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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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December 31,
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2013
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2012
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Heavy construction equipment
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2,534
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2,566
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Trucks, truck-tractors, trailers and vehicles
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3,664
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3,579
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the completeness and accuracy of the original bid;
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costs associated with scope changes;
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costs of labor and/or materials;
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extended overhead due to owner, weather and other delays;
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subcontractor performance issues;
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changes in productivity expectations;
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site conditions that differ from those assumed in the original bid (to the extent contract remedies are unavailable);
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continuing changes from original design on design/build projects;
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the availability and skill level of workers in the geographic location of the project;
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a change in the availability and proximity of equipment and materials; and
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our ability to fully and promptly recover on claims for additional contract costs.
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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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57
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President and Chief Executive Officer
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Laurel J. Krzeminski
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59
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Senior Vice President and Chief Financial Officer
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Thomas S. Case
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51
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Senior Vice President and Operations Services Manager
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Michael F. Donnino
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59
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Senior Vice President and Group Manager
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Patrick B. Kenny
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63
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Senior Vice President and Group Manager
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Martin P. Matheson
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52
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Senior Vice President and Group Manager
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James D. Richards
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50
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Senior Vice President and Group Manager
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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. Government funding for public works projects is limited, thus contributing to competition for the limited number of public projects available. This increased competition may result in a decrease in new awards at acceptable profit margins. In addition, should downturns in residential and commercial construction activity occur, the competition for available public sector work would intensify, which could impact our revenue, contract backlog and profit margins.
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Government contracts generally have strict regulatory requirements.
Approximately
74.4%
of our total revenue in
2013
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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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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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 and 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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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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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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We may be unable to identify and contract with 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, 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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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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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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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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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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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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Our joint venture contracts subject us to joint and several liability
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As further described in Note 1 of “Notes to the Consolidated Financial Statements” and under “Item 1. Business; Joint Ventures,” we participate in various construction joint venture partnerships in connection with complex construction projects. If our joint venture partners fail 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 failure to adequately recover on claims brought by us against project owners for additional contract costs could have a negative impact on our liquidity and future operations.
In certain circumstances, we assert claims against project owners for additional costs exceeding the contract price or for amounts not included in the original contract price. These types of claims occur due to matters such as owner-caused delays or changes from the initial project scope, both of which may result in additional costs. Often, these claims can be the subject of lengthy arbitration or litigation proceedings, and it is difficult to accurately predict when and the terms upon which these claims will be fully resolved. When these types of events occur, we use working capital in projects to promptly and fully cover cost overruns pending the resolution of the relevant claims. A failure to recover on these types of claims promptly and fully could have a negative impact on our liquidity and results of operations. In addition, while clients and subcontractors may be obligated to indemnify us against certain liabilities, such third parties may refuse or be unable to pay us.
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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.
Our debt and credit agreements and related restrictive and financial 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. On March 3, 2014, Granite executed amendments to the Credit Agreement and 2019 NPA (the “Amendments”), which terms include, among other things, (i) revised minimum Consolidated Tangible Net Worth; and (ii) revised maximum Consolidated Leverage Ratio. For the Credit Agreement, the Amendments are effective for our quarter ending March 31, 2013 and for the 2019 NPA, the Amendments are retroactive to December 31, 2013. 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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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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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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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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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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Weather can significantly affect our 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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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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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 negotiate contract language where we are allowed certain relief from force majeure events in private client contracts and review and attempt to mitigate force majeure events in both public and private client contracts. We remain obligated to perform our services after most extraordinary events subject to relief that may be available pursuant to a force majeure clause. 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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Changes to our outsourced software or infrastructure 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 and infrastructure to run critical accounting, project management and financial information systems. If software or infrastructure vendors decide to discontinue further development, integration or long-term 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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A change in tax laws or regulations of any federal, state or international 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, state and international legislative proposals that could result in a material increase to our U.S. federal, state and/or international 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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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 may be required to contribute cash to meet our unfunded pension obligations in certain multi-employer plans.
Three of our wholly-owned subsidiaries, Granite Construction Company, Granite Construction Northeast, Inc., and Kenny Construction Company, 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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Our strategic diversification plan includes growing our international operations in Canada and U.S. Territories, which are subject to a number of special risks.
As part of our strategic diversification efforts, we may enter into more construction contracts in Canada or U.S. Territories, which may subject us to a number of special risks unique to foreign countries and/or operations. Due to the special risks associated with non-U.S. operations, our exposure to such risks may not be proportionate to the percentage of our revenues attributable to such operations.
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As a part of our growth strategy we have made and 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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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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Our real estate investments are subject to mortgage financing and may require additional funding.
Granite Land Company’s (“GLC’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 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 affect our financial position, cash flows and liquidity. Also, if we determine we are the primary beneficiary of real estate joint ventures, 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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Unfavorable economic conditions may have an adverse impact on our business.
Volatility in the global financial system may 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 may 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 could be adversely affected by 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 sectors has resulted in intensified competition, which has had an adverse impact on both our revenues and profit margins and could impact growth opportunities. Although conditions are stabilizing, 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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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 and/or could impair our ability to execute our acquisition strategy. 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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Rising inflation and/or interest rates could have an adverse effect on our business, financial condition and results of operations.
Economic factors, including inflation and fluctuations in interest rates, could have a negative impact on our business. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.
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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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27
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5
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445.8
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347.0
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5.4
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86
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Leased quarry properties
1
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26
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15
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333.6
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86.6
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5.0
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47
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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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38
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277.9
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261.0
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58
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%
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42
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%
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Non-California
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35
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151.9
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88.6
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55
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%
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45
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%
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December 31,
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2013
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2012
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Aggregate crushing plants
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37
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41
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Asphalt concrete plants
|
54
|
|
58
|
|
Portland cement concrete batch plants
|
16
|
|
18
|
|
Asphalt rubber plants
|
5
|
|
5
|
|
Lime slurry plants
|
9
|
|
9
|
|
|
Land Area (acres)
|
Building Square Feet
|
Office and shop space (owned and leased)
|
1,600
|
1,200,000
|
Real estate held for sale and use
|
4,000
|
—
|
|
|
|
|
|
|
|
|
Market Price and Dividends of Common Stock
|
|
|
||||||||||
2013 Quarters Ended
|
December 31,
|
September 30,
|
June 30,
|
March 31,
|
||||||||
High
|
$
|
35.32
|
|
$
|
32.46
|
|
$
|
32.16
|
|
$
|
37.74
|
|
Low
|
28.35
|
|
27.88
|
|
26.07
|
|
29.55
|
|
||||
Dividends per share
|
0.13
|
|
0.13
|
|
0.13
|
|
0.13
|
|
||||
2012 Quarters Ended
|
December 31,
|
September 30,
|
June 30,
|
March 31,
|
||||||||
High
|
$
|
34.62
|
|
$
|
30.88
|
|
$
|
29.31
|
|
$
|
30.49
|
|
Low
|
27.50
|
|
21.58
|
|
21.38
|
|
23.79
|
|
||||
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, 2013
|
3,474
|
|
$
|
33.24
|
|
—
|
$
|
64,065,401
|
|
November 1 through November 30, 2013
|
215
|
|
$
|
29.53
|
|
—
|
$
|
64,065,401
|
|
December 1 through December 31, 2013
|
12,707
|
|
$
|
30.59
|
|
—
|
$
|
64,065,401
|
|
Total
|
16,396
|
|
$
|
31.14
|
|
—
|
|
|
|
|
|
December 31,
|
2008
|
2009
|
2010
|
2011
|
2012
|
2013
|
||||||||||||
Granite Construction Incorporated
|
$
|
100.00
|
|
$
|
77.78
|
|
$
|
64.65
|
|
$
|
57.18
|
|
$
|
82.53
|
|
$
|
87.29
|
|
S&P 500
|
100.00
|
|
126.46
|
|
145.51
|
|
148.59
|
|
172.37
|
|
228.19
|
|
||||||
Dow Jones U.S. Heavy Construction
|
100.00
|
|
114.31
|
|
146.77
|
|
121.00
|
|
146.93
|
|
192.89
|
|
|
|
|
|
Selected Consolidated Financial Data
|
|||||||||||||||
Years Ended December 31,
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Operating Summary
|
(Dollars In Thousands, Except Per Share Data)
|
||||||||||||||
Revenue
|
$
|
2,266,901
|
|
$
|
2,083,037
|
|
$
|
2,009,531
|
|
$
|
1,762,965
|
|
$
|
1,963,479
|
|
Gross profit
|
185,263
|
|
234,759
|
|
247,963
|
|
177,784
|
|
349,509
|
|
|||||
As a percent of revenue
|
8.2
|
%
|
11.3
|
%
|
12.3
|
%
|
10.1
|
%
|
17.8
|
%
|
|||||
Selling, general and administrative expenses
|
199,946
|
|
185,099
|
|
162,302
|
|
191,593
|
|
228,046
|
|
|||||
As a percent of revenue
|
8.8
|
%
|
8.9
|
%
|
8.1
|
%
|
10.9
|
%
|
11.6
|
%
|
|||||
Restructuring and impairment charges (gains), net
1
|
52,139
|
|
(3,728
|
)
|
2,181
|
|
109,279
|
|
9,453
|
|
|||||
Net (loss) income
|
(44,766
|
)
|
59,920
|
|
66,085
|
|
(62,448
|
)
|
100,201
|
|
|||||
Amount attributable to non-controlling interests
|
8,343
|
|
(14,637
|
)
|
(14,924
|
)
|
3,465
|
|
(26,701
|
)
|
|||||
Net (loss) income attributable to Granite
|
(36,423
|
)
|
45,283
|
|
51,161
|
|
(58,983
|
)
|
73,500
|
|
|||||
As a percent of revenue
|
(1.6
|
)%
|
2.2
|
%
|
2.5
|
%
|
(3.3
|
)%
|
3.7
|
%
|
|||||
Net (loss) income per share attributable to
common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.94
|
)
|
$
|
1.17
|
|
$
|
1.32
|
|
$
|
(1.56
|
)
|
$
|
1.91
|
|
Diluted
|
$
|
(0.94
|
)
|
$
|
1.15
|
|
$
|
1.31
|
|
$
|
(1.56
|
)
|
$
|
1.90
|
|
Weighted average shares of common stock:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
38,803
|
|
38,447
|
|
38,117
|
|
37,820
|
|
37,566
|
|
|||||
Diluted
|
38,803
|
|
39,076
|
|
38,473
|
|
37,820
|
|
37,683
|
|
|||||
Dividends per common share
|
$
|
0.52
|
|
$
|
0.52
|
|
$
|
0.52
|
|
$
|
0.52
|
|
$
|
0.52
|
|
Consolidated Balance Sheet
2
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
1,617,155
|
|
$
|
1,729,487
|
|
$
|
1,547,799
|
|
$
|
1,535,533
|
|
$
|
1,709,575
|
|
Cash, cash equivalents and marketable securities
|
346,323
|
|
433,420
|
|
406,648
|
|
395,728
|
|
458,341
|
|
|||||
Working capital
|
452,633
|
|
490,785
|
|
461,254
|
|
475,079
|
|
500,605
|
|
|||||
Current maturities of long-term debt
|
1,247
|
|
19,060
|
|
32,173
|
|
38,119
|
|
58,978
|
|
|||||
Long-term debt
|
276,868
|
|
271,070
|
|
218,413
|
|
242,351
|
|
244,688
|
|
|||||
Other long-term liabilities
|
48,580
|
|
47,124
|
|
49,221
|
|
47,996
|
|
48,998
|
|
|||||
Granite shareholders’ equity
|
781,940
|
|
829,953
|
|
799,197
|
|
761,031
|
|
830,651
|
|
|||||
Book value per share
|
20.09
|
|
21.43
|
|
20.66
|
|
19.64
|
|
21.50
|
|
|||||
Common shares outstanding
|
38,918
|
|
38,731
|
|
38,683
|
|
38,746
|
|
38,635
|
|
|||||
Contract backlog
|
$
|
2,526,751
|
|
$
|
1,708,761
|
|
$
|
2,022,454
|
|
$
|
1,899,170
|
|
$
|
1,401,988
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
the completeness and accuracy of the original bid;
|
•
|
costs associated with scope changes where final price negotiations are not complete;
|
•
|
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);
|
•
|
continuing changes from original design on design/build projects;
|
•
|
the availability and skill level of workers in the geographic location of the project;
|
•
|
a change in the availability and proximity of equipment and materials; and
|
•
|
our ability to fully and promptly recover on claims for additional contract costs.
