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GRANITE CONSTRUCTION INC - Quarter Report: 2020 September (Form 10-Q)

gva20190821_10q.htm
 

 



 
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  
 For the quarterly period ended September 30, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  
 For the transition period from ___________ to ___________
  
 Commission File Number: 1-12911

GRANITE CONSTRUCTION INCORPORATED

State of Incorporation:

I.R.S. Employer Identification Number:

Delaware

77-0239383

Address of principal executive offices:

585 W. Beach Street

Watsonville, California 95076

(831) 724-1011

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value 

GVA

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

 Accelerated filer ☐

 Non-accelerated filer ☐

 Smaller reporting company ☐

 Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of February 22, 2021.

Class

 

Outstanding

Common stock, $0.01 par value

 

45,676,827

 



 

 

EXPLANATORY NOTE 

As disclosed in our 2019 Annual Report on Form 10-K, in February 2020, the Audit/Compliance Committee of the Company’s Board of Directors, assisted by independent counsel, initiated an investigation of prior-period reporting for the Heavy Civil operating group, and the extent to which these matters affect the effectiveness of the Company’s internal control over financial reporting (the “Investigation”). The Investigation is now complete. We have restated our consolidated financial statements as of December 31, 2018, and for the years ended December 31, 2018 and 2017 and our unaudited quarterly financial information for the first three quarters in the year ended December 31, 2019 and for each of the quarters in the year ended December 31, 2018 in our Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 22, 2021 to correct misstatements associated with project forecasts in the Heavy Civil operating group (the “Investigation Adjustments”) discovered in connection with the independent Investigation. In addition to the Investigation Adjustments, we corrected additional identified out-of-period and uncorrected misstatements that were not material, individually or in the aggregate, to our consolidated financial statements. We have reflected the impact of the restatement on our unaudited condensed consolidated financial information as of and for the three and nine months ended September 30, 2019 herein. See Note 3 of “Notes to the Condensed Consolidated Financial Statements” for additional information.

 
 

 

 

Index

EXPLANATORY NOTE

PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements (unaudited)

 

 

Condensed Consolidated Balance Sheets as of September 30, 2020, December 31, 2019 and September 30, 2019

 

 

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2020 and 2019

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2020 and 2019 

 

 

Condensed Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended September 30, 2020 and 2019

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019

 

 

Notes to the Condensed Consolidated Financial Statements

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

Item 4.

Controls and Procedures

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

Item 1A.

Risk Factors

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

Item 4.

Mine Safety Disclosures

 

Item 6.

Exhibits

SIGNATURES

EXHIBIT 31.1

EXHIBIT 31.2

EXHIBIT 32

EXHIBIT 95

EXHIBIT 101.INS

EXHIBIT 101.SCH

EXHIBIT 101.CAL

EXHIBIT 101.DEF

EXHIBIT 101.LAB

EXHIBIT 101.PRE

EXHIBIT 104

 

3

 

 

PART I. FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

 

GRANITE CONSTRUCTION INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited - in thousands, except share and per share data)

          

As Restated

 
  

September 30, 2020

  

December 31, 2019

  

September 30, 2019

 

ASSETS

            

Current assets

            

Cash and cash equivalents ($92,587, $78,132 and $77,870 related to consolidated construction joint ventures (“CCJVs”))

 $388,024  $262,273  $184,673 

Short-term marketable securities

     27,799   37,918 

Receivables, net ($32,028, $29,564 and $30,336 related to CCJVs)

  661,948   547,417   712,972 

Contract assets ($27,528, $25,034 and $24,481 related to CCJVs)

  159,939   211,441   206,407 

Inventories

  102,111   88,885   95,442 

Equity in construction joint ventures

  184,980   193,110   203,954 

Other current assets ($13,634, $13,350 and $10,765 related to CCJVs)

  48,300   46,016   51,925 

Total current assets

  1,545,302   1,376,941   1,493,291 

Property and equipment, net ($25,765, $31,136 and $27,752 related to CCJVs)

