|
||
Billings in excess of costs and estimated earnings
1
|
|
280,650
|
|
|
282,702
|
|
||
Other liabilities
|
|
8,595
|
|
|
8,893
|
|
||
Less partners’ interest
|
|
236,746
|
|
|
232,135
|
|
||
Granite’s interest
|
|
137,574
|
|
|
132,118
|
|
||
Equity in construction joint ventures
|
|
$
|
101,029
|
|
|
$
|
74,716
|
|
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
938,867
|
|
|
$
|
604,209
|
|
|
$
|
420,190
|
|
Less partners’ interest
1
|
|
623,090
|
|
|
414,905
|
|
|
316,984
|
|
|||
Granite’s interest
|
|
315,777
|
|
|
189,304
|
|
|
103,206
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Total
|
|
765,446
|
|
|
550,170
|
|
|
382,665
|
|
|||
Less partners’ interest
1
|
|
519,340
|
|
|
372,774
|
|
|
287,244
|
|
|||
Granite’s interest
|
|
246,106
|
|
|
177,396
|
|
|
95,421
|
|
|||
Granite’s interest in gross profit
|
|
$
|
69,671
|
|
|
$
|
11,908
|
|
|
$
|
7,785
|
|
|
F- 22
|
|
|
|
F- 23
|
|
|
|
F- 24
|
|
|
December 31,
|
|
2011
|
|
2010
|
||||
Real estate held for development and sale
|
|
$
|
67,037
|
|
|
$
|
75,716
|
|
Other current assets
|
|
4,715
|
|
|
2,453
|
|
||
Total current assets
|
|
71,752
|
|
|
78,169
|
|
||
Property and equipment, net
|
|
—
|
|
|
3,771
|
|
||
Other noncurrent assets
|
|
—
|
|
|
1,095
|
|
||
Total assets
|
|
$
|
71,752
|
|
|
$
|
83,035
|
|
|
|
|
|
|
||||
Current maturities of non-recourse debt
|
|
$
|
22,571
|
|
|
$
|
29,760
|
|
Other current liabilities
|
|
1,794
|
|
|
2,619
|
|
||
Total current liabilities
|
|
24,365
|
|
|
32,379
|
|
||
Long-term non-recourse debt
|
|
9,912
|
|
|
25,337
|
|
||
Other noncurrent liabilities
|
|
74
|
|
|
404
|
|
||
Total liabilities
|
|
$
|
34,351
|
|
|
$
|
58,120
|
|
December 31,
|
|
2011
|
|
2010
|
||||||||||
|
|
Amount
|
|
Number of Projects
|
|
Amount
|
|
Number of Projects
|
||||||
Residential
|
|
$
|
54,610
|
|
|
4
|
|
|
$
|
55,289
|
|
|
5
|
|
Commercial
|
|
12,427
|
|
|
5
|
|
|
20,427
|
|
|
5
|
|
||
Total
|
|
$
|
67,037
|
|
|
9
|
|
|
$
|
75,716
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
||||||
Washington
|
|
$
|
47,600
|
|
|
2
|
|
|
$
|
44,598
|
|
|
2
|
|
California
|
|
4,006
|
|
|
5
|
|
|
13,437
|
|
|
6
|
|
||
Texas
|
|
8,859
|
|
|
1
|
|
|
8,859
|
|
|
1
|
|
||
Oregon
|
|
6,572
|
|
|
1
|
|
|
8,822
|
|
|
1
|
|
||
Total
|
|
$
|
67,037
|
|
|
9
|
|
|
$
|
75,716
|
|
|
10
|
|
|
F- 25
|
|
|
December 31,
|
|
2011
|
|
2010
|
||||
Equity method investments in real estate affiliates
|
|
$
|
16,478
|
|
|
$
|
12,128
|
|
Equity method investments in other affiliates
|
|
11,841
|
|
|
12,882
|
|
||
Total equity method investments
|
|
28,319
|
|
|
25,010
|
|
||
Cost method investments
|
|
2,752
|
|
|
6,400
|
|
||
Total investments in affiliates
|
|
$
|
31,071
|
|
|
$
|
31,410
|
|
December 31,
|
|
2011
|
|
2010
|
||||||||||
|
|
Amount
|
|
Number of Projects
|
|
Amount
|
|
Number of Projects
|
||||||
Residential
|
|
$
|
11,903
|
|
|
2
|
|
|
$
|
9,029
|
|
|
2
|
|
Commercial
|
|
4,575
|
|
|
3
|
|
|
3,099
|
|
|
3
|
|
||
Total
|
|
$
|
16,478
|
|
|
5
|
|
|
$
|
12,128
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
||||||
Texas
|
|
$
|
16,478
|
|
|
5
|
|
|
$
|
12,128
|
|
|
5
|
|
Total
|
|
$
|
16,478
|
|
|
5
|
|
|
$
|
12,128
|
|
|
5
|
|
December 31,
|
|
2011
|
|
2010
|
||||
Current assets
|
|
$
|
82,791
|
|
|
$
|
79,223
|
|
Long-term assets
|
|
74,980
|
|
|
77,645
|
|
||
Total assets
|
|
157,771
|
|
|
156,868
|
|
||
Current liabilities
|
|
9,321
|
|
|
6,108
|
|
||
Long-term liabilities
|
|
65,939
|
|
|
66,392
|
|
||
Total liabilities
|
|
75,260
|
|
|
72,500
|
|
||
Net assets
|
|
$
|
82,511
|
|
|
$
|
84,368
|
|
Granite’s share of net assets
|
|
$
|
28,319
|
|
|
$
|
25,010
|
|
Years Ended December 31,
|
2011
|
2010
|
2009
|
||||||
Revenue
|
$
|
48,983
|
|
$
|
36,249
|
|
$
|
64,956
|
|
Gross profit
