EX-99.1 2 ex_168300.htm EXHIBIT 99.1 ex_159838.htm

Exhibit 99.1

 

Granite Reports Fiscal Year 2019 Results

 

 

  Granite to file its annual report on Form 10-K for 2019
  The Company expects to file 2020 quarterly reports before the end of February
  Audit/Compliance Committee independent investigation is now complete
 

New leadership team and refresh of strategic plan underway

 

WATSONVILLE, Calif. (February 19, 2021) - Granite Construction Incorporated (NYSE: GVA) today announced its 2019 financial results, reflecting a net loss of ($60.2) million (($1.29) per diluted share) compared to net income of $0.6 million ($0.01 per diluted share) in 2018. The results include after-tax, acquisition-related expenses for 2019 and 2018 of $33.0 million and $60.5 million, respectively. Revenue in 2019 increased $158.6 million, or 5.0%, to $3.4 billion primarily due to incremental revenue from 2018 acquisitions, while gross profit decreased $113.2 million to $221.7 million due to project write downs within the Heavy Civil Operating Group. Selling, general & administrative ("SG&A") expenses in 2019 were $308.0 million, or 8.9% of revenue, compared to $272.8 million, or 8.3% of revenue, in 2018, reflecting a higher cost structure from our 2018 acquisitions. 

 

As of December 31, 2019, Committed and Awarded Projects ("CAP")(1) was $4.4 billion, a 2.4% decrease from $4.5 billion as of December 31, 2018, as the Company works through its Heavy Civil Operating Group portfolio. Cash and marketable securities totaled $295.1 million as of December 31, 2019, and debt totaled $364.4 million.

 

"Since being appointed to my role in September of last year, my top priority has been to achieve compliance with our reporting requirements," said Kyle Larkin, Granite President. "We assembled the right leadership team to shape the longer-term vision to move Granite forward. We are revisiting Granite's strategic plan, and I look forward to sharing an update in the near future."

 

Granite's Audit/Compliance Committee Investigation Completed 

 

The previously announced investigation by the Audit/Compliance Committee is now complete. The Audit/Compliance Committee, in consultation with the Company's independent registered public accounting firm, PricewaterhouseCoopers LLP, concluded that the Company's previously issued consolidated financial statements and related disclosures should no longer be relied upon for the years ended December 31, 2018 and 2017, as well as for the first three quarters of the year ended December 31, 2019 and for each of the quarters in the year ended December 31, 2018. As a result, Granite is restating its consolidated financial statements and related disclosures for those periods. Prior year consolidated financial information included herein reflects the impact of the restatement.

 

In addition, as of December 31, 2019, the Company has determined that it did not maintain effective internal control over financial reporting and disclosure controls and procedures due to the existence of material weaknesses. The Company has implemented, or is in the process of implementing, its remediation plan to address the material weaknesses. The Company has made certain personnel and organizational changes, and it is implementing additional oversight, training and communication programs regarding our Code of Conduct and project forecasting. The Company is also enhancing its internal controls over financial reporting.

 

“The completion of the investigation and filing of our Annual Report represents the conclusion of a very thorough process,” said Larkin. “We are committed to remediating all material weaknesses in our control environment and strengthening our processes and controls within the Heavy Civil Operating Group. These on-going remediation actions will be completed as soon as possible and will not only improve our internal control over financial reporting, but will also enhance processes and communication across the organization.” Larkin continued, “These actions further support the results of our strategic review of the Heavy Civil Operating Group that we outlined in October 2019, which included establishing a new Heavy Civil Operating Group management team. Since that time, we have also narrowed the footprint of the Heavy Civil Operating Group, including the closure of our New York office in January 2021. As we continue to work to de-risk our Heavy Civil Operating Group portfolio, we are now pursuing opportunities in markets where Granite’s presence, capabilities and resources provide strategic advantages. These actions will better position Granite to deploy its capital efficiently and to maximize shareholder value. I look forward to sharing more about this with you during our earnings call at the end of February.”

 

In connection with the independent investigation, Granite voluntarily contacted and subsequently received subpoenas from the Securities and Exchange Commission (“SEC”) Division of Enforcement. The Company is fulfilling document requests from the SEC, and will continue to cooperate with the SEC in its investigation.

 

(1) CAP is comprised of contract backlog (unearned revenue and other awards), as well as awarded construction management/general contractor, construction manager at-risk, and progressive design build projects not yet included in contract backlog.