  536,256   542,297   542,796 

Long-term marketable securities

  5,700   5,000   10,000 

Investments in affiliates

  76,464   84,176   84,914 

Goodwill

  116,691   264,279   264,112 

Right of use assets

  68,276   72,534   70,472 

Deferred income taxes, net

  39,439   50,158   30,637 

Other noncurrent assets

  100,145   106,703   116,438 

Total assets

 $2,488,273  $2,502,088  $2,612,660 
             

LIABILITIES AND EQUITY

            

Current liabilities

            

Current maturities of long-term debt

 $8,253  $8,244  $8,263 

Accounts payable ($50,503, $57,795 and $50,625 related to CCJVs)

  385,259   400,775   399,743 

Contract liabilities ($73,426, $20,994 and $16,951 related to CCJVs)

  189,430   95,737   109,299 

Accrued expenses and other current liabilities ($4,553, $2,415 and $4,477 related to CCJVs)

  391,651   337,300   359,221 

Total current liabilities

  974,593   842,056   876,526 

Long-term debt

  405,644   356,108   394,841 

Long-term lease liabilities

  51,879   58,618   56,740 

Deferred income taxes, net

  3,417   3,754   4,652 

Other long-term liabilities

  63,741   63,136   58,433 

Commitments and contingencies (Note 18)

               

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: 45,655,682 shares as of September 30, 2020, 45,503,805 shares as of December 31, 2019 and 46,741,263 shares as of September 30, 2019

  457   456   468 

Additional paid-in capital

  554,303   549,307   567,033 

Accumulated other comprehensive loss

  (6,000)  (2,645)  (3,282)

Retained earnings

  422,846   594,353   619,690 

Total Granite Construction Incorporated shareholders’ equity

  971,606   1,141,471   1,183,909 

Non-controlling interests

  17,393   36,945   37,559 

Total equity

  988,999   1,178,416   1,221,468 

Total liabilities and equity

 $2,488,273  $2,502,088  $2,612,660 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

GRANITE CONSTRUCTION INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited - in thousands, except per share data)

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
           

As Restated

           

As Restated

 
   

2020

   

2019

   

2020

   

2019

 

Revenue

                               
Transportation   $ 623,999     $ 623,867     $ 1,510,001     $ 1,407,577  
Water     106,599       134,404       317,980       345,556  
Specialty     205,134       224,744       513,087       538,497  
Materials     129,457       129,099       275,819       268,389  
Total revenue     1,065,189       1,112,114       2,616,887       2,560,019  

Cost of revenue

                               
Transportation     569,677       577,002       1,399,113       1,376,561  
Water     94,042       121,767       283,497       314,471  
Specialty     171,842       186,158       465,234       464,858  
Materials     103,631       104,629       230,904       233,675  
Total cost of revenue     939,192       989,556       2,378,748       2,389,565  
Gross profit     125,997       122,558       238,139       170,454  
Selling, general and administrative expenses     82,505       73,424       252,568       224,577  
Acquisition and integration expenses     73       2,744       73       13,769  
Non-cash impairment charges (See Note 4)     132,277             156,690        
Gain on sales of property and equipment     (3,057 )     (7,101 )     (4,870 )     (13,936 )
Operating (loss) income     (85,801 )     53,491       (166,322 )     (53,956 )

Other (income) expense

                               
Interest income     (755 )     (1,713 )     (2,813 )     (6,257 )
Interest expense     6,359       4,839       17,902       13,011  
Equity in income of affiliates, net     (2,353 )     (6,275 )     (4,415 )     (10,159 )
Other (income) expense, net     (1,967 )     127       92       (2,394 )
Total other expense (income)     1,284       (3,022 )     10,766       (5,799 )
(Loss) income before provision for (benefit from) income taxes     (87,085 )     56,513       (177,088 )     (48,157 )
Provision for (benefit from) income taxes     11,272       11,747       (5,220 )     (11,516 )
Net (loss) income     (98,357 )     44,766       (171,868 )     (36,641 )
Amount attributable to non-controlling interests     7,195       1,135       18,741       (4,170 )
Net (loss) income attributable to Granite Construction Incorporated   $ (91,162 )   $ 45,901     $ (153,127 )   $ (40,811 )
                                 

Net (loss) income per share attributable to common shareholders (See Note 16)

                               
Basic   $ (2.00 )   $ 0.98     $ (3.36 )   $ (0.87 )
Diluted   $ (2.00 )   $ 0.97     $ (3.36 )   $ (0.87 )