|
|
|
|
|
•
|
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.
|
|
|
|
|
•
|
California Group Construction
|
•
|
Kenny Group Construction
|
•
|
Kenny Group Large Project Construction
|
•
|
Northwest Group Construction
|
•
|
Northwest Group Construction Materials
|
•
|
a significant adverse change in legal factors or in the business climate;
|
•
|
an adverse action or assessment by a regulator;
|
•
|
a more likely than not expectation that a segment or a significant portion thereof will be sold; or
|
•
|
the testing for recoverability of a significant asset group within the segment.
|
|
|
|
|
|
|
|
|
Comparative Financial Summary
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
2,266,901
|
|
|
$
|
2,083,037
|
|
|
$
|
2,009,531
|
|
Gross profit
|
|
185,263
|
|
|
234,759
|
|
|
247,963
|
|
|||
Restructuring and impairment charges (gains), net
|
|
52,139
|
|
|
(3,728
|
)
|
|
2,181
|
|
|||
Operating (loss) income
|
|
(54,692
|
)
|
|
80,835
|
|
|
99,269
|
|
|||
Total other (expense) income
|
|
(9,337
|
)
|
|
194
|
|
|
(9,836
|
)
|
|||
Amount attributable to non-controlling interests
|
|
8,343
|
|
|
(14,637
|
)
|
|
(14,924
|
)
|
|||
Net (loss) income attributable to Granite Construction Incorporated
|
|
(36,423
|
)
|
|
45,283
|
|
|
51,161
|
|
|
|
|
|
Total Revenue by Segment
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Years Ended December 31,
|
2013
|
2012
|
|
2011
|
|||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Construction
|
$
|
1,251,197
|
|
|
55.2
|
%
|
$
|
984,106
|
|
|
47.2
|
%
|
|
$
|
1,043,614
|
|
|
51.9
|
%
|
Large Project Construction
|
777,811
|
|
|
34.3
|
|
863,217
|
|
|
41.5
|
|
|
725,043
|
|
|
36.1
|
|
|||
Construction Materials
|
237,752
|
|
|
10.5
|
|
230,642
|
|
|
11.1
|
|
|
220,583
|
|
|
11.0
|
|
|||
Real Estate
|
141
|
|
|
—
|
|
5,072
|
|
|
0.2
|
|
|
20,291
|
|
|
1.0
|
|
|||
Total
|
$
|
2,266,901
|
|
|
100.0
|
%
|
$
|
2,083,037
|
|
|
100.0
|
%
|
|
$
|
2,009,531
|
|
|
100.0
|
%
|
Construction Revenue
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Years Ended December 31,
|
2013
|
2012
|
|
2011
|
|||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
California:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Public sector
|
$
|
386,050
|
|
|
31.0
|
%
|
$
|
434,570
|
|
|
44.1
|
%
|
|
$
|
464,288
|
|
|
44.5
|
%
|
Private sector
|
85,219
|
|
|
6.8
|
|
53,886
|
|
|
5.5
|
|
|
46,694
|
|
|
4.5
|
|
|||
Northwest:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Public sector
|
442,089
|
|
|
35.3
|
|
371,917
|
|
|
37.8
|
|
|
480,015
|
|
|
46.0
|
|
|||
Private sector
|
132,907
|
|
|
10.6
|
|
114,851
|
|
|
11.7
|
|
|
37,698
|
|
|
3.6
|
|
|||
Heavy Civil:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Public sector
|
4,093
|
|
|
0.3
|
|
8,798
|
|
|
0.9
|
|
|
14,919
|
|
|
1.4
|
|
|||
Private sector
|
528
|
|
|
—
|
|
84
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Kenny:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Public sector
|
77,953
|
|
|
6.2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Private sector
|
122,358
|
|
|
9.8
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
1,251,197
|
|
|
100.0
|
%
|
$
|
984,106
|
|
|
100.0
|
%
|
|
$
|
1,043,614
|
|
|
100.0
|
%
|
|
|
|
|
Large Project Construction Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
California
1
|
|
$
|
73,486
|
|
|
9.5
|
%
|
|
$
|
73,359
|
|
|
8.5
|
%
|
|
$
|
67,948
|
|
|
9.4
|
%
|
Northwest
1
|
|
24,085
|
|
|
3.1
|
|
|
175,595
|
|
|
20.3
|
|
|
134,217
|
|
|
18.5
|
|
|||
Heavy Civil
1
|
|
623,166
|
|
|
80.1
|
|
|
614,263
|
|
|
71.2
|
|
|
522,878
|
|
|
72.1
|
|
|||
Kenny:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Public sector
|
|
55,174
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Private sector
|
|
1,900
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
777,811
|
|
|
100.0
|
%
|
|
$
|
863,217
|
|
|
100.0
|
%
|
|
$
|
725,043
|
|
|
100.0
|
%
|
Construction Materials Revenue
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
California
|
|
$
|
134,556
|
|
|
56.6
|
%
|
|
$
|
140,315
|
|
|
60.8
|
%
|
|
$
|
140,468
|
|
|
63.7
|
%
|
Northwest
|
|
103,196
|
|
|
43.4
|
|
|
90,327
|
|
|
39.2
|
|
|
80,115
|
|
|
36.3
|
|
|||
Total
|
|
$
|
237,752
|
|
|
100.0
|
%
|
|
$
|
230,642
|
|
|
100.0
|
%
|
|
$
|
220,583
|
|
|
100.0
|
%
|
|
|
|
|
Total Contract Backlog by Segment
|
|
|
||||||||||||
December 31,
|
|
2013
|
|
2012
|
||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
||||||
Construction
|
|
$
|
681,415
|
|
|
27.0
|
%
|
|
$
|
632,420
|
|
|
37.0
|
%
|
Large Project Construction
|
|
1,845,336
|
|
|
73.0
|
|
|
1,076,341
|
|
|
63.0
|
|
||
Total
|
|
$
|
2,526,751
|
|
|
100.0
|
%
|
|
$
|
1,708,761
|
|
|
100.0
|
%
|
Construction Contract Backlog
|
|
|
|
|
||||||||||
December 31,
|
|
2013
|
|
2012
|
||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
||||||
California:
|
|
|
|
|
|
|
|
|
||||||
Public sector
|
|
$
|
387,251
|
|
|
56.9
|
%
|
|
$
|
249,966
|
|
|
39.5
|
%
|
Private sector
|
|
33,365
|
|
|
4.9
|
|
|
42,622
|
|
|
6.7
|
|
||
Northwest:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Public sector
|
|
118,123
|
|
|
17.3
|
|
|
167,728
|
|
|
26.5
|
|
||
Private sector
|
|
21,418
|
|
|
3.1
|
|
|
27,437
|
|
|
4.3
|
|
||
Heavy Civil:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Public sector
|
|
46,972
|
|
|
6.9
|
|
|
2,245
|
|
|
0.4
|
|
||
Private sector
|
|
—
|
|
|
—
|
|
|
528
|
|
|
0.1
|
|
||
Kenny:
|
|
|
|
|
|
|
|
|
||||||
Public sector
|
|
46,956
|
|
|
6.9
|
|
|
39,675
|
|
|
6.3
|
|
||
Private sector
|
|
27,330
|
|
|
4.0
|
|
|
102,219
|
|
|
16.2
|
|
||
Total
|
|
$
|
681,415
|
|
|
100.0
|
%
|
|
$
|
632,420
|
|
|
100.0
|
%
|
|
|
|
|
Large Project Construction Contract Backlog
|
|
|
|
|
||||||||||
December 31,
|
|
2013
|
|
2012
|
||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
||||||
California
1
|
|
$
|
55,593
|
|
|
3.0
|
%
|
|
$
|
94,901
|
|
|
8.8
|
%
|
Northwest
1
|
|
6,860
|
|
|
0.4
|
|
|
28,703
|
|
|
2.7
|
|
||
Heavy Civil
1
|
|
1,445,849
|
|
|
78.4
|
|
|
737,665
|
|
|
68.5
|
|
||
Kenny:
|
|
|
|
|
|
|
|
|
||||||
Public sector
2
|
|
161,361
|
|
|
8.7
|
|
|
215,072
|
|
|
20.0
|
|
||
Private sector
|
|
175,673
|
|
|
9.5
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
1,845,336
|
|
|
100.0
|
%
|
|
$
|
1,076,341
|
|
|
100.0
|
%
|
|
|
|
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
(dollars in thousands)
|
|
|
|
|
|
|
||||||
Construction
|
|
$
|
106,374
|
|
|
$
|
77,963
|
|
|
$
|
124,506
|
|
Percent of segment revenue
|
|
8.5
|
%
|
|
7.9
|
%
|
|
11.9
|
%
|
|||
Large Project Construction
|
|
71,808
|
|
|
148,418
|
|
|
104,108
|
|
|||
Percent of segment revenue
|
|
9.2
|
|
|
17.2
|
|
|
14.4
|
|
|||
Construction Materials
|
|
6,953
|
|
|
7,572
|
|
|
16,641
|
|
|||
Percent of segment revenue
|
|
2.9
|
|
|
3.3
|
|
|
7.5
|
|
|||
Real Estate
|
|
128
|
|
|
806
|
|
|
2,708
|
|
|||
Percent of segment revenue
|
|
90.8
|
|
|
15.9
|
|
|
13.3
|
|
|||
Total gross profit
|
|
$
|
185,263
|
|
|
$
|
234,759
|
|
|
$
|
247,963
|
|
Percent of total revenue
|
|
8.2
|
%
|
|
11.3
|
%
|
|
12.3
|
%
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Construction
|
|
$
|
16,761
|
|
|
$
|
22,110
|
|
|
$
|
10,363
|
|
Large Project Construction
|
|
145,038
|
|
|
16,982
|
|
|
38,542
|
|
|||
Total revenue from contracts with deferred profit
|
|
$
|
161,799
|
|
|
$
|
39,092
|
|
|
$
|
48,905
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
(dollars in thousands)
|
|
|
|
|
|
|
||||||
Selling
|
|
|
|
|
|
|
|
|
|
|||
Salaries and related expenses
|
|
$
|
38,410
|
|
|
$
|
35,051
|
|
|
$
|
33,342
|
|
Other selling expenses
|
|
6,901
|
|
|
13,321
|
|
|
9,066
|
|
|||
Total selling
|
|
45,311
|
|
|
48,372
|
|
|
42,408
|
|
|||
General and administrative
|
|
|
|
|
|
|
|
|
|
|||
Salaries and related expenses
|
|
65,482
|
|
|
57,583
|
|
|
51,041
|
|
|||
Restricted stock amortization
|
|
14,770
|
|
|
10,909
|
|
|
11,447
|
|
|||
Incentive compensation
|
|
9,376
|
|
|
11,543
|
|
|
12,478
|
|
|||
Other general and administrative expenses
|
|
65,007
|
|
|
56,692
|
|
|
44,928
|
|
|||
Total general and administrative
|
|
154,635
|
|
|
136,727
|
|
|
119,894
|
|
|||
Total selling, general and administrative
|
|
$
|
199,946
|
|
|
$
|
185,099
|
|
|
$
|
162,302
|
|
Percent of revenue
|
|
8.8
|
%
|
|
8.9
|
%
|
|
8.1
|
%
|
|
|
|
|
Years ended December 31,
|
2013
|
2012
|
2011
|
||||||
Impairment losses (gains) associated with our real estate investments, net
|
$
|
31,090
|
|
$
|
(3,093
|
)
|
$
|
1,452
|
|
Severance costs
|
—
|
|
—
|
|
471
|
|
|||
Impairment charges on assets
|
14,651
|
|
—
|
|
226
|
|
|||
Lease termination costs (gains), net of estimated sublease income
|
3,234
|
|
(635
|
)
|
32
|
|
|||
Total restructuring charges (gains)
|
48,975
|
|
(3,728
|
)
|
