0001157523-16-004734.txt : 20160225 0001157523-16-004734.hdr.sgml : 20160225 20160225081643 ACCESSION NUMBER: 0001157523-16-004734 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160225 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160225 DATE AS OF CHANGE: 20160225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRANITE CONSTRUCTION INC CENTRAL INDEX KEY: 0000861459 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 770239383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12911 FILM NUMBER: 161453937 BUSINESS ADDRESS: STREET 1: 585 WEST BEACH ST CITY: WATSONVILLE STATE: CA ZIP: 95076 BUSINESS PHONE: 8317241011 MAIL ADDRESS: STREET 1: 585 WEST BEACH ST CITY: WATSONVILLE STATE: CA ZIP: 95076 8-K 1 a51287004.htm GRANITE CONSTRUCTION INC. 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549



FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of report (Date of earliest event reported): February 25, 2016


GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in Charter)

Delaware

1-12911

77-0239383

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

585 West Beach Street
Watsonville, California 95076

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (831) 724-1011




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02.         Results of Operations and Financial Condition.

On February 25, 2016, the Company issued a press release with respect to its earnings for the quarter and year ended December 31, 2015, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.  

The press release referred to above contains non-GAAP financial measures of EBITDA and Consolidated EBITDA Margin.  Management believes the non-GAAP measures of EBITDA and Consolidated EBITDA Margin are useful in evaluating operating performance and are regularly used by securities analysts, institutional investors and other interested parties, and that such supplemental measures facilitate comparisons between companies that have different capital and financing structures and/or tax rates.  However, the reader is cautioned that any non-GAAP financial measures provided by the Company are provided in addition to, and not as alternatives for, the Company's reported results prepared in accordance with GAAP.  Items that may have a significant impact on the Company's financial position, results of operations and cash flows must be considered when assessing the Company's actual financial condition and performance regardless of whether these items are included in non-GAAP financial measures.  The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures.  As a result, any non-GAAP financial measures provided by the Company may not be comparable to similar measures provided by other companies.

The information set forth under Item 2.02 “Results of Operations and Financial Condition” is furnished and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, nor shall the information set forth under this Item 2.02, including Exhibit 99.1, be deemed incorporated by reference in any filing of the Company, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.         Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

 


Description

 
99.1

Press Release of the Company, dated February 25, 2016


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


GRANITE CONSTRUCTION INCORPORATED

 

 

 

 

By:

/s/ Laurel J. Krzeminski

Laurel J. Krzeminski

Executive Vice President and Chief Financial

Officer

 
 

Date:

February 25, 2016

 


INDEX TO EXHIBITS

 

Exhibit
Number

 


Description

 
99.1

Press Release of the Company, dated February 25, 2016

EX-99.1 2 a51287004ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Granite Reports Fourth Quarter and Fiscal Year 2015 Results

Net Income

  • Fourth quarter diluted earnings per share $0.72 – up 67.4 percent year-over-year
  • 2015 diluted earnings per share $1.52 – up 137.5 percent year-over-year

Gross Profit1

  • Fourth quarter gross profit $102.0 million – up 38.4 percent year-over-year
  • Fourth quarter gross profit margin 16.2 percent – up 369 basis points year-over-year
  • 2015 gross profit $303.4 million – up 25.2 percent year-over-year
  • 2015 gross profit margin 12.8 percent – up 214 basis points year-over year

Revenues

  • Fourth quarter revenues $630.2 million – up 6.8 percent year-over-year
  • 2015 revenues $2.4 billion – up 4.2 percent year-over year

Company

  • Backlog increases 7.0 percent year-over-year to $2.9 billion
  • 2015 EBITDA2 $172.1 million – up 37.0 percent year-over-year

WATSONVILLE, Calif.--(BUSINESS WIRE)--February 25, 2016--Granite Construction Incorporated (NYSE:GVA) today reported net income of $60.5 million for the year ended December 31, 2015, compared with net income of $25.3 million in the prior year. Diluted earnings per share (EPS) for the year was $1.52 compared to $0.64 per share in 2014.

Granite reported net income of $28.7 million for the quarter ended December 31, 2015, compared with net income of $17.0 million in the fourth quarter of 2014. Diluted EPS in the quarter was $0.72 compared to $0.43 per share in the prior-year period.