Weighted average shares of common stock

                               

Basic

    45,654       46,788       45,598       46,771  

Diluted

    45,654       47,170       45,598       46,771  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

GRANITE CONSTRUCTION INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited - in thousands)

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
           

As Restated

           

As Restated

 
   

2020

   

2019

   

2020

   

2019

 

Net (loss) income

  $ (98,357 )   $ 44,766     $ (171,868 )   $ (36,641 )

Other comprehensive income (loss), net of tax:

                               

Net unrealized loss on derivatives

  $ (904 )   $ (720 )   $ (3,999 )   $ (3,496 )

Less: reclassification for net gains (losses) included in interest expense

    358       (46 )     798       (336 )

Net change

  $ (546 )   $ (766 )   $ (3,201 )   $ (3,832 )

Foreign currency translation adjustments, net

    344       (345 )     (156 )     1,273  

Other comprehensive loss

  $ (202 )   $ (1,111 )   $ (3,357 )   $ (2,559 )

Comprehensive income (loss)

  $ (98,559 )   $ 43,655     $ (175,225 )   $ (39,200 )

Non-controlling interests in comprehensive income (loss)

    7,195       1,135       18,741       (4,170 )

Comprehensive (loss) income attributable to Granite Construction Incorporated

  $ (91,364 )   $ 44,790     $ (156,484 )   $ (43,370 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

GRANITE CONSTRUCTION INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited - in thousands, except share data)

  

Outstanding Shares

  

Common Stock

  

Additional Paid-In Capital

  

Accumulated Other Comprehensive (Loss) Income

  

Retained Earnings

  

Total Granite Shareholders’ Equity

  

Non-controlling Interests

  

Total Equity

 
Balances at June 30, 2020  45,651,914  $458  $553,038  $(5,800) $520,025  $1,067,721  $23,039  $1,090,760 

Net loss

              (91,162)  (91,162)  (7,195)  (98,357)

Other comprehensive income

           (202)     (202)     (202)

Purchases of common stock (1)

  (1,352)     (25)        (25)     (25)

Restricted stock units (“RSUs”) vested

  5,133                      

Dividends on common stock ($0.13 per share)

              (5,935)  (5,935)     (5,935)
Transactions with non-controlling interests                    1,549   1,549 

Amortized RSUs and other

  (13)  (1)  1,290   2   (82)  1,209      1,209 
Balances at September 30, 2020  45,655,682  $457  $554,303  $(6,000) $422,846  $971,606  $17,393  $988,999 
                                 
Balances at June 30, 2019 (As Restated)  46,838,199  $468  $568,264  $(2,187) $579,920  $1,146,465  $47,718  $1,194,183 

Net income

              45,901   45,901   (1,135)  44,766 

Other comprehensive loss

           (1,111)     (1,111)     (1,111)

Purchases of common stock (1)

  (101,475)     (2,968)     (50)  (3,018)     (3,018)

RSUs vested

  4,555                      

Dividends on common stock ($0.13 per share)

              (6,076)  (6,076)     (6,076)

Transactions with non-controlling interests

                    (9,024)  (9,024)

Amortized RSUs and other

  (16)     1,737   16   (5)  1,748      1,748 
Balances at September 30, 2019 (As Restated)  46,741,263  $468  $567,033  $(3,282) $619,690  $1,183,909  $37,559  $1,221,468 
                                 

Balances at December 31, 2019

  45,503,805  $456  $549,307  $(2,645) $594,353  $1,141,471  $36,945  $1,178,416 

Net loss

              (153,127)  (153,127)  (18,741)  (171,868)

Other comprehensive loss

           (3,357)     (3,357)     (3,357)

Purchases of common stock (1)

  (55,273)  (1)  (750)        (751)     (751)

RSUs vested

  173,493   2            2      2 

Dividends on common stock ($0.13 per share)

              (17,797)  (17,797)     (17,797)

Effect of adopting Topic 326 (Note 2)

              (366)  (366)     (366)

Transactions with non-controlling interests

                    (810)  (810)