 

 

 

Fiscal Year 2019 Segment Results (Unaudited - dollars in thousands)

 

Transportation Segment                  
              As Restated                  
Years Ended December 31,   2019    

2018

    Change  

Revenue

  $ 1,892,149     $ 1,946,750     $ (54,601 )     -2.8 %

Gross profit

  $ 55,001     $ 137,086     $ (82,085 )     -59.9 %

Gross profit as a percent of revenue

    2.9 %     7.0 %                
                                 
              As Restated                  

December 31,

 

2019

   

2018

   

Change

 

Committed and Awarded Projects

  $ 3,458,632     $ 3,609,920     $ (151,288 )     -4.2 %

 

The Transportation segment revenue and gross profit decreased due to forecast revisions on certain projects in the Heavy Civil Operating Group. In 2019 and 2018, the Heavy Civil Operating Group recognized gross losses of ($138.7) million and ($54.4) million, respectively. These losses overshadowed our core transportation construction business' exceptional performance in 2019, despite inclement weather in the West experienced through May and again in December.

 

Segment CAP decreased $151.3 million to $3.5 billion as of December 31, 2019 reflecting the progression of Heavy Civil Operating Group projects, offset by new awards highlighted by the $348 million progressive-design build, Granite led job in Utah that moved into backlog in the fourth quarter of 2019. Heavy Civil Operating Group CAP declined $285 million as of December 31, 2019 as compared to the same period in 2018.

 

Water Segment                  
              As Restated                  
Years Ended December 31,   2019     2018     Change  

Revenue

  $ 468,730     $ 345,861     $ 122,869       35.5 %

Gross profit

  $ 29,766     $ 59,134     $ (29,368 )     -49.7 %

Gross profit as a percent of revenue

    6.4 %     17.1 %                
                                 
              As Restated                  

December 31,

 

2019

   

2018

   

Change

 

Committed and Awarded Projects

  $ 226,023     $ 330,083     $ (104,060 )     -31.5 %

 

The Water segment revenue increase was due to incremental revenues from the acquisitions of Layne Christensen Company and LiquiForce in the second quarter of 2018 partially offset by unrepeated emergency work performed in 2018. The decrease in gross profit was primarily due to write downs on three projects totaling $22.5 million during 2019 combined with emergency work performed in 2018 that was not repeated in 2019. 

 

Segment CAP totaled $226.0 million as of December 31, 2019 reflecting the progression on existing projects.

 

Specialty Segment                  
              As Restated                  
Years Ended December 31,   2019     2018     Change  

Revenue

  $ 727,537     $ 625,666     $ 101,871       16.3 %

Gross profit

  $ 86,729     $ 89,935     $ (3,206 )     -3.6 %

Gross profit as a percent of revenue

    11.9 %     14.4 %                
                                 
              As Restated                  

December 31,

 

2019

   

2018

   

Change

 

Committed and Awarded Projects

  $ 696,570     $ 547,194     $ 149,376       27.3 %

 

The Specialty segment revenue increase was due to increased volume in the West led by private sector customers combined with incremental revenues from the Layne Christensen Company acquisition in the second quarter of 2018. Specialty segment gross profit decreased $3.2 million primarily due to lower profitability on a tunnel project in 2019. 

 

Specialty segment CAP increased $149.4 million driven by successful bids in the Heavy Civil and Federal Operating Groups.

 

Materials Segment                  
              As Restated                  
Years Ended December 31,   2019     2018     Change  

Revenue

  $ 357,190     $ 368,754     $ (11,564 )     -3.1 %

Gross profit

  $ 50,182     $ 48,685     $ 1,497       3.1 %

Gross profit as a percent of revenue

    14.0 %     13.2 %                

 

The Materials segment revenue decline reflects lower volumes due to inclement weather in the first half of 2019. The Materials segment gross profit increase reflects cost reduction efforts in our California and Northwest operating groups.

 

 

Outlook

 

   •  Fourth Quarter 2020 Preliminary Select Financial Information

The Company had $670.9 million of available liquidity as of December 31, 2020, inclusive of $441.3 million of cash and marketable securities, compared to $295.1 million of cash and marketable securities as of December 31, 2019. Debt was $338.8 million as of December 31, 2020, compared to $364.4 million as of December 31, 2019. The Company did not have any borrowings under its revolving credit facility as of December 31, 2020 and continues to focus on prudent working capital management.