“Granite teams across the country performed solidly in the fourth quarter and throughout 2015. Our relentless focus on safety, execution, and growth is driving improved financial results,” said James H. Roberts, President and Chief Executive Officer of Granite Construction Incorporated.


“The formula for our growing success emphasizes efficient execution on Company backlog of more than $2.9 billion. We are investing in our people as they capture profitable diversification opportunities, and we are creating a culture of continuous improvement that enables us to perform our business more effectively every day,” Roberts said.

Fiscal Year 2015 Results

Total Company

  • Revenues for 2015 were approximately $2.4 billion, up 4.2 percent from 2014.
  • Gross profit increased 25.2 percent year-over-year to $303.4 million, driven by significantly improved performance in the Construction and Construction Materials segments.
  • Gross profit margin was 12.8 percent compared with 10.6 percent in 2014.
  • Selling, general and administrative (SG&A) expenses1 were $207.3 million, compared with $195.8 million last year. The increase is attributable primarily to personnel-related costs.
  • Backlog increased 7.0 percent year-over-year to $2.9 billion, compared with $2.7 billion a year ago.
  • 2015 EBITDA increased 37.0 percent year-over-year to $172.1 million, with resulting EBITDA margin of 7.3 percent, up more than 170 basis points from 2014.
  • $358.5 million in cash and marketable securities, as of December 31, 2015.

Construction

  • Construction revenue in 2015 was approximately $1.3 billion, up 6.4 percent from nearly $1.2 billion in 2014, driven by improved performance in certain Western markets and Kenny.
  • Gross profit margin was 15.1 percent compared with 9.7 percent a year ago. Improved safety, execution, and market diversification drove the year-over-year growth.

Large Project Construction

  • Large Project Construction revenue decreased 1.5 percent to $812.7 million from $825.0 million in 2014, as Granite teams recovered from early-year weather and project delays.
  • Gross profit margin was 9.8 percent compared with13.0 percent in 2014 primarily reflecting the timing of overall project portfolio progression coupled with execution issues on certain projects.

Construction Materials

  • Construction Materials revenue increased to $295.6 million compared with $263.8 million last year. The 12.1 percent increase was driven by improved volumes and aggregate price increases.
  • Gross profit margin in 2015 was 11.2 percent, compared with 7.4 percent in 2014. Profit growth was driven by improved volumes, pricing, and production efficiency.

Fourth Quarter 2015 Results

Total Company

  • Revenues increased 6.8 percent to $630.2 million compared with $589.8 million in the fourth quarter of 2014.
  • Gross profit increased 38.4 percent year-over-year to $102.0 million, driven by significantly improved performance in the Construction and Construction Materials segments.
  • Gross profit margin was 16.2 percent compared with 12.5 percent in 2014.
  • Selling, general and administrative expenses1 increased $11.4 million from 2014, to $61.4 million, attributable primarily to personnel-related costs.

Construction

  • Construction segment revenue increased 9.1 percent to $341.5 million, compared with $313.1 million in the fourth quarter of 2014. The increase was driven by improved performance in certain Western markets and Kenny.
  • Gross profit margin increased 927 basis points year-over-year to 20.0 percent, driven by improved safety, execution, and diversification.

Large Project Construction

  • Large Project Construction segment revenue increased 4.0 percent to $222.4 million, compared with $213.9 million in the fourth quarter of 2014, due to project progression enabled, in part, by mild weather conditions.
  • Gross profit margin was 11.6 percent, a decrease of 559 basis points from 2014, primarily reflecting the timing of overall project portfolio progression. Fourth quarter 2014 segment results included initial profit recognition and dispute resolution that was not repeated in 2015.

Construction Materials

  • Construction Materials revenue increased 5.5 percent to $66.2 million, compared with $62.8 million in the fourth quarter of 2014. Revenue growth was attributable primarily to increased volume, with modest impact from pricing.
  • Gross profit margin for the quarter was 12.0 percent, compared with 5.4 percent in 2014. Increased gross profit performance was driven by improved volume, pricing, and production efficiency.

Outlook

“The FAST Act, the first long-term highway bill passed by Congress in more than a decade, finally provides the transportation industry with more substantive, long-term funding solutions for our country’s infrastructure investment needs,” Roberts continued. “Passage of the federal Highway Bill was critically important, but it is only a starting point. Now we are intently focused on legislators at the state and local level across the country.