Amortized RSUs and other

  33,657      5,746   2   (217)  5,531   (1)  5,530 

Balances at September 30, 2020

  45,655,682  $457  $554,303  $(6,000) $422,846  $971,606  $17,393  $988,999 
                                 

Balances at December 31, 2018

  46,665,889  $467  $564,559  $(749) $679,453  $1,243,730  $45,624  $1,289,354 

Net (loss) income

              (40,811)  (40,811)  4,170   (36,641)

Other comprehensive loss

           (2,559)     (2,559)     (2,559)

Purchases of common stock (1)

  (189,566)  (2)  (6,914)        (6,916)     (6,916)

RSUs vested

  255,948   3            3      3 

Dividends on common stock ($0.13 per share)

              (18,251)  (18,251)     (18,251)

Effect of adopting Topic 842

              (539)  (539)     (539)

Transactions with non-controlling interests

                    (12,235)  (12,235)

Amortized RSUs and other

  8,992      9,388   26   (162)  9,252      9,252 

Balances at September 30, 2019 (As Restated)

  46,741,263  $468  $567,033  $(3,282) $619,690  $1,183,909  $37,559  $1,221,468 
(1) Represents shares purchased in connection with employee tax withholding for RSUs vested under our 2012 Equity Incentive Plan. 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

GRANITE CONSTRUCTION INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - in thousands)

           

As Restated

 

Nine Months Ended September 30,

 

2020

   

2019

 

Operating activities

               

Net loss

  $ (171,868 )   $ (36,641 )

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

               

Depreciation, depletion and amortization

    84,713       92,700  

Amortization related to the 2.75% Convertible Notes (See Note 14)

    6,458        

Gain on sales of property and equipment, net

    (4,870 )     (13,936 )

Deferred income taxes

    996       (2,150 )

Stock-based compensation

    5,203       8,924  

Equity in net loss from unconsolidated joint ventures

    38,529       93,274  

Net income from affiliates

    (4,415 )     (10,159 )

Non-cash impairment charges (See Note 4)

    156,690        

Other non-cash adjustments

    2,071       4,630  

Changes in assets and liabilities, net of the effect of an acquisition in 2019:

               

Receivables

    (98,118 )     (225,558 )

Contract assets, net

    144,558       (21,539 )

Inventories

    (13,226 )     (6,178 )

Contributions to unconsolidated construction joint ventures

    (38,044 )     (57,280 )

Distributions from unconsolidated construction joint ventures and affiliates

    9,279       13,181  

Other assets, net

    (6,208 )     (10,390 )

Accounts payable

    (16,559 )     143,678  

Accrued expenses and other current liabilities, net

    43,477       946  

Net cash provided by (used in) operating activities

    138,666       (26,498 )

Investing activities

               

Purchases of marketable securities

    (9,996 )      

Maturities of marketable securities

    10,000       20,000  
Proceeds from called marketable securities     24,996        

Purchases of property and equipment

    (74,901 )     (83,329 )

Proceeds from sales of property and equipment

    12,283       28,104  

Cash paid to purchase business

          (6,227 )

Other investing activities, net

    (4,283 )     (3,756 )

Net cash used in investing activities

    (41,901 )     (45,208 )

Financing activities

               

Proceeds from debt

    50,000       105,574  

Debt principal repayments

    (6,321 )     (86,018 )

Cash dividends paid

    (17,777 )     (18,240 )

Repurchases of common stock

    (753 )     (6,916 )

Contributions from non-controlling partners

    9,250        

Distributions to non-controlling partners

    (10,060 )     (12,234 )

Other financing activities, net

    324       1,242  

Net cash provided by (used in) financing activities

    24,663       (16,592 )

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

    121,428       (88,298 )

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

    268,108       278,629  

Cash, cash equivalents and $1,512 and $5,658 in restricted cash at end of period

  $ 389,536     $ 190,331  

Supplementary Information

               

Right of use assets obtained in exchange for lease obligations

  $ 9,486     $ 19,005  

Cash paid for operating lease liabilities

    16,137       13,713  

Cash paid during the period for:

               

Interest

  $ 11,966     $ 13,758  

Income taxes

    2,360       11,900  

Non-cash investing and financing activities:

               

RSUs issued, net of forfeitures

  $ 4,685     $ 8,573  

Accrued cash dividends

    5,935       6,076  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by Granite Construction Incorporated (“we,” “us,” “our,” “the Company” or “Granite”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), are unaudited and should be read in conjunction with our Annual Report on Form 10-K for the year ended  December 31, 2019. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. Further, the condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to state fairly our financial position at  September 30, 2020 and 2019 and the results of our operations and cash flows for the periods presented. The  December 31, 2019 condensed consolidated balance sheet data included herein was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP.