|
10,654
|
|
9,239
|
|
21,905
|
|
|||
(Loss) income before taxes
|
(399
|
)
|
(5,026
|
)
|
13,508
|
|
|||
Net (loss) income
|
(399
|
)
|
(5,026
|
)
|
13,508
|
|
|||
Granite’s interest in affiliates’ net income
|
$
|
2,193
|
|
$
|
756
|
|
$
|
7,696
|
|
|
F- 26
|
|
|
December 31,
|
|
2011
|
|
2010
|
||||
Land and land improvements
|
|
$
|
124,216
|
|
|
$
|
120,342
|
|
Quarry property
|
|
175,612
|
|
|
174,231
|
|
||
Buildings and leasehold improvements
|
|
81,272
|
|
|
85,655
|
|
||
Equipment and vehicles
|
|
733,158
|
|
|
778,443
|
|
||
Office furniture and equipment
|
|
55,570
|
|
|
42,509
|
|
||
Property and equipment
|
|
1,169,828
|
|
|
1,201,180
|
|
||
Less: accumulated depreciation and depletion
|
|
722,688
|
|
|
727,573
|
|
||
Property and equipment, net
|
|
$
|
447,140
|
|
|
$
|
473,607
|
|
December 31,
|
2011
|
2010
|
||||
Beginning balance
|
$
|
22,900
|
|
$
|
19,715
|
|
Revisions to estimates
|
(943
|
)
|
1,327
|
|
||
Liabilities incurred
|
471
|
|
1,217
|
|
||
Liabilities settled
|
(496
|
)
|
(628
|
)
|
||
Accretion
|
1,276
|
|
1,269
|
|
||
Ending balance
|
$
|
23,208
|
|
$
|
22,900
|
|
|
F- 27
|
|
|
December 31,
|
|
2011
|
|
2010
|
||||
Goodwill
1
|
|
$
|
9,900
|
|
|
$
|
9,900
|
|
Use rights and other
|
|
393
|
|
|
1,319
|
|
||
Total unamortized intangible assets
|
|
$
|
10,293
|
|
|
$
|
11,219
|
|
|
|
|
|
Accumulated
|
|
|
||||||
December 31, 2011
|
|
Gross Value
|
|
Amortization
|
|
Net Value
|
||||||
Permits
|
|
$
|
29,713
|
|
|
$
|
(7,573
|
)
|
|
$
|
22,140
|
|
Customer lists
|
|
2,198
|
|
|
(1,942
|
)
|
|
256
|
|
|||
Covenants not to compete
|
|
1,588
|
|
|
(1,476
|
)
|
|
112
|
|
|||
Other
|
|
871
|
|
|
(583
|
)
|
|
288
|
|
|||
Total amortized intangible assets
|
|
$
|
34,370
|
|
|
$
|
(11,574
|
)
|
|
$
|
22,796
|
|
December 31, 2010
|
|
|
|
|
|
|
||||||
Permits
|
|
$
|
29,713
|
|
|
$
|
(6,100
|
)
|
|
$
|
23,613
|
|
Customer lists
|
|
2,198
|
|
|
(1,715
|
)
|
|
483
|
|
|||
Covenants not to compete
|
|
1,588
|
|
|
(1,325
|
)
|
|
263
|
|
|||
Other
|
|
871
|
|
|
(432
|
)
|
|
439
|
|
|||
Total amortized intangible assets
|
|
$
|
34,370
|
|
|
$
|
(9,572
|
)
|
|
$
|
24,798
|
|
December 31,
|
2011
|
2010
|
||||
Payroll and related employee benefits
|
$
|
36,447
|
|
$
|
32,209
|
|
Accrued insurance
|
43,014
|
|
29,253
|
|
||
Performance guarantees
|
37,255
|
|
32,314
|
|
||
Loss job reserves
|
12,429
|
|
10,082
|
|
||
Other
|
37,645
|
|
46,915
|
|
||
Total
|
$
|
166,790
|
|
$
|
150,773
|
|
|
F- 28
|
|
|
Years ended December 31,
|
2011
|
2010
|
2009
|
||||||
Impairment and other charges associated with our real estate investments
|
$
|
1,452
|
|
$
|
86,341
|
|
$
|
—
|
|
Severance costs
|
471
|
|
12,635
|
|
6,943
|
|
|||
Impairment charges on assets held-for-sale or abandoned
|
226
|
|
7,521
|
|
1,449
|
|
|||
Lease termination costs, net of estimated sublease income
|
32
|
|
2,782
|
|
1,061
|
|
|||
Total
|
$
|
2,181
|
|
$
|
109,279
|
|
$
|
9,453
|
|
December 31,
|
2011
|
2010
|
||||
Senior notes payable
|
$
|
216,666
|
|
$
|
225,000
|
|
Mortgages payable
|
32,670
|
|
55,300
|
|
||
Other notes payable
|
1,250
|
|
170
|
|
||
Total debt
|
250,586
|
|
280,470
|
|
||
Less current maturities
|
32,173
|
|
38,119
|
|
||
Total long-term debt
|
$
|
218,413
|
|
$
|
242,351
|
|
|
F- 29
|
|
|
|
F- 30
|
|
|
•
|
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If we chose to stop participating in some of the multi-employer plans, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
F- 31
|
|
|
|
Pension Plan Employer Identification Number
|
Pension Protection Act (“PPA”) Certified Zone Status
1
|
FIP / RP Status Pending / Implemented
2
|
Contributions
|
Surcharge Imposed
|
Expiration Date of Collection Bargaining Agreement
3
|
|||||||||
Pension Trust Fund
|
2011
|