2,181
|
|
|||
Other impairment charges
|
3,164
|
|
—
|
|
—
|
|
|||
Total restructuring and impairment charges (gains), net
|
$
|
52,139
|
|
$
|
(3,728
|
)
|
$
|
2,181
|
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
|||
(in thousands)
|
|
|
|
|
|
|
|||
Gain on sales of property and equipment
|
|
12,130
|
|
|
27,447
|
|
|
15,789
|
|
|
|
|
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
1,785
|
|
|
$
|
2,626
|
|
|
$
|
2,878
|
|
Interest expense
|
|
(14,386
|
)
|
|
(10,603
|
)
|
|
(10,362
|
)
|
|||
Equity in income of affiliates
|
|
1,304
|
|
|
1,988
|
|
|
2,193
|
|
|||
Other income (expense), net
|
|
1,960
|
|
|
6,183
|
|
|
(4,545
|
)
|
|||
Total other (expense) income
|
|
$
|
(9,337
|
)
|
|
$
|
194
|
|
|
$
|
(9,836
|
)
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
(dollars in thousands)
|
|
|
|
|
|
|
||||||
(Benefit from) provision for income taxes
|
|
$
|
(19,263
|
)
|
|
$
|
21,109
|
|
|
$
|
23,348
|
|
Effective tax rate
|
|
30.1
|
%
|
|
26.1
|
%
|
|
26.1
|
%
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Amount attributable to non-controlling interests
|
|
$
|
8,343
|
|
|
$
|
(14,637
|
)
|
|
$
|
(14,924
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2013
|
|
2012
|
||||
(in thousands)
|
|
|
|
|
||||
Cash and cash equivalents excluding consolidated joint ventures
|
|
$
|
190,321
|
|
|
$
|
216,125
|
|
Consolidated construction joint venture cash and cash equivalents
1
|
|
38,800
|
|
|
105,865
|
|
||
Total consolidated cash and cash equivalents
|
|
229,121
|
|
|
321,990
|
|
||
Short-term and long-term marketable securities
2
|
|
117,202
|
|
|
111,430
|
|
||
Total cash, cash equivalents and marketable securities
|
|
$
|
346,323
|
|
|
$
|
433,420
|
|
|
|
|
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
5,380
|
|
|
$
|
91,790
|
|
|
$
|
92,345
|
|
Investing activities
|
|
(31,648
|
)
|
|
(42,554
|
)
|
|
(27,728
|
)
|
|||
Financing activities
|
|
(66,601
|
)
|
|
15,764
|
|
|
(59,649
|
)
|
|
|
|
|
|
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
|
$
|
278,115
|
|
$
|
1,247
|
|
$
|
156,787
|
|
$
|
80,052
|
|
$
|
40,029
|
|
Long-term debt - interest
1
|
57,252
|
|
14,167
|
|
28,410
|
|
12,229
|
|
2,446
|
|
|||||
Operating leases
2
|
38,269
|
|
8,231
|
|
12,759
|
|
7,130
|
|
10,149
|
|
|||||
Other purchase obligations
3
|
10,002
|
|
9,973
|
|
29
|
|
—
|
|
—
|
|
|||||
Deferred compensation obligations
4
|
23,630
|
|
4,521
|
|
5,187
|
|
3,682
|
|
10,240
|
|
|||||
Asset retirement obligations
5
|
29,138
|
|
9,817
|
|
2,473
|
|
1,037
|
|
15,811
|
|
|||||
Total
|
$
|
436,406
|
|
$
|
47,956
|
|
$
|
205,645
|
|
$
|
104,130
|
|
$
|
78,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
2015
|
2016
|
2017
|
2018
|
Thereafter
|
Total
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||||||||
Cash, cash equivalents, held-to-maturity investments
|
$
|
279,089
|
|
$
|
15,604
|
|
$
|
25,180
|
|
$
|
16,450
|
|
$
|
10,000
|
|
$
|
—
|
|
$
|
346,323
|
|
Weighted average interest rate
|
0.20
|
%
|
0.43
|
%
|
0.69
|
%
|
1.04
|
%
|
1.62
|
%
|
—
|
%
|
0.33
|
%
|
|||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt
|
|
|
|
|
|
|
|
||||||||||||||
Senior notes payable
|
$
|
—
|
|
$
|
40,000
|
|
$
|
40,000
|
|
$
|
40,000
|
|
$
|
40,000
|
|
$
|
40,000
|
|
$
|
200,000
|
|
Weighted average interest rate
|
6.11
|
%
|
6.11
|
%
|
6.11
|
%
|
6.11
|
%
|
6.11
|
%
|
6.11
|
%
|
6.11
|
%
|
|||||||
Variable rate debt
|
|
|
|
|
|
|
|
||||||||||||||
Credit Agreement loan
|
$
|
—
|
|
$
|
—
|
|
$
|
70,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
70,000
|
|
Weighted average interest rate
1
|
2.75
|
%
|
2.75
|
%
|
2.75
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
2.75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statements
|
Page
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
Consolidated Balance Sheets at December 31, 2013 and 2012
|
F-2
|
Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012 and 2011
|
F-3
|
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2013, 2012 and 2011
|
F-4
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011
|
F-5 to F-6
|
Notes to the Consolidated Financial Statements
|
F-7 to F-48
|
Quarterly Financial Data
|
F-49
|
Schedule
|
Page
|
Schedule II - Schedule of Valuation and Qualifying Accounts
|
S-1
|
|
|
|
|
|
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
|||||||||
CONSOLIDATED BALANCE SHEETS
|
|||||||||
(dollars in thousands, except share and per share data)
|
|||||||||
|
|
|
|
|
|
||||
December 31,
|
|
2013
|
|
2012
|
|
||||
ASSETS
|
|
|
|
|
|
||||
Current assets
|
|
|
|
|
|
||||
Cash and cash equivalents ($38,800 and $105,865 related to consolidated construction joint ventures (“CCJV”))
|
|
$
|
229,121
|
|
|
$
|
321,990
|
|
|
Short-term marketable securities
|
|
49,968
|
|
|
56,088
|
|
|
||
Receivables, net ($38,372 and $43,902 related to CCJVs)
|
|
313,598
|
|
|
325,529
|
|
|
||
Costs and estimated earnings in excess of billings
|
|
33,306
|
|
|
34,116
|
|
|
||
Inventories
|
|
62,474
|
|
|
59,785
|
|
|
||
Real estate held for development and sale
|
|
12,478
|
|
|
50,223
|
|
|
||
Deferred income taxes
|
|
55,874
|
|
|
36,687
|
|
|
||
Equity in construction joint ventures
|
|
162,673
|
|
|
105,805
|
|
|
||
Other current assets
|
|
30,711
|
|
|
31,834
|
|
|
||
Total current assets
|
|
950,203
|
|
|
1,022,057
|
|
|
||
Property and equipment, net ($22,216 and $41,114 related to CCJVs)
|
|
436,859
|
|
|
481,478
|
|
|
||
Long-term marketable securities
|
|
67,234
|
|
|
55,342
|
|
|
||
Investments in affiliates
|
|
32,480
|
|
|
30,799
|
|
|
||
Goodwill
|
|
53,799
|
|
|
55,419
|
|
|
||
Other noncurrent assets
|
|
76,580
|
|
|
84,392
|
|
|
||
Total assets
|
|
$
|
1,617,155
|
|
|
$
|
1,729,487
|
|
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
|
|
||
Current maturities of long-term debt
|
|
$
|
21
|
|
|
$
|
8,353
|
|
|
Current maturities of non-recourse debt
|
|
1,226
|
|
|
10,707
|
|
|
||
Accounts payable ($16,937 and $34,536 related to CCJVs)
|
|
160,706
|
|
|
202,541
|
|
|
||
Billings in excess of costs and estimated earnings ($60,185 and $72,490 related to CCJVs)
|
|
138,375
|
|
|
139,692
|
|
|
||
Accrued expenses and other current liabilities ($11,299 and $8,312 related to CCJVs)
|
|
197,242
|
|
|
169,979
|
|
|
||
Total current liabilities
|
|
497,570
|
|
|
531,272
|
|
|
||
Long-term debt
|
|
270,127
|
|
|
270,148
|
|
|
||
Long-term non-recourse debt
|
|
6,741
|
|
|
922
|
|
|
||
Other long-term liabilities
|
|
48,580
|
|
|
47,124
|
|
|
||
Deferred income taxes
|
|
7,793
|
|
|
8,163
|
|
|
||
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 38,917,728 shares as of December 31, 2013 and 38,730,665 shares as of December 31, 2012
|
|
389
|
|
|
387
|
|
|
||
Additional paid-in capital
|
|
126,449
|
|
|
117,422
|
|
|
||
Retained earnings
|
|
655,102
|
|
|
712,144
|
|
|
||
Total Granite Construction Incorporated shareholders’ equity
|
|
781,940
|
|
|
829,953
|
|
|
||
Non-controlling interests
|
|
4,404
|
|
|
41,905
|
|
|
||
Total equity
|
|
786,344
|
|
|
871,858
|
|
|
||
Total liabilities and equity
|
|
$
|
1,617,155
|
|
|
$
|
1,729,487
|
|
|
|
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||
(in thousands, except per share data)
|
||||||||||||
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Construction
|
|
$
|
1,251,197
|
|
|
$
|
984,106
|
|
|
$
|
1,043,614
|
|
Large Project Construction
|
|
777,811
|
|
|
863,217
|
|
|
725,043
|
|
|||
Construction Materials
|
|
237,752
|
|
|
230,642
|
|
|
220,583
|
|
|||
Real Estate
|
|
141
|
|
|
5,072
|
|
|
20,291
|
|
|||
Total revenue
|
|
2,266,901
|
|
|
2,083,037
|
|
|
2,009,531
|
|
|||
Cost of revenue
|
|
|
|
|
|
|
|
|||||
Construction
|
|
1,144,823
|
|
|
906,143
|
|
|
919,108
|
|
|||
Large Project Construction
|
|
706,003
|
|
|
714,799
|
|
|
620,935
|
|
|||
Construction Materials
|
|
230,799
|
|
|
223,070
|
|
|
203,942
|
|
|||
Real Estate
|
|
13
|
|
|
4,266
|
|
|
17,583
|
|
|||
Total cost of revenue
|
|
2,081,638
|
|
|
1,848,278
|
|
|
1,761,568
|
|
|||
Gross profit
|
|
185,263
|
|
|
234,759
|
|
|
247,963
|
|
|||
Selling, general and administrative expenses
|
|
199,946
|
|
|
185,099
|
|
|
162,302
|
|
|||
Restructuring and impairment charges (gains), net
|
|
52,139
|
|
|
(3,728
|
)
|
|
2,181
|
|
|||
Gain on sales of property and equipment
|
|
12,130
|
|
|
27,447
|
|
|
15,789
|
|
|||
Operating (loss) income
|
|
(54,692
|
)
|
|
80,835
|
|
|
99,269
|
|
|||
Other (expense) income
|
|
|
|
|
|
|
|
|||||
Interest income
|
|
1,785
|
|
|
2,626
|
|
|
2,878
|
|
|||
Interest expense
|
|
(14,386
|
)
|
|
(10,603
|
)
|
|
(10,362
|
)
|
|||
Equity in income of affiliates
|
|
1,304
|
|
|
1,988
|
|
|
2,193
|
|
|||
Other income (expense), net
|
|
1,960
|
|
|
6,183
|
|
|
(4,545
|
)
|
|||