Our operations are typically affected more by weather conditions during the first and fourth quarters of our fiscal year which may alter our construction schedules and can create variability in our revenues and profitability. Therefore, the results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year.

We prepared the accompanying condensed consolidated financial statements on the same basis as our annual consolidated financial statements, except for the adoption during the three months ended March 31, 2020 of Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement and ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, neither of which had a material impact on our condensed consolidated financial statements. In addition, effective January 1, 2020, we adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and ASU No. 2019-05, Credit Losses (Topic 326): Targeted Transition Relief, the impact of which is described in Note 2.

Cash, Cash Equivalents and Restricted Cash: The table below presents changes in cash, cash equivalents and restricted cash on the condensed consolidated statements of cash flows and a reconciliation to the amounts reported in the condensed consolidated balance sheets (in thousands):

Nine months ended September 30,

 

2020

  

2019

 

Cash, cash equivalents and restricted cash, beginning of period

 $268,108  $278,629 

End of the period

        

Cash and cash equivalents

  388,024   184,673 

Restricted cash

  1,512   5,658 

Total cash, cash equivalents and restricted cash, end of period

  389,536   190,331 

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

 $121,428  $(88,298)

 

9

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

 

2. Recently Issued and Adopted Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments resulting in accounting for convertible debt instruments as a single liability measured at its amortized cost. This change will also reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. In addition, the ASU requires the application of the if-converted method for calculating diluted earnings per share and eliminates the treasury stock method. The ASU is effective commencing with our quarter ended March 31, 2022, with early adoption permitted. We are currently evaluating the impact of ASU 2020-06 on our condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in accounting for the effects of the transition away from LIBOR and other reference rates. This ASU was effective commencing with our quarter ended March 31, 2020 through December 31, 2022 and we expect to adopt in 2021. We do not expect the adoption of this ASU to have an impact on our condensed consolidated financial statements as our Credit Agreement (as defined in Note 14 below) uses the secured overnight financing rate as an alternative to LIBOR.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in May 2019 issued ASU No. 2019-05, Credit Losses (Topic 326): Targeted Transition Relief (collectively referred to as “Topic 326”). Topic 326 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. We adopted Topic 326 effective January 1, 2020, recognizing a net cumulative decrease to retained earnings of approximately $0.5 million. Topic 326 was applicable to the following financial assets: short and long-term marketable securities, receivables, contract assets and long-term notes receivables included in other noncurrent assets in our condensed consolidated balance sheets. We elected to estimate the expected credit losses using a loss rate method that was applied to groups of assets categorized based on similar risk characteristics. The loss rate was based on historical losses and other information available to management. To account for the measurement of expected credit losses an allowance for credit losses was required for receivables and contract assets and was not required for any other applicable financial asset. As of September 30, 2020, $1.9 million was deducted primarily from receivables to present the net amount expected to be collected. The increase in the allowance since the initial adoption of Topic 326 was due to additional credit risk exposure to our customers related to the COVID-19 pandemic.

In connection with the adoption of Topic 326, we implemented the following accounting policy as of January 1, 2020:

Allowance for Credit Losses: Financial assets, which potentially subject us to credit losses, consist primarily of short and long-term marketable securities, receivables, contract assets and long-term notes receivables included in other noncurrent assets in our consolidated balance sheets. We measure expected credit losses of financial assets based on historical loss and other information available to management using a loss rate method applied to asset groups with categorically similar risk characteristics. These expected credit losses are recorded to an allowance for credit losses valuation account that is deducted from receivables and contract assets to present the net amount expected to be collected on the financial asset on the consolidated balance sheet.