During the fourth quarter of 2020, Heavy Civil Operating Group CAP decreased by $170 million from third quarter of 2020, as the Company continues to work through Heavy Civil Operating Group backlog and focuses on maintaining discipline with regard to pursuits of new projects in line with our Heavy Civil Operating Group strategic review. This decrease was more than offset by new awards in our core construction businesses, resulting in a net increase of CAP during the quarter of $0.1 billion. CAP totaled $4.3 billion as of December 31, 2020, including over $1.5 billion of best-value procurement work(2).

During 2020, we recorded goodwill impairments related to our Water and Mineral Services Operating Group totaling $147.1 million.  The impairments are primarily attributable to an adverse change in the business climate, exacerbated by economic disruption and market conditions associated with the COVID-19 pandemic.

(2) Best value procurement work includes construction management/general contractor, construction management at-risk, and progressive design build projects.

•  Conference Call

The Company will hold its next call with the investment community in conjunction with the release of its third quarter 2020 results, which is expected before the end of February. A press release will be issued at a later date providing more details on the timing with dial in information. 

•  Late Filing 2020 Form 10-K

Given the significant effort and focus on filing the Company's 2019 Form 10-K and anticipated filings of the Company's 2020 Form 10-Qs before the end of February, the Company does not expect to complete and file its 2020 annual report on Form 10-K by the required filing or Form 12b-25 extension dates. The Company expects to file its 2020 annual report on Form 10-K before the end of March 2021. 

About Granite

Granite is America’s Infrastructure Company™. Incorporated since 1922, Granite (NYSE:GVA) is one of the largest diversified construction and construction materials companies in the United States as well as a full-suite provider in the transportation, water infrastructure and mineral exploration markets. Granite’s Code of Conduct and strong Core Values guide the Company and its employees to uphold the highest ethical standards. Granite is an industry leader in safety and an award-winning firm in quality and sustainability. For more information, visit the Granite website, and connect with Granite on LinkedIn, Twitter, Facebook and Instagram.

 

 

 

 

 

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, growth, demand, strategic plans, outcomes, outlook, guidance, backlog, Committed and Awarded Projects (CAP), results, preliminary select financial information and the expected completion and filing of Granite's quarterly and annual reports for 2020, 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, growth, demand, strategic plans, outcomes, outlook, guidance, backlog, CAP, results, preliminary select financial information and the expected completion and filing of Granite's quarterly and annual reports for 2020. 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)

              As Restated  
December 31,  

2019

   

2018

 

ASSETS

               

Current assets

               

Cash and cash equivalents

  $ 262,273     $ 272,804  

Short-term marketable securities

    27,799       30,002  

Receivables, net

    547,417       484,753  

Contract assets

    211,441       184,247  

Inventories

    88,885       88,623  

Equity in construction joint ventures

    193,110       231,365  

Other current assets

    46,016       48,710  

Total current assets

    1,376,941       1,340,504  

Property and equipment, net

    542,297       549,688  

Long-term marketable securities

    5,000       36,098  

Investments in affiliates

    84,176       84,354  

Goodwill

    264,279       259,471  

Right of use assets

    72,534        

Deferred income taxes, net

    50,158       30,142  

Other noncurrent assets

    106,703       126,893  

Total assets

  $ 2,502,088     $ 2,427,150  
                 

LIABILITIES AND EQUITY

               

Current liabilities

               

Current maturities of long-term debt

  $ 8,244     $ 47,286  

Accounts payable

    400,775       256,757  

Contract liabilities

    95,737       109,011  

Accrued expenses and other current liabilities

    337,300       324,383  

Total current liabilities

    842,056       737,437  

Long-term debt

    356,108       335,119  

Lease liabilities

    58,618        

Deferred income taxes, net

    3,754       4,160  

Other long-term liabilities

    63,136       61,080  
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: 45,503,805 shares as of December 31, 2019 and 46,665,889 shares as of December 31, 2018

    456       467  

Additional paid-in capital

    549,307       564,559  

Accumulated other comprehensive loss

    (2,645 )     (749 )

Retained earnings

    594,353       679,453  

Total Granite Construction Incorporated shareholders’ equity

    1,141,471       1,243,730  

Non-controlling interests

    36,945       45,624  

Total equity

    1,178,416       1,289,354  

Total liabilities and equity

  $ 2,502,088     $ 2,427,150  

 

 

 

 