In California, the Governor and legislature are working to address very real near- and long-term funding shortfalls against the estimated more than $130 billion needed in the next decade for state and local highway and road projects. We will continue to work hard to educate and to influence our elected officials in California and other Granite states to do their part and deliver appropriate levels of infrastructure funding and investment,” Roberts continued.

“While the FAST Act is expected to provide a positive impact on our results late in 2016, and incremental growth in 2017, the 2016 outlook for growth is balanced against existing public funding headwinds at state and local levels. Stakeholders across the transportation industry all agree that substantive, near-term, incremental infrastructure investment is a critical component of future prosperity and quality of life throughout our great country,” Roberts said.

      (1) Gross profit and selling, general and administrative expenses are approximately $6.1 million and $8.1 million lower than the amounts previously reported for the quarter and year ended December, 31 2014, respectively, due to reclassifications of (i) incentive compensation, and (ii) sales personnel payroll and related expenses.
(2) Please refer to a description and reconciliation in the attached EBITDA Reconciliation table.
 

Conference Call

Granite will conduct a conference call today, Thursday, February 25, 2016, at 8 a.m. Pacific Time/11 a.m. Eastern Time to discuss the results of the quarter ended December 31, 2015. Access to a live audio webcast is available on its Investor Relations website, investor.graniteconstruction.com. An archive of the webcast will be available on the website approximately one hour after the call. The live call also is available by calling 1-877-328-5503; international callers may dial 1-412-317-5472. A replay will be available after the live call through March 3, 2016, by calling 1-877-344-7529, replay access code 10080736; international callers may dial 1-412-317-0088.

About Granite

Through its offices and subsidiaries nationwide, Granite Construction Incorporated (NYSE:GVA) is recognized as one of the largest diversified construction companies and construction materials producers in the U.S. Granite is an award-winning firm in safety, quality and environmental stewardship, and has been named one of the World's Most Ethical Companies for six consecutive years. Granite is listed on the New York Stock Exchange and is part of the S&P MidCap 400 Index, the MSCI KLD 400 Social Index and the Russell 2000 Index. For more information, visit graniteconstruction.com.


Forward-looking Statements

Any statements contained in this news release that are not based on historical facts, including statements regarding future events, occurrences, circumstances, activities, performance, outcomes and results, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by words such as “future,” “outlook,” “assumes,” “believes,” “expects,” “estimates,” “anticipates,” “intends,” “plans,” “appears,” “may,” “will,” “should,” “could,” “would,” “continue,” and the negatives thereof or other comparable terminology or by the context in which they are made. These forward-looking statements are estimates reflecting the best judgment of senior management and reflect our current expectations regarding future events, occurrences, circumstances, activities, performance, outcomes and results. These expectations may or may not be realized. Some of these expectations may be based on beliefs, assumptions or estimates that may prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our business, financial condition, results of operations, cash flows and liquidity. Such risks and uncertainties include, but are not limited to, those described in greater detail in our filings with the Securities and Exchange Commission, particularly those specifically described in our Annual Report on Form 10-K and quarterly reports on Form 10-Q.

Due to the inherent risks and uncertainties associated with our forward-looking statements, the reader is cautioned not to place undue reliance on them. The reader is also cautioned that the forward-looking statements contained herein speak only as of the date of this news release and, except as required by law; we undertake no obligation to revise or update any forward-looking statements for any reason.


         
GRANITE CONSTRUCTION INCORPORATED
CONSOLIDATED BALANCE SHEETS
 
(Unaudited - in thousands, except share and per share data)
 
December 31,       2015     2014
ASSETS
Current assets
Cash and cash equivalents $ 252,836 $ 255,961
Short-term marketable securities 25,043 25,504
Receivables, net 340,822 310,934
Costs and estimated earnings in excess of billings 59,070 36,411
Inventories 55,553 68,920
Real estate held for development and sale 500 11,609
Equity in construction joint ventures 224,689 184,575
Other current assets         26,709       23,033
Total current assets 985,222 916,947
Property and equipment, net 385,129 409,653
Long-term marketable securities 80,652 76,563
Investments in affiliates 33,182 32,361
Goodwill 53,799 53,799
Deferred income taxes, net 4,329 32,785
Other noncurrent assets         85,547       77,940
Total assets       $ 1,627,860     $ 1,600,048
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt $ 15,024 $ 21
Current maturities of non-recourse debt 1,226
Accounts payable 157,571 151,935
Billings in excess of costs and estimated earnings 92,515 108,992
Accrued expenses and other current liabilities         200,935       200,652
Total current liabilities 466,045 462,826
Long-term debt 245,081 270,105
Long-term non-recourse debt 5,516
Other long-term liabilities 46,613 44,495
Equity
Preferred stock, $0.01 par value, authorized 3,000,000 shares, none outstanding
Common stock, $0.01 par value, authorized 150,000,000 shares; issued and outstanding 39,412,877 shares as of December 31, 2015 and 39,186,386 shares as of December 31, 2014 394 392
Additional paid-in capital 139,412 134,177
Retained earnings         699,431       659,816
Total Granite Construction Incorporated shareholders’ equity 839,237 794,385
Non-controlling interests         30,884       22,721
Total equity         870,121       817,106
Total liabilities and equity       $ 1,627,860     $ 1,600,048
 