2010
|
2011
|
2010
|
2009
|
||||||||||
Locals 302 and 612 Operating Engineers-Employers Retirement Fund
|
91-6028571
|
Green
|
Green
|
No
|
$
|
2,386
|
|
$
|
2,040
|
|
$
|
2,103
|
|
N/A
|
5/31/2012 - 12/31/2012
|
Operating Engineers Pension Trust Fund
|
95-6032478
|
Red
|
Red
|
Yes
|
2,099
|
|
2,127
|
|
2,529
|
|
No
|
6/30/2012 - 6/30/2013
|
|||
Pension Trust Fund for Operating Engineers Pension Plan
|
94-6090764
|
Orange
|
Yellow
|
Yes
|
7,296
|
|
6,394
|
|
6,974
|
|
No
|
6/30/2012 - 6/30/2014
|
|||
All other funds (32)
|
|
|
|
|
10,188
|
|
9,756
|
|
8,609
|
|
|
|
|||
|
|
|
Total Contributions:
|
$
|
21,969
|
|
$
|
20,317
|
|
$
|
20,215
|
|
|
|
|
F- 32
|
|
|
December 31,
|
2011
|
2010
|
2009
|
||||||||||||
|
Shares
|
Weighted-Average Grant-Date Fair Value per Share
|
Shares
|
Weighted-Average Grant-Date Fair Value per Share
|
Shares
|
Weighted-Average Grant-Date Fair Value per Share
|
|||||||||
Outstanding, beginning balance
|
855
|
|
$
|
38.23
|
|
991
|
|
$
|
40.31
|
|
830
|
|
$
|
37.83
|
|
Granted
|
—
|
|
—
|
|
285
|
|
28.30
|
|
504
|
|
40.42
|
|
|||
Vested
|
(368
|
)
|
39.25
|
|
(350
|
)
|
36.16
|
|
(277
|
)
|
33.22
|
|
|||
Forfeited
|
(15
|
)
|
39.62
|
|
(71
|
)
|
37.62
|
|
(66
|
)
|
41.29
|
|
|||
Outstanding, ending balance
|
472
|
|
$
|
37.39
|
|
855
|
|
$
|
38.23
|
|
991
|
|
$
|
40.31
|
|
|
F- 33
|
|
|
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
|||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|||
Weighted average common stock outstanding
|
|
38,677
|
|
|
38,750
|
|
|
38,584
|
|
Less: weighted average unvested restricted stock outstanding
|
|
560
|
|
|
930
|
|
|
1,018
|
|
Total basic weighted average shares outstanding
|
|
38,117
|
|
|
37,820
|
|
|
37,566
|
|
Diluted weighted average shares outstanding:
|
|
|
|
|
|
|
|||
Weighted average common stock outstanding, basic
|
|
38,117
|
|
|
37,820
|
|
|
37,566
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|||
Common stock options and restricted stock units
1
|
|
356
|
|
|
—
|
|
|
117
|
|
Total weighted average shares outstanding assuming dilution
|
|
38,473
|
|
|
37,820
|
|
|
37,683
|
|
|
F- 34
|
|
|
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||
Basic
|
|
|
|
|
|
|
|
|||||
Numerator:
|
|
|
|
|
|
|
|
|||||
Net income (loss) attributable to Granite
|
|
$
|
51,161
|
|
|
$
|
(58,983
|
)
|
|
$
|
73,500
|
|
Less: net income allocated to participating securities
|
|
738
|
|
|
—
|
|
|
1,921
|
|
|||
Net income (loss) allocated to common shareholders for basic calculation
|
|
$
|
50,423
|
|
|
$
|
(58,983
|
)
|
|
$
|
71,579
|
|
Denominator:
|
|
|
|
|
|
|
|
|||||
Weighted average common shares outstanding, basic
|
|
38,117
|
|
|
37,820
|
|
|
37,566
|
|
|||
Net income (loss) per share, basic
|
|
$
|
1.32
|
|
|
$
|
(1.56
|
)
|
|
$
|
1.91
|
|
|
|
|
|
|
|
|
||||||
Diluted
|
|
|
|
|
|
|
|
|||||
Numerator:
|
|
|
|
|
|
|
|
|||||
Net income (loss) attributable to Granite
|
|
$
|
51,161
|
|
|
$
|
(58,983
|
)
|
|
$
|
73,500
|
|
Less: net income allocated to participating securities
|
|
732
|
|
|
—
|
|
|
1,915
|
|
|||
Net income (loss) allocated to common shareholders for diluted calculation
|
|
$
|
50,429
|
|
|
$
|
(58,983
|
)
|
|
$
|
71,585
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
|
|||||
Weighted average common shares outstanding, diluted
|
|
38,473
|
|
|
37,820
|
|
|
37,683
|
|
|||
Net income (loss) per share, diluted
|
|
$
|
1.31
|
|
|
$
|
(1.56
|
)
|
|
$
|
1.90
|
|
|
F- 35
|
|
|
Years Ended December 31,
|
2011
|
2010
|
2009
|
||||||
Federal:
|
|
|
|
||||||
Current
|
$
|
11,136
|
|
$
|
(2,330
|
)
|
$
|
10,288
|
|
Deferred
|
7,914
|
|
(36,519
|
)
|
22,574
|
|
|||
Total federal
|
19,050
|
|
(38,849
|
)
|
32,862
|
|
|||
State:
|
|
|
|
|
|||||
Current
|
2,952
|
|
(1,071
|
)
|
5,381
|
|