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

 

3.  Restatement

Restatement Background

As disclosed in our 2019 Annual Report on Form 10-K, in February 2020, the Audit/Compliance Committee of the Company’s Board of Directors, assisted by independent counsel, initiated an investigation of prior-period reporting for the Heavy Civil operating group, and the extent to which these matters affect the effectiveness of the Company’s internal control over financial reporting (the “Investigation”). The Investigation is now complete. We have restated our consolidated financial statements as of December 31, 2018, and for the years ended December 31, 2018 and 2017 and our unaudited quarterly financial information for the first three quarters in the year ended December 31, 2019 and for each of the quarters in the year ended December 31, 2018 in our Annual Report on Form 10-K for the year ended December 31, 2019 to correct misstatements associated with project forecasts in the Heavy Civil operating group (the “Investigation Adjustments”) discovered in connection with the independent Investigation. In addition to the Investigation Adjustments, we corrected additional identified out-of-period and uncorrected misstatements that were not material, individually or in the aggregate, to our consolidated financial statements (the “Other Adjustments”). We have reflected the impact of the restatement on our unaudited condensed consolidated financial information as of and for the three and nine months ended September 30, 2019 herein.

Description of Restatement Tables

We have presented below a reconciliation from the previously reported to the restated values as of and for the three and nine months ended September 30, 2019. The previously reported values were derived from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed on October 25, 2019 and are labeled as “As Previously Reported” in the following tables. The account balances labeled as “Investigation Adjustments” represent effects of adjustments resulting from the Investigation. The account balances labeled as “Other Adjustments” represent the effects of other adjustments, which related to revisions in estimates in projects primarily impacting revenue and cost of revenue in the Transportation segment as a result of out-of-period or uncorrected misstatements in previously filed financial statements that were not material, individually or in the aggregate, to those previously filed financial statements, balance sheet reclassifications and other immaterial adjustments.

The impacts to the condensed consolidated statements of shareholders’ equity and comprehensive income (loss) as a result of the restatement were due to the changes in net income (loss) for the three and nine months ended September 30, 2019. In addition, there was no impact to net cash used in investing and financing activities for the nine months ended September 30, 2019 as a result of the restatement.

The effects of the prior-period misstatements on our consolidated financial statements are as follows (in thousands, except per share data):

Consolidated Balance Sheet

September 30, 2019

 

As Previously Reported

  

Investigation Adjustments

  

Other Adjustments

  

As Restated

 

ASSETS

                

Current assets

                

Cash and cash equivalents

 $184,673  $  $  $184,673 

Short-term marketable securities

  37,918         37,918 

Receivables, net

  700,387   10,569   2,016   712,972 

Contract assets

  233,925   (17,452)  (10,066)  206,407 

Inventories

  95,442         95,442 

Equity in construction joint ventures

  209,765   (10,351)  4,540   203,954 

Other current assets

  42,698   9,019   208   51,925 

Total current assets

  1,504,808   (8,215)  (3,302)  1,493,291 

Property and equipment, net

  542,796         542,796 

Long-term marketable securities

  10,000         10,000 

Investments in affiliates

  84,914         84,914 

Goodwill

  264,112         264,112 

Right of use assets

  70,472         70,472 

Deferred income taxes, net

  38,443   (8,580)  774   30,637 

Other noncurrent assets

  118,228      (1,790)  116,438 

Total assets

 $2,633,773  $(16,795) $(4,318) $2,612,660 
                 

LIABILITIES AND EQUITY

                

Current liabilities

                

Current maturities of long-term debt

 $8,263  $  $  $8,263 

Accounts payable

  399,528      215   399,743 

Contract liabilities

  106,010   9,025   (5,736)  109,299 

Accrued expenses and other current liabilities

  342,040   12,031   5,150   359,221 

Total current liabilities

  855,841   21,056   (371)  876,526 

Long-term debt

  394,841         394,841 

Long-term lease liabilities

  56,740         56,740 

Deferred income taxes, net

  4,652         4,652 

Other long-term liabilities

  58,433         58,433 
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: 46,741,263 shares as of September 30, 2019

  468         468 

Additional paid-in capital

  567,033         567,033 

Accumulated other comprehensive loss

  (3,282)        (3,282)