Total other (expense) income
|
|
(9,337
|
)
|
|
194
|
|
|
(9,836
|
)
|
|||
(Loss) income before (benefit from) provision for income taxes
|
|
(64,029
|
)
|
|
81,029
|
|
|
89,433
|
|
|||
(Benefit from) provision for income taxes
|
|
(19,263
|
)
|
|
21,109
|
|
|
23,348
|
|
|||
Net (loss) income
|
|
(44,766
|
)
|
|
59,920
|
|
|
66,085
|
|
|||
Amount attributable to non-controlling interests
|
|
8,343
|
|
|
(14,637
|
)
|
|
(14,924
|
)
|
|||
Net (loss) income attributable to Granite Construction Incorporated
|
|
$
|
(36,423
|
)
|
|
$
|
45,283
|
|
|
$
|
51,161
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income per share attributable to common shareholders
(see Note 16)
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
(0.94
|
)
|
|
$
|
1.17
|
|
|
$
|
1.32
|
|
Diluted
|
|
$
|
(0.94
|
)
|
|
$
|
1.15
|
|
|
$
|
1.31
|
|
Weighted average shares of common stock
|
|
|
|
|
|
|
|
|||||
Basic
|
|
38,803
|
|
|
38,447
|
|
|
38,117
|
|
|||
Diluted
|
|
38,803
|
|
|
39,076
|
|
|
38,473
|
|
|||
Dividends per common share
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
||||||||||||||||||||
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
|
||||||||||||||||||||
(in thousands, except share data)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
|
Outstanding Shares
|
Common Stock
|
Additional Paid-in Capital
|
Retained Earnings
|
Total Granite Shareholders’ Equity
|
Non-controlling Interests
|
Total Equity
|
|||||||||||||
Balances at December 31, 2010
|
38,745,542
|
|
$
|
387
|
|
$
|
104,232
|
|
$
|
656,412
|
|
$
|
761,031
|
|
$
|
34,604
|
|
$
|
795,635
|
|
Net income
|
—
|
|
—
|
|
—
|
|
51,161
|
|
51,161
|
|
14,924
|
|
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 non-controlling 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
|
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
45,283
|
|
45,283
|
|
14,637
|
|
59,920
|
|
||||||
Stock units vested
|
191,285
|
|
2
|
|
(1
|
)
|
—
|
|
1
|
|
—
|
|
1
|
|
||||||
Amortized restricted stock
|
—
|
|
—
|
|
11,475
|
|
—
|
|
11,475
|
|
—
|
|
11,475
|
|
||||||
Purchase of common stock
|
(161,080
|
)
|
(2
|
)
|
(4,852
|
)
|
—
|
|
(4,854
|
)
|
—
|
|
(4,854
|
)
|
||||||
Cash dividends on common stock
|
—
|
|
—
|
|
—
|
|
(20,117
|
)
|
(20,117
|
)
|
—
|
|
(20,117
|
)
|
||||||
Net tax on stock-based compensation
|
—
|
|
—
|
|
(1,573
|
)
|
—
|
|
(1,573
|
)
|
—
|
|
(1,573
|
)
|
||||||
Non-controlling interest from acquisition
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
14,788
|
|
14,788
|
|
||||||
Transactions with non-controlling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(15,986
|
)
|
(15,986
|
)
|
||||||
Stock options exercised and other
|
17,689
|
|
—
|
|
859
|
|
(318
|
)
|
541
|
|
—
|
|
541
|
|
||||||
Balances at December 31, 2012
|
38,730,665
|
|
387
|
|
117,422
|
|
712,144
|
|
829,953
|
|
41,905
|
|
871,858
|
|
||||||
Net loss
|
—
|
|
—
|
|
—
|
|
(36,423
|
)
|
(36,423
|
)
|
(8,343
|
)
|
(44,766
|
)
|
||||||
Stock units vested
|
359,941
|
|
4
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortized restricted stock
|
—
|
|
—
|
|
13,443
|
|
—
|
|
13,443
|
|
—
|
|
13,443
|
|
||||||
Purchase of common stock
|
(197,313
|
)
|
(2
|
)
|
(5,900
|
)
|
—
|
|
(5,902
|
)
|
—
|
|
(5,902
|
)
|
||||||
Cash dividends on common stock
|
—
|
|
—
|
|
—
|
|
(20,210
|
)
|
(20,210
|
)
|
—
|
|
(20,210
|
)
|
||||||
Net tax on stock-based compensation
|
—
|
|
—
|
|
419
|
|
—
|
|
419
|
|
—
|
|
419
|
|
||||||
Transactions with non-controlling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(29,158
|
)
|
(29,158
|
)
|
||||||
Employee Stock Purchase Plan and other
|
24,435
|
|
—
|
|
1,069
|
|
(409
|
)
|
660
|
|
—
|
|
660
|
|
||||||
Balances at December 31, 2013
|
38,917,728
|
|
$
|
389
|
|
$
|
126,449
|
|
$
|
655,102
|
|
$
|
781,940
|
|
$
|
4,404
|
|
$
|
786,344
|
|
|
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
|||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
(
in thousands
)
|
|||||||||||
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2013
|
|
2012
|
2011
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(44,766
|
)
|
|
$
|
59,920
|
|
$
|
66,085
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|||||
Non-cash restructuring and impairment charges, net
|
|
44,734
|
|
|
145
|
|
6,745
|
|
|||
Depreciation, depletion and amortization
|
|
72,899
|
|
|
56,101
|
|
60,546
|
|
|||
Gain on sales of property and equipment
|
|
(12,130
|
)
|
|
(27,447
|
)
|
(15,789
|
)
|
|||
Change in deferred income tax
|
|
(19,557
|
)
|
|
6,013
|
|
8,566
|
|
|||
Stock-based compensation
|
|
13,443
|
|
|
11,475
|
|
12,155
|
|
|||
Equity in net income from unconsolidated joint ventures
|
|
(72,764
|
)
|
|
(101,747
|
)
|
(67,845
|
)
|
|||
Changes in assets and liabilities, net of the effects of acquisition in 2012:
|
|
|
|
|
|
|
|
||||
Receivables
|
|
12,236
|
|
|
9,415
|
|
(2,258
|
)
|
|||
Costs and estimated earnings in excess of billings, net
|
|
(507
|
)
|
|
2,780
|
|
(56,524
|
)
|
|||
Inventories
|
|
(2,689
|
)
|
|
(8,079
|
)
|
43
|
|
|||
Contributions to unconsolidated construction joint ventures
|
|
(40,758
|
)
|
|
(4,986
|
)
|
(800
|
)
|
|||
Distributions from unconsolidated construction joint ventures
|
|
110,347
|
|
|
92,474
|
|
35,598
|
|
|||
Other assets, net
|
|
3,961
|
|
|
8,898
|
|
(3,715
|
)
|
|||
Accounts payable
|
|
(34,048
|
)
|
|
(9,472
|
)
|
28,960
|
|
|||
Accrued expenses and other current liabilities, net
|
|
(25,021
|
)
|
|
(3,700
|
)
|
20,578
|
|
|||
Net cash provided by operating activities
|
|
5,380
|
|
|
91,790
|
|
92,345
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
||||
Purchases of marketable securities
|
|
(74,924
|
)
|
|
(124,596
|
)
|
(155,122
|
)
|
|||
Maturities of marketable securities
|
|
63,650
|
|
|
90,100
|
|
110,875
|
|
|||
Proceeds from sale of marketable securities
|
|
5,000
|
|
|
75,000
|
|
33,268
|
|
|||
Purchases of property and equipment
|
|
(43,682
|
)
|
|
(37,622
|
)
|
(45,035
|
)
|
|||
Proceeds from sales of property and equipment
|
|
25,759
|
|
|
34,392
|
|
27,959
|
|
|||
Acquisition of Kenny, net of cash acquired
|
|
(8,382
|
)
|
|
(79,640
|
)
|
—
|
|
|||
Other investing activities, net
|
|
931
|
|
|
(188
|
)
|
327
|
|
|||
Net cash used in investing activities
|
|
(31,648
|
)
|
|
(42,554
|
)
|
(27,728
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
||||
Proceeds from long-term debt
|
|
—
|
|
|
70,495
|
|
2,122
|
|
|||
Long-term debt principal payments
|
|
(12,148
|
)
|
|
(11,751
|
)
|
(16,907
|
)
|
|||
Cash dividends paid
|
|
(20,210
|
)
|
|
(20,117
|
)
|
(20,117
|
)
|
|||
Purchase of common stock
|
|
(5,896
|
)
|
|
(4,854
|
)
|
(4,029
|
)
|
|||
Contributions from non-controlling partners
|
|
5,117
|
|
|
107
|
|
519
|
|
|||
Distributions to non-controlling partners
|
|
(34,600
|
)
|
|
(16,093
|
)
|
(21,581
|
)
|
|||
Other financing activities, net
|
|
1,136
|
|
|
(2,023
|
)
|
344
|
|
|||
Net cash (used in) provided by financing activities
|
|
(66,601
|
)
|
|
15,764
|
|
(59,649
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(92,869
|
)
|
|
65,000
|
|
4,968
|
|
|||
Cash and cash equivalents at beginning of year
|
|
321,990
|
|
|
256,990
|
|
252,022
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
229,121
|
|
|
$
|
321,990
|
|
$
|
256,990
|
|
|
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
|||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
|
|||||||||||
(
in thousands
)
|
|||||||||||
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2013
|
|
2012
|
2011
|
||||||
Supplementary Information
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
|
$
|
14,622
|
|
|
$
|
11,484
|
|
$
|
16,239
|
|
Income taxes
|
|
4,119
|
|
|
24,616
|
|
24,783
|
|
|||
Other non-cash activities:
|
|
|
|
|
|
||||||
Performance guarantees
|
|
(23,765
|
)
|
|
6,528
|
|
(4,941
|
)
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Restricted stock/units issued, net of forfeitures (See Note 14)
|
|
$
|
13,775
|
|
|
$
|
14,175
|
|
$
|
6,874
|
|
Accrued cash dividends
|
|
5,059
|
|
|
5,035
|
|
5,028
|
|
|||
Debt payments out of escrow from sale of assets
|
|
—
|
|
|
1,109
|
|
14,447
|
|
|||
Debt extinguishment from joint venture interest assignment
|
|
—
|
|
|
18,612
|
|
—
|
|
|||
Debt payment from refinance
|
|
—
|
|
|
1,150
|
|
—
|
|
|
|
|
|
|
|
|
|
•
|
the completeness and accuracy of the original bid;
|
•
|
costs associated with 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);
|
•
|
continuing changes from original design on design/build projects;
|
•
|
the availability and skill level of workers in the geographic location of the project;
|
•
|
a change in the availability and proximity of equipment and materials; and
|
•
|
our ability to recover on unresolved contract modifications and claims.