                     
GRANITE CONSTRUCTION INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
 
(Unaudited - in thousands, except per share data)
                                       
Three Months Ended
December 31, Years ended December 31,
        2015       2014           2015       2014  
Revenue
Construction $ 341,532 $ 313,089 $ 1,262,675 $ 1,186,445
Large project construction 222,438 213,934 812,720 825,044
Construction materials         66,192         62,766             295,634         263,781  
Total revenue         630,162         589,789             2,371,029         2,275,270  
Cost of revenue
Construction 273,373 279,611 1,072,485 1,071,408
Large project construction 196,534 177,058 732,708 717,382
Construction materials         58,246         59,394             262,478         244,233  
Total cost of revenue         528,153         516,063             2,067,671         2,033,023  
Gross profit(1) 102,009 73,726 303,358 242,247
Selling, general and administrative expenses(1)

 

61,395 50,022 207,339 195,762
Restructuring and impairment gains (6,007 ) (2,643 ) (6,003 ) (2,643 )
Gain on sales of property and equipment         (6,196 )       (9,081 )           (8,286 )       (15,972 )
Operating income 52,817 35,428 110,308 65,100
Other expense (income)
Interest income (574 ) (529 ) (2,135 ) (1,872 )
Interest expense 3,291 3,733 14,257 14,159
Equity in (income) loss of affiliates (1,448 ) 1,409 (3,210 ) (901 )
Other income, net         (622 )       (1,433 )           (2,031 )       (1,883 )
Total other expense         647         3,180             6,881         9,503  
Income before provision for income taxes 52,170 32,248 103,427 55,597
Provision for income taxes         17,031         11,420             35,179         19,721  
Net income 35,139 20,828 68,248 35,876
Amount attributable to non-controlling interests         (6,466 )       (3,849 )           (7,763 )       (10,530 )

Net income attributable to Granite Construction Incorporated

      $ 28,673       $ 16,979           $ 60,485       $ 25,346  
 
Net income per share attributable to common shareholders:
Basic $ 0.73 $ 0.43 $ 1.54 $ 0.65
Diluted $ 0.72 $ 0.43 $ 1.52 $ 0.64
Weighted average shares of common stock:
Basic 39,393 39,163 39,337 39,096
Diluted         39,894         39,809             39,868         39,795  
 
Note:

(1)Gross profit and selling, general and administrative expenses are approximately $6.1 million and $8.1 million lower than the amounts previously reported for the quarter and year ended December, 31 2014, respectively, due to reclassifications of (i) incentive compensation, and (ii) sales personnel payroll and related expenses.

 

         
GRANITE CONSTRUCTION INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(Unaudited - in thousands)
               
Years Ended December 31,       2015     2014  
Operating activities
Net income $ 68,248 $ 35,876
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash restructuring and impairment gains (1,044 ) (2,643 )
Depreciation, depletion and amortization 64,309 68,252
Gain on sales of property and equipment (8,286 ) (15,972 )
Change in deferred income tax 28,258 14,907
Stock-based compensation 8,763 11,160
Equity in net income from unconsolidated joint ventures (43,374 ) (49,168 )
Changes in assets and liabilities         (49,896 )       (19,270 )
Net cash provided by operating activities         66,978         43,142  
Investing activities
Purchases of marketable securities (104,971 ) (64,975 )
Maturities of marketable securities 29,260 45,000
Proceeds from called marketable securities 75,000 35,000
Purchases of property and equipment (44,179 ) (43,428 )
Proceeds from sales of property and equipment 13,148 28,614
Other investing activities, net         1,035         569  
Net cash (used in) provided by investing activities         (30,707 )       780  
Financing activities
Proceeds from long-term debt 30,000
Debt principal payments (46,763 ) (1,226 )
Cash dividends paid (20,445 ) (20,319 )
Purchase of common stock (3,777 ) (5,124 )
Contributions from non-controlling partners 7,462 15,835