GRANITE CONSTRUCTION INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited - in thousands, except per share data)


              As Restated  
Years Ended December 31,     2019       2018  

Revenue

               

Transportation

  $ 1,892,149     $ 1,946,750  

Water

    468,730       345,861  

Specialty

    727,537       625,666  

Materials

    357,190       368,754  

Total revenue

    3,445,606       3,287,031  

Cost of revenue

               

Transportation

    1,837,148       1,809,664  

Water

    438,964       286,727  

Specialty

    640,808       535,731  

Materials

    307,008       320,069  

Total cost of revenue

    3,223,928       2,952,191  

Gross profit

    221,678       334,840  

Selling, general and administrative expenses

    307,981       272,776  

Acquisition and integration expenses

    15,299       61,520  

Gain on sales of property and equipment

    (18,703 )     (7,672 )

Operating (loss) income

    (82,899 )     8,216  

Other (income) expense

               

Interest income

    (7,433 )     (6,082 )

Interest expense

    18,374       14,571  

Equity in income of affiliates, net

    (11,454 )     (6,935 )

Other income, net

    (5,308 )     (1,666 )

Total other income

    (5,821 )     (112 )

(Loss) income before benefit from income taxes

    (77,078 )     8,328  

Benefit from income taxes

    (20,376 )     (3,208 )

Net (loss) income

    (56,702 )     11,536  

Amount attributable to non-controlling interests

    (3,489 )     (10,954 )

Net (loss) income attributable to Granite Construction Incorporated

  $ (60,191 )   $ 582  
                 

Net (loss) income per share attributable to common shareholders

               

Basic

  $ (1.29 )   $ 0.01  

Diluted

  $ (1.29 )   $ 0.01  

Weighted average shares of common stock

               

Basic

    46,559       43,564  

Diluted

    46,559       44,025  

Dividends per common share

  $ 0.52     $ 0.52  

 

 

 

 

GRANITE CONSTRUCTION INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - in thousands)


              As Restated  

Years Ended December 31,

 

2019

   

2018

 

Operating activities

               

Net (loss) income

  $ (56,702 )   $ 11,536  

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

               

Depreciation, depletion and amortization

    123,418       111,544  

Gain on sales of property and equipment, net

    (18,703 )     (4,910 )

Change in deferred income taxes

    (22,924 )     12,110  

Stock-based compensation

    10,213       14,784  

Equity in net loss from unconsolidated joint ventures

    120,632       44,689  

Net income from affiliates

    (11,454 )     (6,935 )
Other non-cash adjustments     4,020       4,916  

Changes in assets and liabilities, net of the effects of acquisitions:

    (37,062 )     (101,344 )

Net cash provided by operating activities

    111,438       86,390  

Investing activities

               

Purchases of marketable securities

          (9,952 )

Maturities of marketable securities

    30,000       75,000  

Purchases of property and equipment

    (106,828 )     (111,101 )

Proceeds from sales of property and equipment

    37,091       16,238  

Cash paid to purchase businesses, net of cash and restricted cash acquired

    (6,227 )     (55,027 )
Proceeds from the sale of a business           47,812  

Other investing activities, net

    5,642       (2,568 )

Net cash used in investing activities

    (40,322 )     (39,598 )

Financing activities

               
Proceeds from issuance of debt     105,574       203,250  
Proceeds from issuance of 2.75% Convertible Notes, net     230,000        

Proceeds from issuance of common stock warrants, net

    11,500        
Purchase of Hedge Option, net     (37,375 )      

Debt principal repayments

    (313,150 )     (153,924 )

Cash dividends paid

    (24,316 )     (22,424 )

Repurchases of common stock

    (36,900 )     (16,557 )
Contributions from non-controlling partners     68       200  

Distributions to non-controlling partners

    (12,235 )     (13,275 )
Debt issuance costs     (6,507 )      

Other financing activities, net

    1,704       856  

Net cash used in financing activities

    (81,637 )     (1,874 )

Net (decrease) increase in cash, cash equivalents and restricted cash

    (10,521 )     44,918  

Cash, cash equivalents and restricted cash of $5,825 and $0 at beginning of period

    278,629       233,711  

Cash, cash equivalents and restricted cash of $5,835 and $5,825 at end of period

  $ 268,108     $ 278,629  

 

 

 

 

Non-GAAP Financial Information

 