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
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.
|
|
|
|
|
•
|
California Group Construction
|
•
|
Kenny Group Construction
|
•
|
Kenny Group Large Project Construction
|
•
|
Northwest Group Construction
|
•
|
Northwest Group Construction Materials
|
•
|
a significant adverse change in legal factors or in the business climate;
|
•
|
an adverse action or assessment by a regulator;
|
•
|
a more likely than not expectation that a segment or a significant portion thereof will be sold; or
|
•
|
the testing for recoverability of a significant asset group within the segment.
|
|
|
|
|
|
|
|
|
|
|
As Reported
|
Reclassifications
|
Adjusted
|
|
||||||
Year Ended December 31,
|
|
2012
|
|
||||||||
Equity in net income from unconsolidated joint ventures
|
|
$
|
—
|
|
$
|
(101,747
|
)
|
$
|
(101,747
|
)
|
|
Equity in construction joint ventures
|
|
2,446
|
|
(2,446
|
)
|
—
|
|
|
|||
Contributions to unconsolidated construction joint ventures
|
|
—
|
|
(4,986
|
)
|
(4,986
|
)
|
|
|||
Distributions from unconsolidated construction joint ventures
|
|
—
|
|
92,474
|
|
92,474
|
|
|
|||
Accrued expenses and other current liabilities, net
|
|
(20,405
|
)
|
16,705
|
|
(3,700
|
)
|
|
|||
Total
|
|
$
|
(17,959
|
)
|
$
|
—
|
|
$
|
(17,959
|
)
|
|
|
|
As Reported
|
Reclassifications
|
Adjusted
|
|
||||||
Years Ended December 31,
|
|
2011
|
|
||||||||
Equity in net income from unconsolidated joint ventures
|
|
$
|
—
|
|
$
|
(67,845
|
)
|
$
|
(67,845
|
)
|
|
Equity in construction joint ventures
|
|
(26,313
|
)
|
26,313
|
|
—
|
|
|
|||
Contributions to unconsolidated construction joint ventures
|
|
—
|
|
(800
|
)
|
(800
|
)
|
|
|||
Distributions from unconsolidated construction joint ventures
|
|
—
|
|
35,598
|
|
35,598
|
|
|
|||
Accrued expenses and other current liabilities, net
|
|
13,844
|
|
6,734
|
|
20,578
|
|
|
|||
Total
|
|
$
|
(12,469
|
)
|
$
|
—
|
|
$
|
(12,469
|
)
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|||
Number of projects with upward estimate changes
|
|
|
6
|
|
|
|
6
|
|
|
|
7
|
|
Range of increase in gross profit from each project, net
|
|
$
|
1.1 - 3.7
|
|
|
$
|
1.0 - 1.7
|
|
|
$
|
1.0 - 3.5
|
|
Increase on project profitability
|
|
$
|
16.1
|
|
|
$
|
8.1
|
|
|
$
|
13.6
|
|
Years Ended December 31,
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|||
Number of projects with downward estimate changes
|
|
|
5
|
|
|
|
9
|
|
|
|
4
|
|
Range of reduction in gross profit from each project, net
|
|
$
|
1.2 - 7.4
|
|
|
$
|
1.0 - 6.6
|
|
|
$
|
1.4 - 2.6
|
|
Decrease on project profitability
|
|
$
|
17.8
|
|
|
$
|
26.2
|
|
|
$
|
7.4
|
|
|
|
|
|
Years Ended December 31,
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|||
Number of projects with upward estimate changes
|
|
|
7
|
|
|
|
10
|
|
|
|
9
|
|
Range of increase in gross profit from each project, net
|
|
$
|
2.6 - 41.3
|
|
|
$
|
1.1 - 24.5
|
|
|
$
|
1.1 - 6.9
|
|
Increase on project profitability
|
|
$
|
77.5
|
|
|
$
|
92.0
|
|
|
$
|
28.3
|
|
Years Ended December 31,
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|||
Number of projects with downward estimate changes
|
|
|
5
|
|
|
|
1
|
|
|
|
5
|
|
Range of reduction in gross profit from each project, net
|
|
$
|
1.9 - 26.8
|
|
|
$
|
27.4
|
|
|
$
|
1.2 - 5.1
|
|
Decrease on project profitability
|
|
$
|
52.0
|
|
|
$
|
27.4
|
|
|
$
|
19.4
|
|
|
|
|
|
December 31,
|
|
2013
|
|
2012
|
||||
U.S. Government and agency obligations
|
|
$
|
10,000
|
|
|
$
|
7,375
|
|
Commercial paper
|
|
39,968
|
|
|
34,966
|
|
||
Municipal bonds
|
|
—
|
|
|
8,738
|
|
||
Corporate bonds
|
|
—
|
|
|
5,009
|
|
||
Total short-term marketable securities
|
|
49,968
|
|
|
56,088
|
|
||
U.S. Government and agency obligations
|
|
67,234
|
|
|
55,342
|
|
||
Total long-term marketable securities
|
|
67,234
|
|
|
55,342
|
|
||
Total marketable securities
|
|
$
|
117,202
|
|
|
$
|
111,430
|
|
December 31, 2013
|
|
||
Due within one year
|
$
|
49,968
|
|
Due in one to five years
|
67,234
|
|
|
Total
|
$
|
117,202
|
|
|
|
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||||
December 31, 2013
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
|
$
|
89,336
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89,336
|
|
Total assets
|
|
$
|
89,336
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89,336
|
|
December 31, 2012
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
|
$
|
201,542
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
201,542
|
|
Held-to-maturity commercial paper
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
||||
Total assets
|
|
$
|
206,542
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
206,542
|
|
December 31,
|
|
2013
|
|
2012
|
||||
Cash equivalents
|
|
$
|
89,336
|
|
|
$
|
206,542
|
|
Cash
|
|
139,785
|
|
|
115,448
|
|
||
Total cash and cash equivalents
|
|
$
|
229,121
|
|
|
$
|
321,990
|
|
|
|
|
|
December 31,
|
|
|
|
2013
|
|
2012
|
||||||||||||
|
|
Fair Value Hierarchy
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Held-to-maturity marketable securities
|
|
Level 1
|
|
$
|
117,202
|
|
|
$
|
116,915
|
|
|
$
|
111,430
|
|
|
$
|
111,525
|
|
Liabilities (including current maturities):
|
|
|
|
|
|
|
||||||||||||
Senior notes payable
1
|
|
Level 3
|
|
$
|
200,000
|
|
|
$
|
225,865
|
|
|
$
|
208,333
|
|
|
$
|
243,118
|
|
Credit Agreement loan
1
|
|
Level 3
|
|
70,000
|
|
|
69,601
|
|
|
70,000
|
|
|
70,444
|
|
•
|
Asset retirement obligations adjustments were
$2.3 million
,
$2.8 million
and
$0.9 million
, respectively. See Note 8 for further information.
|
•
|
Restructuring charges associated with our EIP were
$49.0 million
during the year ended
December 31, 2013
, of which
$31.1 million
, including
$3.9 million
attributable to non-controlling interests, related to real estate assets,
$14.7 million
related to non-performing quarry sites and
$3.2 million
related to lease termination charges. During the years ended
December 31, 2012
and
2011
, we recorded a
$3.7 million
restructuring gain and a
$2.2 million
restructuring charge, respectively, both primarily related to real estate assets. See Note 11 for further information.
|
•
|
Non-cash impairment charges were
$3.2 million
during both
2013
and
2012
and were
$0.0 million
during
2011
. During
2013
, the non-cash impairment charges were primarily associated with a nonperforming quarry site (see Note 11), and during
2012
and
2011
were primarily related to the write-off of our cost method investment in the preferred stock of a corporation that designs and manufactures power generation equipment (see Note 7).
|
|
|
|
|
December 31,
|
|
2013
|
|
2012
|
||||
Construction contracts:
|
|
|
|
|
||||
Completed and in progress
|
|
$
|
193,538
|
|
|
$
|
195,244
|
|
Retentions
|
|
73,103
|
|
|
93,800
|
|
||
Total construction contracts
|
|
266,641
|
|
|
289,044
|
|
||
Construction material sales
|
|
36,813
|
|
|
26,918
|
|
||
Other
|
|
12,657
|
|
|
12,316
|
|
||
Total gross receivables
|
|
316,111
|
|
|
328,278
|
|
||
Less: allowance for doubtful accounts
|
|
2,513
|
|
|
2,749
|
|
||
Total net receivables
|
|
$
|
313,598
|
|
|
$
|
325,529
|
|
|
|
|
|
December 31,
|
|
2013
|
|
2012
|
||||
Escrow
|
|
$
|
25,124
|
|
|
$
|
41,494
|
|
Non-escrow
|
|
47,979
|
|
|
52,306
|
|
||
Total retention receivables
|
|
$
|
73,103
|
|
|
$
|
93,800
|
|
•
|
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 low; 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,
|
|
2013
|
|
2012
|
||||
Federal
|
|
$
|
2,878
|
|
|
$
|
3,234
|
|
State
|
|
5,579
|
|
|
2,971
|
|
||
Local
|
|
31,122
|
|
|
31,559
|
|