|||
Deferred
|
1,346
|
|
(4,008
|
)
|
407
|
|
|||
Total state
|
4,298
|
|
(5,079
|
)
|
5,788
|
|
|||
Total provision for (benefit from) income taxes
|
$
|
23,348
|
|
$
|
(43,928
|
)
|
$
|
38,650
|
|
Years Ended December 31,
|
2011
|
2010
|
2009
|
||||||||||||
|
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||
Federal statutory tax
|
$
|
31,301
|
|
35.0
|
|
$
|
(37,232
|
)
|
35.0
|
|
$
|
48,598
|
|
35.0
|
|
State taxes, net of federal tax benefit
|
3,497
|
|
3.9
|
|
(4,500
|
)
|
4.2
|
|
3,978
|
|
2.7
|
|
|||
Percentage depletion deduction
|
(1,254
|
)
|
(1.4
|
)
|
(997
|
)
|
0.9
|
|
(1,717
|
)
|
(1.2
|
)
|
|||
Domestic production deduction
|
(1,604
|
)
|
(1.8
|
)
|
100
|
|
(0.1
|
)
|
(765
|
)
|
(0.6
|
)
|
|||
Noncontrolling interests
|
(5,223
|
)
|
(5.8
|
)
|
1,213
|
|
(1.1
|
)
|
(9,345
|
)
|
(6.7
|
)
|
|||
Settlements and effective settlements of audit issues
|
(2,348
|
)
|
(2.6
|
)
|
330
|
|
(0.3
|
)
|
—
|
|
—
|
|
|||
Other
|
(1,021
|
)
|
(1.2
|
)
|
(2,842
|
)
|
2.7
|
|
(2,099
|
)
|
(1.4
|
)
|
|||
Total
|
$
|
23,348
|
|
26.1
|
|
$
|
(43,928
|
)
|
41.3
|
|
$
|
38,650
|
|
27.8
|
|
December 31,
|
2011
|
2010
|
||||
Deferred tax assets:
|
|
|
|
|||
Receivables
|
$
|
2,929
|
|
$
|
3,145
|
|
Inventory
|
6,308
|
|
7,780
|
|
||
Insurance
|
7,142
|
|
3,775
|
|
||
Deferred compensation
|
16,485
|
|
19,848
|
|
||
Other accrued liabilities
|
9,244
|
|
9,888
|
|
||
Contract income recognition
|
4,253
|
|
15,679
|
|
||
Impairments on real estate investments
|
18,895
|
|
27,304
|
|
||
Other
|
4,906
|
|
1,145
|
|
||
Net operating loss carryforward
|
9,510
|
|
10,477
|
|
||
Valuation allowance
|
(10,668
|
)
|
(13,111
|
)
|
||
Total deferred tax assets
|
69,004
|
|
85,930
|
|
||
Deferred tax liabilities:
|
|
|
||||
Property and equipment
|
34,467
|
|
42,827
|
|
||
Total deferred tax liabilities
|
34,467
|
|
42,827
|
|
||
Net deferred tax assets
|
$
|
34,537
|
|
$
|
43,103
|
|
|
F- 36
|
|
|
December 31,
|
2011
|
2010
|
||||
Current deferred tax assets, net
|
$
|
38,571
|
|
$
|
53,877
|
|
Long-term deferred tax liabilities, net
|
4,034
|
|
10,774
|
|
||
Net deferred tax assets
|
$
|
34,537
|
|
$
|
43,103
|
|
December 31,
|
2011
|
2010
|
2009
|
||||||
Beginning balance
|
$
|
13,111
|
|
$
|
13,018
|
|
$
|
11,649
|
|
(Deductions) additions
|
(2,443
|
)
|
93
|
|
1,369
|
|
|||
Ending balance
|
$
|
10,668
|
|
$
|
13,111
|
|
$
|
13,018
|
|
December 31,
|
2011
|
2010
|
2009
|
||||||
Beginning balance
|
$
|
5,650
|
|
$
|
5,882
|
|
$
|
3,888
|
|
Gross increases – current period tax positions
|
1,726
|
|
180
|
|
1,107
|
|
|||
Gross decreases – current period tax positions
|
(1,420
|
)
|
(453
|
)
|
(1,851
|
)
|
|||
Gross increases – prior period tax positions
|
1,485
|
|
4,009
|
|
3,537
|
|
|||
Gross decreases – prior period tax positions
|
(1,467
|
)
|
(1,641
|
)
|
(677
|
)
|
|||
Settlements with taxing authorities/lapse of statute of limitations
|
(3,635
|
)
|
(2,327
|
)
|
(122
|
)
|
|||
Ending balance
|
$
|
2,339
|
|
$
|
5,650
|
|
$
|
5,882
|
|
|
F- 37
|
|
|
Years Ending December 31,
|
|
|
|
2012
|
$
|
5,836
|
|
2013
|
4,999
|
|
|
2014
|
4,744
|
|
|
2015
|
3,724
|
|
|
2016
|
3,293
|
|
|
Later years (through 2099)
|
13,538
|
|
|
Total
|
$
|
36,134
|
|
|
F- 38
|
|
|
•
|
US Highway 20 Project:
Our wholly owned subsidiaries, GCCO and Granite Northwest, Inc., are members of a joint venture known as YRC which is contracted by the ODOT to construct a new road alignment of US Highway 20 near Eddyville, Oregon. The project involves constructing seven miles of new road through steep and forested terrain in the Coast Range Mountains. During the fall and winter of 2006, extraordinary rain events produced runoff that overwhelmed installed erosion control measures and resulted in discharges to surface water and alleged violations of YRC’s stormwater permit. In June 2009, YRC was informed that the U.S. Department of Justice (“USDOJ”) had assumed the criminal investigation that the Oregon Department of Justice had initiated in connection with stormwater runoff from the project. Although the USDOJ has informed YRC that the USDOJ will not criminally charge YRC or any Granite affiliate in connection with these matters, the USDOJ informed YRC it was continuing to seek an unspecified civil penalty. Under certain circumstances the resolution of this matter could have direct or indirect consequences that could have a material adverse effect on our financial position, results of operations, cash flow and liquidity.
|
•
|
Grand Avenue Project DBE Issues:
On March 6, 2009, the U.S. Department of Transportation, Office of Inspector General (“OIG”) served upon our wholly-owned subsidiary, Granite Construction Northeast, Inc. (“Granite Northeast”), a United States District Court Eastern District of New York subpoena to testify before a grand jury by producing documents. The subpoena seeks all documents pertaining to the use of a DBE firm (the “Subcontractor”), and the Subcontractor’s use of a non-DBE lower tier subcontractor/consultant, on the Grand Avenue Bus Depot and Central Maintenance Facility for the Borough of Queens Project (the “Grand Avenue Project”), a Granite Northeast project. The subpoena also seeks any documents regarding the use of the Subcontractor as a DBE on any other projects and any other documents related to the Subcontractor or to the lower-tier subcontractor/consultant. We have received two follow-up requests from the USDOJ for additional information and documents. We have complied with the subpoena and the requests, and are fully cooperating with the OIG’s investigation. To date, Granite Northeast has not been notified that it is either a subject or target of the OIG’s investigation. Accordingly, we do not know whether any criminal charges or civil lawsuits will be brought against any party as a result of the investigation. We cannot, however, rule out the possibility of civil or criminal actions or administrative sanctions being brought against Granite Northeast.
|
•
|
Other Legal Proceedings/Government Inquiries:
We are a party to a number of other legal proceedings arising in the normal course of business. From time to time, we also receive inquiries from public agencies seeking information concerning our compliance with government construction contracting requirements and related laws and regulations. We believe that the nature and number of these proceedings and compliance inquiries are typical for a construction firm of our size and scope. Our litigation typically involves claims regarding public liability or contract related issues. While management currently believes, after consultation with counsel, that the ultimate outcome of pending proceedings and compliance inquiries, individually and in the aggregate, will not have a material adverse affect on our financial position or results of operations or cash flows, litigation is subject to inherent uncertainties. Were one or more unfavorable rulings to occur, there exists the possibility of a material adverse effect on our financial position, results of operations, cash flows and/or liquidity for the period in which the ruling occurs. In addition, our government contracts could be terminated, we could be suspended or debarred, or payment of our costs disallowed. While any one of our pending legal proceedings is subject to early resolution as a result of our ongoing efforts to settle, whether or when any legal proceeding will be resolved through settlement is neither predictable nor guaranteed.