The tables below contain financial information calculated other than in accordance with U.S. generally accepted accounting principles (“GAAP”). Specifically, management believes that non-GAAP financial measures such as EBITDA and 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. We are also providing additional non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, adjusted (loss) income before (benefit from) provision for income taxes, adjusted (benefit from) provision for income taxes, adjusted net (loss) income attributable to Granite Construction Incorporated and adjusted diluted net (loss) income per share to indicate the impact of amortization of debt discount related to our convertible notes and non-recurring acquisition, integration, acquired intangible amortization expenses, acquisition related depreciation and synergy costs (collectively referred to as “transaction costs”) related to the acquisition of the Layne Christensen Company and LiquiForce. Acquisition and integration costs include external transaction costs, professional fees and internal travel. Synergy costs include expenses incurred which will be eliminated as the integration of Layne and LiquiForce is completed.

 

Management believes that these additional non-GAAP financial measures facilitate comparisons between industry peer companies. 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. 

 

GRANITE CONSTRUCTION INCORPORATED

EBITDA(1)

(Unaudited - dollars in thousands)

         

As Restated

 
Years Ended December 31,     2019       2018  

Net (loss) income attributable to Granite Construction Incorporated

  $ (60,191 )   $ 582  

Depreciation, depletion and amortization expense(2)

    123,418       111,544  

Benefit from income taxes

    (20,376 )     (3,208 )

Interest expense, net of interest income

    10,941       8,489  

EBITDA(1)

  $ 53,792     $ 117,407  

EBITDA margin(3)

    1.6 %     3.6 %
                 

Transaction costs

  $ 17,944     $ 65,098  

Adjusted EBITDA(1)

  $ 71,736     $ 182,505  

Adjusted EBITDA margin(1)(3)

    2.1 %     5.6 %

(1) We define EBITDA as GAAP net income (loss) attributable to Granite Construction Incorporated, adjusted for net interest expense, taxes, depreciation, depletion and amortization. Adjusted EBITDA and adjusted EBITDA margin exclude the impact of transaction costs as defined above.

(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 consolidated statements of operations of Granite Construction Incorporated.

(3) Represents EBITDA or Adjusted EBITDA divided by consolidated revenue of $3.4 billion year ended December 31, 2019, and $3.3 billion year ended December 31, 2018.

 

 

 

 

GRANITE CONSTRUCTION INCORPORATED 

Adjusted Net (Loss) Income Reconciliation

(Unaudited - in thousands, except per share data)


         

As Restated

 
Years Ended December 31,     2019       2018  

(Loss) income before benefit from income taxes

  $ (77,078 )   $ 8,328  

Transaction costs

    43,497       81,785  

Amortization of debt discount(1)

    1,071        

Adjusted (loss) income before (benefit from) provision for income taxes

  $ (32,510 )   $ 90,113  
                 

Benefit from income taxes

  $ (20,376 )   $ (3,208 )

Tax effect of the transaction costs and amortization of debt discount(2)

    11,588       17,276  

Adjusted (benefit from) provision for income taxes

  $ (8,788 )   $ 14,068  
                 

Net (loss) income attributable to Granite Construction Incorporated

  $ (60,191 )   $ 582  

After-tax transaction costs and amortization of debt discount

    32,980       64,509  

Adjusted net (loss) income attributable to Granite Construction Incorporated

  $ (27,211 )   $ 65,091  
                 

Diluted net (loss) income per share attributable to common shareholders

  $ (1.29 )   $ 0.01  

After-tax transaction costs and amortization of debt discount

    0.71       1.45  

Adjusted diluted net (loss) income per share attributable to common shareholders

  $ (0.58 )   $ 1.46  

(1) Under GAAP, certain convertible debt instruments that may be settled in cash on conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, the $230.0 million aggregate principal amount of convertible senior notes that were issued in November 2019 (the “2.75 % Convertible Notes”), are separated into liability and equity components on the consolidated balance sheets. The equity component represents the excess of the $230.0 million principal amount of the 2.75% Convertible Notes over the carrying amount of the liability component (“debt discount”). We are amortizing the debt discount to interest expense using an effective interest rate of 6.62% over the expected life of the 2.75% Convertible Notes. 

(2) The tax effect of transaction costs was calculated using the Company’s estimated annual statutory tax rate.

 

Contacts:

 

Investors

Wenjun Xu, 831-761-7861

 

Or

 

Media

Erin Kuhlman, 831-768-4111

 

Source: Granite Construction Incorporated