||
Private
|
|
8,400
|
|
|
14,542
|
|
||
Total
|
|
$
|
47,979
|
|
|
$
|
52,306
|
|
December 31, 2013
|
|
Current
|
|
0 - 90 Days
Past Due
|
|
Over 90 Days
Past Due
|
|
Total
|
||||||||
Federal
|
|
$
|
2,843
|
|
|
$
|
13
|
|
|
$
|
22
|
|
|
$
|
2,878
|
|
State
|
|
4,919
|
|
|
326
|
|
|
334
|
|
|
5,579
|
|
||||
Local
|
|
24,705
|
|
|
1,024
|
|
|
5,393
|
|
|
31,122
|
|
||||
Private
|
|
6,817
|
|
|
287
|
|
|
1,296
|
|
|
8,400
|
|
||||
Total
|
|
$
|
39,284
|
|
|
$
|
1,650
|
|
|
$
|
7,045
|
|
|
$
|
47,979
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
|
$
|
3,116
|
|
|
$
|
72
|
|
|
$
|
46
|
|
|
$
|
3,234
|
|
State
|
|
2,148
|
|
|
502
|
|
|
321
|
|
|
2,971
|
|
||||
Local
|
|
25,743
|
|
|
1,082
|
|
|
4,734
|
|
|
31,559
|
|
||||
Private
|
|
13,310
|
|
|
716
|
|
|
516
|
|
|
14,542
|
|
||||
Total
|
|
$
|
44,317
|
|
|
$
|
2,372
|
|
|
$
|
5,617
|
|
|
$
|
52,306
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2013
|
|
2012
|
||||
Cash and cash equivalents
1
|
|
$
|
38,800
|
|
|
$
|
105,865
|
|
Receivables, net
|
|
38,372
|
|
|
43,902
|
|
||
Other current assets
|
|
4,778
|
|
|
4,008
|
|
||
Total current assets
|
|
81,950
|
|
|
153,775
|
|
||
Property and equipment, net
|
|
22,216
|
|
|
41,114
|
|
||
Noncurrent assets
|
|
—
|
|
|
1,700
|
|
||
Total assets
2
|
|
$
|
104,166
|
|
|
$
|
196,589
|
|
|
|
|
|
|
||||
Accounts payable
|
|
$
|
16,937
|
|
|
$
|
34,536
|
|
Billings in excess of costs and estimated earnings
1
|
|
60,185
|
|
|
72,490
|
|
||
Accrued expenses and other current liabilities
|
|
11,299
|
|
|
8,312
|
|
||
Total liabilities
2
|
|
$
|
88,421
|
|
|
$
|
115,338
|
|
|
|
|
|
December 31,
|
|
2013
|
|
2012
|
||||
Assets:
|
|
|
|
|
||||
Cash and cash equivalents
1
|
|
$
|
385,094
|
|
|
$
|
244,686
|
|
Other assets
|
|
523,827
|
|
|
301,412
|
|
||
Less partners’ interest
|
|
612,530
|
|
|
342,545
|
|
||
Granite’s interest
|
|
296,391
|
|
|
203,553
|
|
||
Liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
155,985
|
|
|
114,039
|
|
||
Billings in excess of costs and estimated earnings
1
|
|
245,341
|
|
|
161,268
|
|
||
Other liabilities
|
|
104,152
|
|
|
5,873
|
|
||
Less partners’ interest
|
|
371,760
|
|
|
183,432
|
|
||
Granite’s interest
|
|
133,718
|
|
|
97,748
|
|
||
Equity in construction joint ventures
|
|
$
|
162,673
|
|
|
$
|
105,805
|
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
1,391,190
|
|
|
$
|
1,042,209
|
|
|
$
|
938,867
|
|
Less partners’ interest
1
|
|
982,734
|
|
|
665,782
|
|
|
623,090
|
|
|||
Granite’s interest
|
|
408,456
|
|
|
376,427
|
|
|
315,777
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Total
|
|
1,107,533
|
|
|
785,079
|
|
|
765,446
|
|
|||
Less partners’ interest
1
|
|
772,670
|
|
|
511,840
|
|
|
519,340
|
|
|||
Granite’s interest
|
|
334,863
|
|
|
273,239
|
|
|
246,106
|
|
|||
Granite’s interest in gross profit
|
|
$
|
73,593
|
|
|
$
|
103,188
|
|
|
$
|
69,671
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2013
|
|
2012
|
||||
Equity method investments in real estate affiliates
|
|
$
|
21,392
|
|
|
$
|
19,775
|
|
Equity method investments in other affiliates
|
|
11,088
|
|
|
11,024
|
|
||
Total investments in affiliates
|
|
$
|
32,480
|
|
|
$
|
30,799
|
|
December 31,
|
|
2013
|
|
2012
|
||||
Current assets
|
|
$
|
25,807
|
|
|
$
|
85,354
|
|
Long-term assets
|
|
148,181
|
|
|
80,758
|
|
||
Total assets
|
|
173,988
|
|
|
166,112
|
|
||
Current liabilities
|
|
6,000
|
|
|
8,262
|
|
||
Long-term liabilities
|
|
68,544
|
|
|
65,744
|
|
||
Total Liabilities
|
|
74,544
|
|
|
74,006
|
|
||
Net assets
|
|
$
|
99,444
|
|
|
$
|
92,106
|
|
Granite’s share of net assets
|
|
$
|
32,480
|
|
|
$
|
30,799
|
|
Years Ended December 31,
|
2013
|
2012
|
2011
|
||||||
Revenue
|
$
|
42,563
|
|
$
|
52,342
|
|
$
|
48,983
|
|
Gross profit
|
3,487
|
|
13,254
|
|
10,654
|
|
|||
Income (loss) before taxes
|
(686
|
)
|
1,318
|
|
(399
|
)
|
|||
Net (loss) income
|
(686
|
)
|
1,318
|
|
(399
|
)
|
|||
Granite’s interest in affiliates’ net income
|
1,304
|
|
1,988
|
|
2,193
|
|
|
|
|
|
December 31,
|
|
2013
|
|
2012
|
||||
Equipment and vehicles
|
|
$
|
765,971
|
|
|
$
|
758,782
|
|
Quarry property
|
|
170,442
|
|
|
180,567
|
|
||
Land and land improvements
|
|
119,917
|
|
|
125,961
|
|
||
Buildings and leasehold improvements
|
|
83,494
|
|
|
83,245
|
|
||
Office furniture and equipment
|
|
70,156
|
|
|
67,743
|
|
||
Property and equipment
|
|
1,209,980
|
|
|
1,216,298
|
|
||
Less: accumulated depreciation and depletion
|
|
773,121
|
|
|
734,820
|
|
||
Property and equipment, net
|
|
$
|
436,859
|
|
|
$
|
481,478
|
|
Years Ended December 31,
|
2013
|
2012
|
||||
Beginning balance
|
$
|
26,576
|
|
$
|
23,208
|
|
Revisions to estimates
|
2,265
|
|
2,810
|
|
||
Liabilities incurred
|
83
|
|
154
|
|
||
Liabilities settled
|
(976
|
)
|
(885
|
)
|
||
Accretion
|
1,190
|
|
1,289
|
|
||
Ending balance
|
$
|
29,138
|
|
$
|
26,576
|
|
|
|
|
|
December 31,
|
|
2013
|
|
2012
|
||||
Construction
|
|
$
|
29,260
|
|
|
$
|
29,190
|
|
Large Project Construction
|
|
22,593
|
|
|
24,115
|
|
||
Construction Materials
|
|
1,946
|
|
|
2,114
|
|
||
Total goodwill
|
|
$
|
53,799
|
|
|
$
|
55,419
|
|
|
|
|
|
Accumulated
|
|
|
||||||
December 31, 2013
|
|
Gross Value
|
|
Amortization
|
|
Net Value
|
||||||
Permits
|
|
$
|
29,713
|
|
|
$
|
(11,992
|
)
|
|
$
|
17,721
|
|
Customer lists
|
|
4,398
|
|
|
(2,491
|
)
|
|
1,907
|
|
|||
Covenants not to compete
|
|
1,588
|
|
|
(1,552
|
)
|
|
36
|
|
|||
Acquired backlog
|
|
7,900
|
|
|
(6,835
|
)
|
|
1,065
|
|
|||
Trade name
|
|
4,100
|
|
|
(432
|
)
|
|
3,668
|
|
|||
Other
|
|
871
|
|
|
(856
|
)
|
|
15
|
|
|||
Total amortized intangible assets
|
|
$
|
48,570
|
|
|
$
|
(24,158
|
)
|
|
$
|
24,412
|
|
|
|
|
|
|
|
|
||||||
December 31, 2012
|
|
|
|
|
|
|
||||||
Permits
|
|
$
|
29,713
|
|
|
$
|
(10,869
|
)
|
|
$
|
18,844
|
|
Customer lists
|
|
4,698
|
|
|
(2,170
|
)
|
|
2,528
|
|
|||
Covenants not to compete
|
|
1,588
|
|
|
(1,546
|
)
|
|
42
|
|
|||
Acquired backlog
|
|
8,400
|
|
|
—
|
|
|
8,400
|
|
|||
Trade name
|
|
4,100
|
|
|
—
|
|
|
4,100
|
|
|||
Other
|
|
871
|
|
|
(734
|
)
|
|
137
|
|
|||
Total amortized intangible assets
|
|
$
|
49,370
|
|
|
$
|
(15,319
|
)
|
|
$
|
34,051
|
|
|
|
|
|
December 31,
|
2013
|
2012
|
||||
Payroll and related employee benefits
|
$
|
34,676
|
|
$
|
42,364
|
|
Accrued insurance
|
49,073
|
|
39,868
|
|
||
Performance guarantees
|
54,488
|
|
30,727
|
|
||
Loss job reserves
|
12,130
|
|
11,605
|
|
||
Other
|
46,875
|
|
45,415
|
|
||
Total
|
$
|
197,242
|
|
$
|
169,979
|
|
Years ended December 31,
|
2013
|
2012
|
2011
|
||||||
Impairment losses (gains) associated with our real estate investments, net
|
$
|
31,090
|
|
$
|
(3,093
|
)
|
$
|
1,452
|
|
Severance costs
|
—
|
|
—
|
|
471
|
|
|||
Impairment charges on assets
|
14,651
|
|
—
|
|
226
|
|
|||
Lease termination costs (gains), net of estimated sublease income
|
3,234
|
|
(635
|
)
|
32
|
|
|||
Total restructuring charges (gains)
|
48,975
|
|
(3,728
|
)
|
2,181
|
|
|||
Other impairment charges
|
3,164
|
|
—
|
|
—
|
|
|||
Total restructuring and impairment charges (gains), net
|
$
|
52,139
|
|
$
|
(3,728
|
)
|
$
|
2,181
|
|
|
|
|
|
December 31,
|
2013
|
2012
|
||||
Senior notes payable
|
$
|
200,000
|
|
$
|
208,333
|
|
Credit Agreement loan
|
70,000
|
|
70,000
|
|
||
Mortgages payable
|
7,967
|
|
11,629
|
|
||
Other notes payable
|
148
|
|
168
|
|
||
Total debt
|
278,115
|
|
290,130
|
|
||
Less current maturities
|
1,247
|
|
19,060
|
|
||
Total long-term debt
|
$
|
276,868
|
|
$
|
271,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
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.