Distributions to non-controlling partners

(6,992 ) (8,066 )
Other financing activities, net         1,119         1,818  
Net cash used in financing activities         (39,396 )       (17,082 )
(Decrease) increase in cash and cash equivalents (3,125 ) 26,840
Cash and cash equivalents at beginning of year         255,961         229,121  
Cash and cash equivalents at end of year       $ 252,836       $ 255,961  
 

                                   
GRANITE CONSTRUCTION INCORPORATED
Business Segment Information
(Unaudited - dollars in thousands)
                                           
      Three Months Ended December 31,       Years Ended December 31,
    Large Project     Construction     Large Project     Construction
        Construction       Construction     Materials       Construction     Construction     Materials
 
2015
Revenue $ 341,532 222,438 66,192 $ 1,262,675 $ 812,720 $ 295,634
Gross profit(1) 68,159 25,904 7,946 190,190 80,012 33,156
 
Gross profit as a percent of revenue 20.0 % 11.6 % 12.0 % 15.1 % 9.8 % 11.2 %
 
2014
Revenue $ 313,089 213,934 62,766 $ 1,186,445 $ 825,044 $ 263,781
Gross profit(1) 33,478 36,876 3,372 115,037 107,662 19,548
 
Gross profit as a percent of revenue 10.7 % 17.2 % 5.4 % 9.7 % 13.0 % 7.4 %
                                           
 
(1)Gross profit is approximately $6.1 million and $8.1 million lower than the amounts previously reported for the quarter and year ended December, 31 2014, respectively, due to reclassifications of (i) incentive compensation, and (ii) sales personnel payroll and related expenses.
 

                 
GRANITE CONSTRUCTION INCORPORATED
Contract Backlog by Segment
(Unaudited - dollars in thousands)
 
Contract Backlog by
Segment       December 31, 2015     December 31, 2014
 
Construction $ 860,657 29.6 % $ 712,967 26.2 %
 
Large project construction         2,047,781     70.4 %       2,005,906     73.8 %
 
Total       $ 2,908,438     100.0 %     $ 2,718,873     100.0 %
 

                     
GRANITE CONSTRUCTION INCORPORATED
EBITDA(1)
(Unaudited - dollars in thousands)
                               
Three Months Ended
December 31, Years Ended December 31,
        2015       2014           2015       2014  
Net income attributable to Granite Construction Incorporated $ 28,673 $ 16,979 $ 60,485 $ 25,346
Depreciation, depletion and amortization expense(2) 15,792 18,284 64,309 68,252
Provision for income taxes 17,031 11,420 35,179 19,721
Interest expense, net of interest income         2,717         3,204             12,122         12,287  
EBITDA       $ 64,213       $ 49,887           $ 172,095       $ 125,606  
Consolidated EBITDA Margin(3)         10.2 %       8.5 %           7.3 %       5.5 %
 
Note:
(1) We define EBITDA as GAAP net income (loss) attributable to Granite Construction Incorporated, adjusted for interest, taxes, depreciation, depletion and amortization. We believe this non-GAAP financial measure and the associated margin are useful in evaluating operating performance and are regularly used by security analysts, institutional investors and other interested parties in reviewing the Company. However, the reader is cautioned that any non-GAAP financial measures provided by the Company are provided in addition to, and not as alternatives for, the Company's reported results prepared in accordance with GAAP. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures provided by the Company may not be comparable to similar measures provided by other companies.
 
(2) Amount includes the sum of depreciation, depletion and amortization which are classified as Cost of Revenue and Selling, General and Administrative expenses in the condensed consolidated statements of operations of Granite Construction Incorporated.
 

(3) Represents EBITDA divided by consolidated revenue. Consolidated revenue was $630,162 and $2,371,029 for three and twelve months ended December 31, 2015, respectively and $589,789 and $2,275,270 for the three and twelve months ended December 31, 2014, respectively.

CONTACT:
Granite Construction Incorporated
Ron Botoff, 831-728-7532