|
|
F- 39
|
|
|
|
F- 40
|
|
|
Years Ended December 31,
|
|
Construction
|
|
Large Project Construction
|
|
Construction Materials
|
|
Real Estate
|
|
Total
|
||||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total revenue from reportable segments
|
|
$
|
1,043,614
|
|
|
$
|
725,043
|
|
|
$
|
415,618
|
|
|
$
|
20,291
|
|
|
$
|
2,204,566
|
|
Elimination of intersegment revenue
|
|
—
|
|
|
—
|
|
|
(195,035
|
)
|
|
—
|
|
|
(195,035
|
)
|
|||||
Revenue from external customers
|
|
1,043,614
|
|
|
725,043
|
|
|
220,583
|
|
|
20,291
|
|
|
2,009,531
|
|
|||||
Gross profit
|
|
124,506
|
|
|
104,108
|
|
|
16,641
|
|
|
2,708
|
|
|
247,963
|
|
|||||
Depreciation, depletion and amortization
|
|
14,747
|
|
|
4,547
|
|
|
28,672
|
|
|
189
|
|
|
48,155
|
|
|||||
Segment assets
|
|
111,780
|
|
|
110,441
|
|
|
352,619
|
|
|
75,050
|
|
|
649,890
|
|
|||||
2010
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenue from reportable segments
|
|
$
|
943,245
|
|
|
$
|
584,406
|
|
|
$
|
419,355
|
|
|
$
|
13,256
|
|
|
$
|
1,960,262
|
|
Elimination of intersegment revenue
|
|
—
|
|
|
—
|
|
|
(197,297
|
)
|
|
—
|
|
|
(197,297
|
)
|
|||||
Revenue from external customers
|
|
943,245
|
|
|
584,406
|
|
|
222,058
|
|
|
13,256
|
|
|
1,762,965
|
|
|||||
Gross profit
|
|
95,709
|
|
|
67,307
|
|
|
12,018
|
|
|
2,750
|
|
|
177,784
|
|
|||||
Depreciation, depletion and amortization
|
|
18,148
|
|
|
2,759
|
|
|
33,565
|
|
|
522
|
|
|
54,994
|
|
|||||
Segment assets
|
|
123,153
|
|
|
80,259
|
|
|
374,205
|
|
|
87,686
|
|
|
665,303
|
|
|||||
2009
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenue from reportable segments
|
|
$
|
1,151,743
|
|
|
$
|
603,517
|
|
|
$
|
389,440
|
|
|
$
|
2,274
|
|
|
$
|
2,146,974
|
|
Elimination of intersegment revenue
|
|
—
|
|
|
—
|
|
|
(183,495
|
)
|
|
—
|
|
|
(183,495
|
)
|
|||||
Revenue from external customers
|
|
1,151,743
|
|
|
603,517
|
|
|
205,945
|
|
|
2,274
|
|
|
1,963,479
|
|
|||||
Gross profit (loss)
|
|
209,487
|
|
|
120,100
|
|
|
21,240
|
|
|
(1,318
|
)
|
|
349,509
|
|
|||||
Depreciation, depletion and amortization
|
|
25,844
|
|
|
5,311
|
|
|
34,047
|
|
|
557
|
|
|
65,759
|
|
|||||
Segment assets
|
|
156,692
|
|
|
78,563
|
|
|
377,352
|
|
|
154,415
|
|
|
767,022
|
|
Years Ended December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||
Total gross profit from reportable segments
|
|
$
|
247,963
|
|
|
$
|
177,784
|
|
|
$
|
349,509
|
|
Selling, general and administrative expenses
|
|
162,302
|
|
|
191,593
|
|
|
228,046
|
|
|||
Restructuring charges
|
|
2,181
|
|
|
109,279
|
|
|
9,453
|
|
|||
Gain on sales of property and equipment
|
|
15,789
|
|
|
13,748
|
|
|
17,169
|
|
|||
Other (expense) income, net
|
|
(9,836
|
)
|
|
2,964
|
|
|
9,672
|
|
|||
Income (loss) before provision for (benefit from) income taxes
|
|
$
|
89,433
|
|
|
$
|
(106,376
|
)
|
|
$
|
138,851
|
|
December 31,
|
|
2011
|
|
2010
|
|
2009
|
||||||
Total assets for reportable segments
|
|
$
|
649,890
|
|
|
$
|
665,303
|
|
|
$
|
767,022
|
|
Assets not allocated to segments:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
256,990
|
|
|
252,022
|
|
|
338,956
|
|
|||
Short-term and long-term marketable securities
|
|
149,658
|
|
|
143,706
|
|
|
119,385
|
|
|||
Receivables, net
|
|
251,838
|
|
|
243,986
|
|
|
280,252
|
|
|||
Deferred income taxes
|
|
38,571
|
|
|
53,877
|
|
|
31,034
|
|
|||
Other current assets
|
|
76,074
|
|
|
55,970
|
|
|
63,814
|
|
|||
Property and equipment, net
|
|
46,180
|
|
|