|
|
|
|
|
|
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
|
2013
|
2012
|
2013
|
2012
|
2011
|
||||||||||
Locals 302 and 612 Operating Engineers-Employers Retirement Fund
|
91-6028571
|
Green
|
Green
|
No
|
$
|
3,260
|
|
$
|
2,368
|
|
$
|
2,386
|
|
No
|
5/31/2015
|
Operating Engineers Pension Trust Fund
|
95-6032478
|
Red
|
Red
|
Yes
|
2,768
|
|
2,285
|
|
2,099
|
|
No
|
6/30/2016
|
|||
Pension Trust Fund for Operating Engineers Pension Plan
|
94-6090764
|
Orange
|
Orange
|
Yes
|
8,193
|
|
8,030
|
|
7,296
|
|
No
|
6/30/2016
|
|||
Laborers Pension Trust Fund for Northern California
|
94-6277608
|
Yellow
|
Yellow
|
Yes
|
2,500
|
|
2,320
|
|
1,950
|
|
No
|
6/30/2015
|
|||
All other funds (60)
|
|
|
|
|
10,444
|
|
7,720
|
|
8,238
|
|
|
|
|||
|
|
|
Total Contributions:
|
$
|
27,165
|
|
$
|
22,723
|
|
$
|
21,969
|
|
|
|
|
|
|
|
Years Ended December 31,
|
2013
|
2012
|
2011
|
||||||||||||
|
RSUs
|
Weighted-Average Grant-Date Fair Value per RSU
|
RSUs
|
Weighted-Average Grant-Date Fair Value per RSU
|
RSUs
|
Weighted-Average Grant-Date Fair Value per RSU
|
|||||||||
Outstanding, beginning balance
|
665
|
|
$
|
27.74
|
|
346
|
|
$
|
25.64
|
|
144
|
|
$
|
23.54
|
|
Granted
|
506
|
|
31.12
|
|
533
|
|
28.99
|
|
271
|
|
26.94
|
|
|||
Vested
|
(337
|
)
|
28.52
|
|
(175
|
)
|
26.87
|
|
(64
|
)
|
26.44
|
|
|||
Forfeited
|
(65
|
)
|
29.97
|
|
(39
|
)
|
27.95
|
|
(5
|
)
|
25.94
|
|
|||
Outstanding, ending balance
|
769
|
|
$
|
29.49
|
|
665
|
|
$
|
27.74
|
|
346
|
|
$
|
25.64
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
|||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|||
Weighted average common stock outstanding
|
|
38,803
|
|
|
38,689
|
|
|
38,677
|
|
Less: weighted average unvested restricted stock outstanding
|
|
—
|
|
|
242
|
|
|
560
|
|
Total basic weighted average shares outstanding
|
|
38,803
|
|
|
38,447
|
|
|
38,117
|
|
Diluted weighted average shares outstanding:
|
|
|
|
|
|
|
|||
Weighted average common stock outstanding, basic
|
|
38,803
|
|
|
38,447
|
|
|
38,117
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|||
Common stock options and restricted stock units
1
|
|
—
|
|
|
629
|
|
|
356
|
|
Total weighted average shares outstanding assuming dilution
|
|
38,803
|
|
|
39,076
|
|
|
38,473
|
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
Basic
|
|
|
|
|
|
|
|
|||||
Numerator:
|
|
|
|
|
|
|
|
|||||
Net (loss) income attributable to Granite
|
|
$
|
(36,423
|
)
|
|
$
|
45,283
|
|
|
$
|
51,161
|
|
Less: net income allocated to participating securities
|
|
—
|
|
|
283
|
|
|
738
|
|
|||
Net (loss) income allocated to common shareholders for basic calculation
|
|
$
|
(36,423
|
)
|
|
$
|
45,000
|
|
|
$
|
50,423
|
|
Denominator:
|
|
|
|
|
|
|
|
|||||
Weighted average common shares outstanding, basic
|
|
38,803
|
|
|
38,447
|
|
|
38,117
|
|
|||
Net (loss) income per share, basic
|
|
$
|
(0.94
|
)
|
|
$
|
1.17
|
|
|
$
|
1.32
|
|
|
|
|
|
|
|
|
||||||
Diluted
|
|
|
|
|
|
|
|
|||||
Numerator:
|
|
|
|
|
|
|
|
|||||
Net (loss) income attributable to Granite
|
|
$
|
(36,423
|
)
|
|
$
|
45,283
|
|
|
$
|
51,161
|
|
Less: net income allocated to participating securities
|
|
—
|
|
|
279
|
|
|
732
|
|
|||
Net (loss) income allocated to common shareholders for diluted calculation
|
|
$
|
(36,423
|
)
|
|
$
|
45,004
|
|
|
$
|
50,429
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
|
|||||
Weighted average common shares outstanding, diluted
|
|
38,803
|
|
|
39,076
|
|
|
38,473
|
|
|||
Net (loss) income per share, diluted
|
|
$
|
(0.94
|
)
|
|
$
|
1.15
|
|
|
$
|
1.31
|
|
|
|
|
|
Years Ended December 31,
|
2013
|
2012
|
2011
|
||||||
Federal:
|
|
|
|
||||||
Current
|
$
|
(1,298
|
)
|
$
|
10,410
|
|
$
|
11,136
|
|
Deferred
|
(18,606
|
)
|
9,518
|
|
7,914
|
|
|||
Total federal
|
(19,904
|
)
|
19,928
|
|
19,050
|
|
|||
State:
|
|
|
|
|
|||||
Current
|
1,592
|
|
4,689
|
|
2,952
|
|
|||
Deferred
|
(951
|
)
|
(3,508
|
)
|
1,346
|
|
|||
Total state
|
641
|
|
1,181
|
|
4,298
|
|
|||
Total (benefit from) provision for income taxes
|
$
|
(19,263
|
)
|
$
|
21,109
|
|
$
|
23,348
|
|
Years Ended December 31,
|
2013
|
2012
|
2011
|
||||||||||||
Federal statutory tax
|
$
|
(22,411
|
)
|
35.0
|
%
|
$
|
28,360
|
|
35.0
|
%
|
$
|
31,301
|
|
35.0
|
%
|
State taxes, net of federal tax benefit
|
101
|
|
(0.2
|
)
|
5,299
|
|
6.5
|
|
3,497
|
|
3.9
|
|
|||
Valuation allowance release
|
—
|
|
—
|
|
(5,803
|
)
|
(7.2
|
)
|
—
|
|
—
|
|
|||
Percentage depletion deduction
|
(787
|
)
|
1.2
|
|
(1,422
|
)
|
(1.8
|
)
|
(1,254
|
)
|
(1.4
|
)
|
|||
Domestic production deduction
|
(27
|
)
|
0.1
|
|
(1,367
|
)
|
(1.7
|
)
|
(1,604
|
)
|
(1.8
|
)
|
|||
Non-controlling interests
|
2,920
|
|
(4.6
|
)
|
(5,124
|
)
|
(6.3
|
)
|
(5,223
|
)
|
(5.8
|
)
|
|||
Settlements and effective settlements of audit issues
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,348
|
)
|
(2.6
|
)
|
|||
Nondeductible expenses
|
2,384
|
|
(3.7
|
)
|
1,918
|
|
2.4
|
|
1,000
|
|
1.1
|
|
|||
Other
|
(1,443
|
)
|
2.3
|
|
(752
|
)
|
(0.8
|
)
|
(2,021
|
)
|
(2.3
|
)
|
|||
Total
|
$
|
(19,263
|
)
|
30.1
|
%
|
$
|
21,109
|
|
26.1
|
%
|
$
|
23,348
|
|
26.1
|
%
|
|
|
|
|
December 31,
|
2013
|
2012
|
||||
Deferred tax assets:
|
|
|
|
|||
Receivables
|
$
|
2,870
|
|
$
|
2,876
|
|
Inventory
|
4,637
|
|
5,611
|
|
||
Insurance
|
10,813
|
|
10,476
|
|
||
Deferred compensation
|
13,372
|
|
14,055
|
|
||
Other accrued liabilities
|
6,739
|
|
7,184
|
|
||
Contract income recognition
|
11,503
|
|
4,171
|
|
||
Impairments on real estate investments
|
14,313
|
|
5,002
|
|
||
Accrued compensation
|
7,206
|
|
6,064
|
|
||
Other
|
420
|
|
416
|
|
||
Net operating loss carryforward
|
4,439
|
|
8,359
|
|
||
Valuation allowance
|
(3,731
|
)
|
(5,242
|
)
|
||
Total deferred tax assets
|
72,581
|
|
58,972
|
|
||
Deferred tax liabilities:
|
|
|
||||
Property and equipment
|
24,500
|
|
30,448
|
|
||
Total deferred tax liabilities
|
24,500
|
|
30,448
|
|
||
Net deferred tax assets
|
$
|
48,081
|
|
$
|
28,524
|
|
December 31,
|
2013
|
2012
|
||||
Current deferred tax assets, net
|
$
|
55,874
|
|
$
|
36,687
|
|
Long-term deferred tax liabilities, net
|
7,793
|
|
8,163
|
|
||
Net deferred tax assets
|
$
|
48,081
|
|
$
|
28,524
|
|
|
|
|
|
December 31,
|
2013
|
2012
|
2011
|
||||||
Beginning balance
|
$
|
5,242
|
|
$
|
10,668
|
|
$
|
13,111
|
|
Deductions
|
(1,511
|
)
|
(5,426
|
)
|
(2,443
|
)
|
|||
Ending balance
|
$
|
3,731
|
|
$
|
5,242
|
|
$
|
10,668
|
|
December 31,
|
2013
|
2012
|
2011
|
||||||
Beginning balance
|
$
|
2,315
|
|
$
|
2,339
|
|
$
|
5,650
|
|
Gross increases – current period tax positions
|
363
|
|
1,017
|
|
1,726
|
|
|||
Gross decreases – current period tax positions
|
(638
|
)
|
(800
|
)
|
(1,420
|
)
|
|||
Gross increases – prior period tax positions
|
508
|
|
4
|
|
1,485
|
|
|||
Gross decreases – prior period tax positions
|
(2
|
)
|
(245
|
)
|
(1,467
|
)
|
|||
Settlements with taxing authorities/lapse of statute of limitations
|
(315
|
)
|
—
|
|
(3,635
|
)
|
|||
Ending balance
|
$
|
2,231
|
|
$
|
2,315
|
|
$
|
2,339
|
|
|
|
|
|
Years Ending December 31,
|
|
|
|
2014
|
$
|
8,231
|
|
2015
|
6,893
|
|
|
2016
|
5,866
|
|
|
2017
|
4,419
|
|
|
2018
|
2,711
|
|
|
Later years (through 2099)
|
10,149
|
|
|
Total
|
$
|
38,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Construction
|
|
Large Project Construction
|
|
Construction Materials
|
|
Real Estate
|
|
Total
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total revenue from reportable segments
|
|
$
|
1,251,197
|
|
|
$
|
777,811
|
|
|
$
|
372,141
|
|
|
$
|
141
|
|
|
$
|
2,401,290
|
|
Elimination of intersegment revenue
|
|
—
|
|
|
—
|
|
|
(134,389
|
)
|
|
—
|
|
|
(134,389
|
)
|
|||||
Revenue from external customers
|
|
1,251,197
|
|
|
777,811
|
|
|
237,752
|
|
|
141
|
|
|
2,266,901
|
|
|||||
Gross profit
|
|
106,374
|
|
|
71,808
|
|
|
6,953
|
|
|
128
|
|
|
185,263
|
|
|||||
Depreciation, depletion and amortization
|
|
26,228
|
|
|
11,679
|
|
|
22,945
|
|
|
—
|
|
|
60,852
|
|
|||||
Segment assets
|
|
148,459
|
|
|
222,584
|
|
|
313,578
|
|
|
12,478
|
|
|
697,099
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenue from reportable segments
|
|
$
|
984,106
|
|
|
$
|
863,217
|
|
|
$
|
410,033
|
|
|
$
|
5,072
|
|
|
$
|
2,262,428
|
|
Elimination of intersegment revenue
|
|
—
|
|
|
—
|
|
|
(179,391
|
)
|
|
—
|
|
|
(179,391
|
)
|
|||||
Revenue from external customers
|
|
984,106
|
|
|
863,217
|
|
|
230,642
|
|
|
5,072
|
|
|
2,083,037
|
|
|||||
Gross profit
|
|
77,963
|
|
|
148,418
|
|
|
7,572
|
|
|
806
|
|
|
234,759
|
|
|||||
Depreciation, depletion and amortization
|
|
13,225
|
|
|
4,527
|
|
|
28,490
|
|
|
—
|
|
|
46,242
|
|
|||||
Segment assets
|
|
163,287
|
|
|
173,142
|
|
|
347,869
|
|
|
50,223
|
|
|
734,521
|
|
|||||
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
|
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
Total gross profit from reportable segments
|
|
$
|
185,263
|
|
|
$
|
234,759
|
|
|
$
|
247,963
|
|
Selling, general and administrative expenses
|
|
199,946
|
|
|
185,099
|
|
|
162,302
|
|
|||
Restructuring and impairment charges (gains), net
|
|
52,139
|
|
|
(3,728
|
)
|
|
2,181
|
|
|||
Gain on sales of property and equipment
|
|
12,130
|
|
|
27,447
|
|
|
15,789
|
|
|||
Other (expense) income, net
|
|
(9,337
|
)
|
|
194
|
|
|
(9,836
|
)
|
|||
(Loss) income before (benefit from) provision for income taxes
|
|
$
|
(64,029
|
)
|
|
$
|
81,029
|
|
|
$
|
89,433
|
|
December 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
Total assets for reportable segments
|
|
$
|
697,099
|
|
|
$
|
734,521
|
|
|
$
|
649,890
|
|
Assets not allocated to segments:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
229,121
|
|
|
321,990
|
|
|
256,990
|
|
|||
Short-term and long-term marketable securities
|
|
117,202
|
|
|
111,430
|
|
|
149,658
|
|
|||
Receivables, net
|
|
313,598
|
|
|
325,529
|
|
|
251,838
|
|
|||
Deferred income taxes
|
|
55,874
|
|
|
36,687
|
|
|
38,571
|
|
|||
Other current assets
|
|
65,674
|
|
|
67,726
|
|
|
76,074
|
|
|||
Property and equipment, net
|
|
54,330
|
|
|
50,857
|
|
|
46,180
|
|
|||
Other noncurrent assets
|
|
84,257
|
|
|
80,747
|
|
|
78,598
|
|
|||
Consolidated total assets
|
|
$
|
1,617,155
|
|
|
$
|
1,729,487
|
|
|
$
|
1,547,799
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
53,185
|
|
|
Receivables
|
|
88,725
|
|
|
|
Costs and estimated earnings in excess of billings
|
|
444
|
|
|
|
Inventories
|
|
731
|
|
|
|
Equity in construction joint ventures
|
|
7,803
|
|
|
|
Other current assets
|
|
6,039
|
|
|
|
Property and equipment, net
|
|
51,909
|
|
|
|
Identifiable intangible assets:
|
|
|
|
||
Acquired backlog
|
|
7,900
|
|
|
|
Customer relationships
|
|
2,200
|
|
|
|
Trade name
|
|
4,100
|
|
|
|
Total amount allocated to identifiable intangible assets
|
|
14,200
|
|
|
|
Accounts payable
|
|
43,591
|
|
|
|
Billings in excess of costs and estimated earnings
|
|
50,098
|
|
|
|
Accrued expenses and other current liabilities
|
|
16,806
|
|
|
|
Non-controlling interests
|
|
15,326
|
|
|
|
Total identifiable net assets acquired
|
|
97,215
|
|
|
|
Goodwill
|
|
43,899
|
|
|
|
Total purchase price
|
|
$
|
141,114
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2013
|
||
Cost of revenue - Construction
|
|
$
|
6,400
|
|
Cost of revenue - Large Project Construction
|
|
435
|
|
|
Selling, general and administrative expenses
|
|
725
|
|
|
Total
|
|
$
|
7,560
|
|
Years Ended December 31,
|
2012
|
2011
|
||||
Revenue
|
$
|
2,388,790
|
|
$
|
2,289,043
|
|
Net income including non-controlling interests
|
82,914
|
|
$
|
78,344
|
|
|
Net income attributable to Granite
|
58,225
|
|
$
|
55,993
|
|
|
Basic net income per share
|
1.50
|
|
$
|
1.46
|
|
|
Diluted net income per share
|
1.48
|
|
$
|
1.45
|
|
|
|
|
|
QUARTERLY FINANCIAL DATA
|
|
|
|
|
|
|
||||||
(unaudited - dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
||||
2013 Quarters Ended
|
December 31,
|
September 30,
2
|
June 30,
3
|
March 31,
|
||||||||
Revenue
|
$
|
598,099
|
|
$
|
739,750
|
|
$
|
550,348
|
|
$
|
378,704
|
|
Gross profit
|
49,751
|
|
55,858
|
|
49,596
|
|
30,058
|
|
||||
As a percent of revenue
|
8.3
|
%
|
7.6
|
%
|
9.0
|
%
|
7.9
|
%
|
||||
Net (loss) income
1
|
$
|
(33,255
|
)
|
$
|
6,533
|
|
$
|
1,782
|
|
$
|
(19,826
|
)
|
As a percent of revenue
|
(5.6
|
)%
|
0.9
|
%
|
0.3
|
%
|
-5.2
|
%
|
||||
Net (loss) income attributable to Granite
|
$
|
(28,898
|
)
|
$
|
13,038
|
|
$
|
1,419
|
|
$
|
(21,982
|
)
|
As a percent of revenue
|
(4.8
|
)%
|
1.8
|
%
|
0.3
|
%
|
-5.8
|
%
|
||||
Net (loss) income per share attributable to
common shareholders:
|
|
|
|
|
||||||||
Basic
|
$
|
(0.74
|
)
|
$
|
0.34
|
|
$
|
0.04
|
|
$
|
(0.57
|
)
|
Diluted
|
$
|
(0.74
|
)
|
$
|
0.34
|
|
$
|
0.04
|
|
$
|
(0.57
|
)
|
|
|
|
|
2012 Quarters Ended
|
December 31,
|
September 30,
|
June 30,
|
March 31,
|
||||||||
Revenue
|
$
|
504,781
|
|
$
|
728,482
|
|
$
|
539,615
|
|
$
|
310,160
|
|
Gross profit
|
56,808
|
|
101,099
|
|
51,916
|
|
24,936
|
|
||||
As a percent of revenue
|
11.3
|
%
|
13.9
|
%
|
9.6
|
%
|
8.0
|
%
|
||||
Net income (loss)
1
|
$
|
18,374
|
|
$
|
45,746
|
|
$
|
4,487
|
|
$
|
(8,687
|
)
|
As a percent of revenue
|
3.6
|
%
|
6.3
|
%
|
0.8
|
%
|
-2.8
|
%
|
||||
Net income (loss) attributable to Granite
|
$
|
17,987
|
|
$
|
37,121
|
|
$
|
1,949
|
|
$
|
(11,773
|
)
|
As a percent of revenue
|
3.6
|
%
|
5.1
|
%
|
0.4
|
%
|
-3.8
|
%
|
||||
Net income (loss) per share attributable to
common shareholders:
|
|
|
|
|
||||||||
Basic
|
$
|
0.46
|
|
$
|
0.96
|
|
$
|
0.05
|
|
$
|
(0.31
|
)
|
Diluted
|
$
|
0.46
|
|
$
|
0.94
|
|
$
|
0.05
|
|
$
|
(0.31
|
)
|
|
|
|
|
|
GRANITE CONSTRUCTION INCORPORATED
|
|
|
|
|
|
By: /s/ Laurel J. Krzeminski
|
|
|
Laurel J. Krzeminski
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
/s/ James H. Roberts
|
|
James H. Roberts, President and Chief Executive 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/ Gaddi Vasquez
|
|
Gaddi Vasquez, Director
|
|
|
|
Description
|
Balance at Beginning of Year
|
Charged to Expenses or Other Accounts, Net
|
Deductions and Adjustments
1
|
Balance at End of Year
|
||||
YEAR ENDED DECEMBER 31, 2013
|
|
|
|
|
||||
Allowance for doubtful accounts
|
2,749
|
|
944
|
|
(1,180
|
)
|
2,513
|
|
YEAR ENDED DECEMBER 31, 2012
|
|
|
|
|
||||
Allowance for doubtful accounts
|
2,880
|
|
135
|
|
(266
|
)
|
2,749
|
|
YEAR ENDED DECEMBER 31, 2011
|
|
|
|
|
||||
Allowance for doubtful accounts
|
3,297
|
|
—
|
|
(417
|
)
|
2,880
|
|
Exhibit No.
|
|
Exhibit Description
|
2.1
|
*
|
Stock Purchase Agreement, dated December 28, 2012, by and between Granite Construction Incorporated and Kenny Industries, Inc. [Exhibit 2.1 to the Company’s Form 8-K filed on January 4, 2013]
|
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
|
*
|
Amended and Restated Credit Agreement, dated October 11, 2012, by and among Granite Construction Incorporated, Granite Construction Company, GILC Incorporated, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer. [Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2012]
|
10.3.a
|
*
|
Amended and Restated Security Agreement, dated October 11, 2012, by and among Granite Construction Incorporated, Granite Construction Company, GILC Incorporated, the guarantors party thereto and Bank of America, N.A., as Collateral Agent. [Exhibit 10.2 to the Company’s Form 8-K filed on October 16, 2012]
|
10.4
|
*
|
Amended and Restated Securities Pledge Agreement, dated October 11, 2012, by and among Granite Construction Incorporated, Granite Construction Company, GILC Incorporated, the guarantors party thereto and Bank of America, N.A., as Collateral Agent. [Exhibit 10.3 to the Company’s Form 8-K filed on October 16, 2012]
|
10.5
|
*
|
Amended and Restated Guaranty Agreement, dated October 11, 2012, by and among Granite Construction Incorporated, the guarantors party thereto and Bank of America, N.A., as Administrative Agent. [Exhibit 10.4 to the Company’s Form 8-K filed on October 16, 2012]
|
10.6
|
*
|
Intercreditor and Collateral Agency Agreement, dated October 11, 2012, by and among Granite Construction Incorporated, for itself and on behalf of certain of its subsidiaries, Bank of America, N.A., as Collateral Agent and the secured creditors party thereto. [Exhibit 10.5 to the Company’s Form 8-K filed on October 16, 2012]
|
10.7
|
*
|
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]
|
10.8
|
*
|
First Amendment to the Note Purchase Agreement, dated October 11, 2012, between Granite Construction Incorporated and the holders of the 2019 Notes party thereto. [Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended September 30, 2012]
|
10.9
|
*
|
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 December 12, 2007 [Exhibit 10.10 to the Company’s Form 10-K for year ended December 31, 2007]
|
10.10
|
*
|
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]
|
10.11
|
*
|
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]
|
10.12
|
*
|
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]
|
Exhibit No.
|
|
Exhibit Description
|
10.13
|
*
|
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]
|
10.14
|
*
|
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]
|
10.15
|
*
**
|
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]
|
10.16
|
*
**
|
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]
|
10.17
|
*
**
|
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]
|
10.18
|
*
**
|
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]
|
10.19
|
*
**
|
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]
|
10.20
|
*
**
|
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]
|
10.21
|
*
**
|
Granite Construction Incorporated Annual Incentive Plan effective January 1, 2010, as amended [Exhibit 10.25 to the Company’s Form 10-K for the year ended December 31, 2011]
|
10.22
|
*
**
|
Amendment No. 2 to the Granite Construction Incorporated Annual Incentive Plan effective January 1, 2012 [Exhibit 10.25 to the Company’s Form 10-K for the year ended December 31, 2011]
|
10.23
|
*
**
|
Granite Construction Incorporated Long Term Incentive Plan effective January 1, 2010, as amended [Exhibit 10.25 to the Company’s Form 10-K for the year ended December 31, 2011]
|
10.24
|
*
**
|
Amendment No. 2 to the Granite Construction Incorporated Long Term Incentive Plan effective January 1, 2012 [Exhibit 10.25 to the Company’s Form 10-K for the year ended December 31, 2011]
|
10.25
|
*
**
|
Granite Construction Incorporated 2012 Equity Incentive Plan [Exhibit 10.1 to the Company’s Form 8-K filed on May 25, 2012]
|
10.26
|
*
**
|
Form of Non-Employee Director Restricted Stock Unit Agreement effective May 22, 2012 [Exhibit 10.2 to the Company’s Form 8-K filed on May 25, 2012]
|
10.27
|
*
**
|
Granite Construction Incorporated NEO LTIP Awards Form of Restricted Stock Unit Agreement (Vesting on Date of Grant) [Exhibit 10.30 to the Company's Form 10-K for the year ended December 31, 2012]
|
10.28
|
*
**
|
Granite Construction Incorporated NEO LTIP Awards Form of Restricted Stock Unit Agreement (3 Year Vesting Schedule) [Exhibit 10.31 to the Company's Form 10-K for the year ended December 31, 2012]
|
10.29
|
*
|
Waiver to Amended and Restated Credit Agreement, dated as of December 24, 2013, among Granite Construction Incorporated, Granite Construction Company, GILC Incorporated, as borrowers, certain subsidiaries of Granite Construction Incorporated that are guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer [Exhibit 10.1 to the Company’s Form 8-K filed on December 31, 2013]
|
10.30
|
*
|
Temporary Waiver and Agreement, dated as of December 24, 2013, among Granite Construction Incorporated, certain of its subsidiaries that are guarantors and the holders of it senior notes due 2019 party thereto [Exhibit 10.2 to the Company’s Form 8-K filed on December 31, 2013]
|
10.31
|
†
|
|
10.32
|
†
|
|
21
|
†
|
Exhibit No.
|
|
Exhibit Description
|
23.1
|
†
|
|
31.1
|
†
|
|
31.2
|
†
|
|
32
|
††
|
|
95
|
†
|
|
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 |
---|