42,874
|
|
|
45,503
|
|
|||
Other noncurrent assets
|
|
78,598
|
|
|
77,795
|
|
|
63,609
|
|
|||
Consolidated total assets
|
|
$
|
1,547,799
|
|
|
$
|
1,535,533
|
|
|
$
|
1,709,575
|
|
|
F- 41
|
|
|
QUARTERLY FINANCIAL DATA
|
|
|
|
|
|
|
||||||
(unaudited - in thousands, except per share data)
|
|
|
|
|
|
|
|
|
||||
2011 Quarters Ended
|
December 31,
|
September 30,
|
June 30,
|
March 31,
|
||||||||
Revenue
|
$
|
539,548
|
|
$
|
728,578
|
|
$
|
484,674
|
|
$
|
256,731
|
|
Gross profit
|
79,126
|
|
93,893
|
|
44,956
|
|
29,988
|
|
||||
As a percent of revenue
|
14.7
|
%
|
12.9
|
%
|
9.3
|
%
|
11.7
|
%
|
||||
Net income (loss)
|
$
|
24,792
|
|
$
|
42,376
|
|
$
|
6,173
|
|
$
|
(7,256
|
)
|
As a percent of revenue
|
4.6
|
%
|
5.8
|
%
|
1.3
|
%
|
-2.8
|
%
|
||||
Net income (loss) attributable to Granite
|
$
|
18,754
|
|
$
|
36,468
|
|
$
|
4,946
|
|
$
|
(9,007
|
)
|
As a percent of revenue
|
3.5
|
%
|
5.0
|
%
|
1.0
|
%
|
-3.5
|
%
|
||||
Net income (loss) per share attributable to
common shareholders:
|
|
|
|
|
||||||||
Basic
|
$
|
0.48
|
|
$
|
0.94
|
|
$
|
0.13
|
|
$
|
(0.24
|
)
|
Diluted
|
$
|
0.48
|
|
$
|
0.93
|
|
$
|
0.13
|
|
$
|
(0.24
|
)
|
2010 Quarters Ended
|
December 31,
|
September 30,
|
June 30,
|
March 31,
|
||||||||
Revenue
|
$
|
417,228
|
|
$
|
670,850
|
|
$
|
454,204
|
|
$
|
220,683
|
|
Gross profit
|
46,217
|
|
76,155
|
|
49,698
|
|
5,714
|
|
||||
As a percent of revenue
|
11.1
|
%
|
11.4
|
%
|
10.9
|
%
|
2.6
|
%
|
||||
Net (loss) income
|
$
|
(65,386
|
)
|
$
|
43,301
|
|
$
|
(2,633
|
)
|
$
|
(37,730
|
)
|
As a percent of revenue
|
-15.7
|
%
|
6.5
|
%
|
-0.6
|
%
|
-17.1
|
%
|
||||
Net (loss) income attributable to Granite
|
$
|
(50,019
|
)
|
$
|
38,681
|
|
$
|
(6,691
|
)
|
$
|
(40,954
|
)
|
As a percent of revenue
|
-12.0
|
%
|
5.8
|
%
|
-1.5
|
%
|
-18.6
|
%
|
||||
Net (loss) income per share attributable to
common shareholders:
|
|
|
|
|
||||||||
Basic
|
$
|
(1.32
|
)
|
$
|
1.00
|
|
$
|
(0.18
|
)
|
$
|
(1.09
|
)
|
Diluted
|
$
|
(1.32
|
)
|
$
|
0.99
|
|
$
|
(0.18
|
)
|
$
|
(1.09
|
)
|
|
F- 42
|
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
|
|
|
|
|
By: /s/ Laurel J. Krzeminski
|
|
|
Laurel J. Krzeminski, Vice President and
Chief Financial Officer
|
|
/s/ James H. Roberts
|
|
James H. Roberts, President and Chief Executive Officer
|
|
|
|
/s/ Laurel J. Krzeminski
|
|
Laurel J. Krzeminski, Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)
|
|
|
|
/s/ William H. Powell
|
|
William H. Powell, Chairman of the Board and Director
|
|
|
|
/s/ Claes G. Bjork
|
|
Claes G. Bjork, Director
|
|
|
|
/s/ James W. Bradford
|
|
James W. Bradford, Director
|
|
|
|
/s/ Gary M. Cusumano
|
|
Gary M. Cusumano, Director
|
|
|
|
/s/ William G. Dorey
|
|
William G. Dorey, Director
|
|
|
|
/s/ David H. Kelsey
|
|
David H. Kelsey, Director
|
|
|
|
/s/ Rebecca A. McDonald
|
|
Rebecca A. McDonald, Director
|
|
|
|
/s/ J. Fernando Niebla
|
|
J. Fernando Niebla, Director
|
|
|
|
Description
|
Balance at Beginning of Year
|
Charged (Credited) to Expenses or Other Accounts, Net
|
Deductions and Adjustments
1
|
Balance at End of Year
|
||||
YEAR ENDED DECEMBER 31, 2011
|
|
|
|
|
||||
Allowance for doubtful accounts
|
3,297
|
|
—
|
|
(417
|
)
|
2,880
|
|
YEAR ENDED DECEMBER 31, 2010
|
|
|
|
|
||||
Allowance for doubtful accounts
|
3,917
|
|
368
|
|
(988
|
)
|
3,297
|
|
YEAR ENDED DECEMBER 31, 2009
|
|
|
|
|
||||
Allowance for doubtful accounts
|
10,805
|
|
(4,404
|
)
|
(2,484
|
)
|
3,917
|
|
Exhibit No.
|
|
Exhibit Description
|
3.1
|
*
|
Certificate of Incorporation of Granite Construction Incorporated, as amended [Exhibit 3.1.b to the Company’s Form 10-Q for quarter ended June 30, 2006]
|
3.2
|
*
|
Amended Bylaws of Granite Construction Incorporated [Exhibit 3.1 to the Company’s Form 8-K filed on November 15, 2011]
|
10.1
|
*
**
|
Key Management Deferred Compensation Plan II, as amended and restated [Exhibit 10.1 to the Company’s Form 10-Q for quarter ended March 31, 2010]
|
10.2
|
*
**
|
Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan as Amended and Restated [Exhibit 10.1 to the Company’s Form 10-Q for quarter ended June 30, 2009]
|
10.2.a
|
*
**
|
Amendment No. 1 to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan [Exhibit 10.2.a to the Company’s Form 10-K for year ended December 31, 2009]
|
10.3
|
*
|
Credit Agreement, dated June 22, 2010, by and among Granite Construction Incorporated, Granite Construction Company, GILC Incorporated, the lenders party thereto and Bank of America, N.A., as Administrative Agent [Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2010]
|
10.3.a
|
*
|
Amendment No. 1 to the Credit Agreement, dated December 23, 2010, by and among Granite Construction Incorporated, Granite Construction Company, GILC Incorporated, the lenders party thereto and Bank of America, N.A., as Administrative Agent [Exhibit 10.1 to the Company’s Form 8-K filed on December 30, 2010]
|
10.4
|
*
|
Guaranty Agreement dated June 22, 2010 from the subsidiaries of Granite Construction Incorporated as Guarantors of financial accommodations pursuant to the terms of the Credit Agreement date June 22, 2010 [Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2010]
|
10.5
|
*
|
Security Agreement, dated December 23, 2010, among Granite Construction Incorporated, Granite Construction Company, GILC Incorporated, the guarantors party thereto and Bank of America, N.A., as Administrative Agent [Exhibit 10.2 to the Company’s Form 8-K filed on December 30, 2010]
|
10.6
|
*
|
Securities Pledge Agreement, dated December 23, 2010, among Granite Construction Incorporated, Granite Construction Company, GILC Incorporated, the guarantors party thereto and Bank of America, N.A., as Administrative Agent [Exhibit 10.3 to the Company’s Form 8-K filed on December 30, 2010]
|
10.7
|
*
|
Note Purchase Agreement between Granite Construction Incorporated and certain purchasers dated May 1, 2001 [Exhibit 10.3 to the Company’s Form 10-Q for quarter ended June 30, 2001]
|
10.7.a
|
*
|
First Amendment to Note Purchase Agreement between Granite Construction Incorporated and certain purchasers dated June 15, 2003 [Exhibit 10.4 to the Company’s Form 10-Q for quarter ended June 30, 2003]
|
10.8
|
*
|
Subsidiary Guaranty Agreement from the Subsidiaries of Granite Construction Incorporated as Guarantors of the Guaranty of Notes and Note Agreement and the Guaranty of Payment and Performance dated May 1, 2001 [Exhibit 10.4 to the Company’s Form 10-Q for quarter ended June 30, 2001]
|
10.9
|
*
|
Note Purchase Agreement between Granite Construction Incorporated and Certain Purchasers dated December 12, 2007 [Exhibit 10.1 to the Company’s Form 8-K filed January 31, 2008]
|
10.1
|
*
|
Subsidiary Guaranty Supplement from the Subsidiaries of Granite Construction Incorporated as Guarantors of the Guaranty of Notes and Note Agreement and the Guaranty of Payment and Performance dated December 12, 2007 [Exhibit 10.10 to the Company’s Form 10-K for year ended December 31, 2007]
|
10.11
|
*
**
|
Executive Retention and Severance Plan II effective as of March 9, 2011 [Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2011]
|
10.12
|
*
|
International Swap Dealers Association, Inc. Master Agreement between BNP Paribas and Granite Construction Incorporated dated as of February 10, 2003 [Exhibit 10.5 to the Company’s Form 10-Q for quarter ended June 30, 2003]
|
Exhibit No.
|
|
Exhibit Description
|
10.13
|
*
|
International Swap Dealers Association, Inc. Master Agreement between BP Products North America Inc. and Granite Construction Incorporated dated as of May 15, 2009 [Exhibit 10.3 to the Company’s Form 10-Q for quarter ended September 30, 2009]
|
10.14
|
*
|
International Swap Dealers Association, Inc. Master Agreement between Wells Fargo Bank, N.A. and Granite Construction Incorporated dated as of May 22, 2009 [Exhibit 10.4 to the Company’s Form 10-Q for quarter ended September 30, 2009]
|
10.15
|
*
|
International Swap Dealers Association, Inc. Master Agreement between Merrill Lynch Commodities, Inc. and Granite Construction Incorporated dated as of May June 2, 2009 [Exhibit 10.5 to the Company’s Form 10-Q for quarter ended September 30, 2009]
|
10.16
|
*
|
International Swap Dealers Association, Inc. Master Agreement and Credit Support Annex between Shell Energy north America (US), L.P. and Granite Construction Incorporated dated as of March 16, 2010 [Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended June 30, 2010]
|
10.17
|
*
**
|
Form of Amended and Restated Director and Officer Indemnification Agreement [Exhibit 10.10 to the Company’s Form 10-K for year ended December 31, 2002]
|
10.18
|
*
**
|
Form of Restricted Stock Agreement effective March 2010 [Exhibit 10.18 to the Company’s Form 10-K for the year ended December 31, 2010]
|
10.19
|
*
**
|
Form of Non-employee Director Stock Option Agreement as amended and effective April 7, 2006 [Exhibit 10.19 to the Company’s Form 10-K for the year ended December 31, 2010]
|
10.20
|
*
**
|
Form of Restricted Stock Units Agreement effective January 1, 2010 [Exhibit 10.20 to the Company’s Form 10-K for the year ended December 31, 2010]
|
10.21
|
*
**
|
Form of Non-employee Director Restricted Stock Units Agreement effective January 1, 2010 [Exhibit 10.21 to the Company’s Form 10-K for the year ended December 31, 2010]
|
10.22
|
†
**
|
|
10.23
|
†
**
|
|
10.24
|
†
**
|
|
10.25
|
†
**
|
|
21
|
†
|
|
23.1
|
†
|
|
31.1
|
†
|
|
31.2
|
†
|
|
32
|
††
|
|
95
|
†
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
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
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Supplier name | Ticker |
---|---|
General Electric Company | GE |
Omega Flex, Inc. | OFLX |
Paycom Software, Inc. | PAYC |
Bank of America Corporation | BAC |
Citigroup Inc. | C |
JPMorgan Chase & Co. | JPM |
Wells Fargo & Company | WFC |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|