Retained earnings

  656,487   (34,046)  (2,751)  619,690 

Total Granite Construction Incorporated shareholders’ equity

  1,220,706   (34,046)  (2,751)  1,183,909 

Non-controlling interests

  42,560   (3,805)  (1,196)  37,559 

Total equity

  1,263,266   (37,851)  (3,947)  1,221,468 

Total liabilities and equity

 $2,633,773  $(16,795) $(4,318) $2,612,660 

Consolidated Statement of Operations

   

Three Months Ended September 30, 2019

   

Nine Months Ended September 30, 2019

 
   

As Previously Reported

   

Investigation Adjustments

   

Other Adjustments

   

As Restated

   

As Reported

   

Investigation Adjustments

   

Other Adjustments

   

As Restated

 

Revenue

                                                               

Transportation

  $ 598,646     $ 23,861     $ 1,360     $ 623,867     $ 1,340,834     $ 72,094     $ (5,351 )   $ 1,407,577  

Water

    135,908       (1,771 )     267       134,404       347,994       (2,669 )     231       345,556  

Specialty

    224,457             287       224,744       540,234             (1,737 )     538,497  

Materials

    129,099                   129,099       268,389                   268,389  

Total revenue

    1,088,110       22,090       1,914       1,112,114       2,497,451       69,425       (6,857 )     2,560,019  

Cost of revenue

                                                               

Transportation

    585,013       (8,245 )     234       577,002       1,405,830       (24,647 )     (4,622 )     1,376,561  

Water

    120,878       674       215       121,767       313,582       674       215       314,471  

Specialty

    186,158                   186,158       464,858                   464,858  

Materials

    104,629                   104,629       233,675                   233,675  

Total cost of revenue

    996,678       (7,571 )     449       989,556       2,417,945       (23,973 )     (4,407 )     2,389,565  

Gross profit (loss)

    91,432       29,661       1,465       122,558       79,506       93,398       (2,450 )     170,454  

Selling, general and administrative expenses

    73,424                   73,424       224,577                   224,577  

Acquisition and integration expenses

    2,744                   2,744       15,244             (1,475 )     13,769  

Gain on sales of property and equipment

    (7,101 )                 (7,101 )     (13,936 )                 (13,936 )

Operating income (loss)

    22,365       29,661       1,465       53,491       (146,379 )     93,398       (975 )     (53,956 )

Other (income) expense

                                                               

Interest income

    (1,713 )                 (1,713 )     (6,257 )                 (6,257 )

Interest expense

    4,839                   4,839       13,011                   13,011  

Equity in income of affiliates, net

    (6,275 )                 (6,275 )     (10,159 )                 (10,159 )

Other income, net

    127                   127       (2,394 )                 (2,394 )

Total other income

    (3,022 )                 (3,022 )     (5,799 )                 (5,799 )

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

    25,387       29,661       1,465       56,513       (140,580 )     93,398       (975 )     (48,157 )

Provision for (benefit from) income taxes

    3,474       7,898       375       11,747       (37,451 )     26,145       (210 )     (11,516 )

Net income (loss)

    21,913       21,763       1,090       44,766       (103,129 )     67,253       (765 )     (36,641 )

Amount attributable to non-controlling interests

    (1,425 )     2,660       (100 )     1,135       (8,793 )     4,060       563       (4,170 )

Net income (loss) attributable to Granite Construction Incorporated

  $ 20,488     $ 24,423     $ 990     $ 45,901     $ (111,922 )   $ 71,313     $ (202 )   $ (40,811 )
                                                                 

Net income (loss) income per share attributable to common shareholders

                                                               

Basic

  $ 0.44     $ 0.52     $ 0.02     $ 0.98     $ (2.39 )   $ 1.52     $ (0.00 )   $ (0.87 )

Diluted

  $ 0.43     $ 0.52     $ 0.02     $ 0.97     $ (2.39 )   $ 1.52     $ (0.00 )   $ (0.87 )

Weighted average shares of common stock

                                                               

Basic

    46,788       46,788       46,788       46,788       46,771       46,771       46,771       46,771  

Diluted

    47,170       47,170       47,170       47,170       46,771       46,771       46,771       46,771  

Consolidated Statement of Cash Flows

Nine Months Ended September 30, 2019

 

As Previously Reported

   

Investigation Adjustments

   

Other Adjustments

   

As Restated

 

Operating activities

                               

Net (loss) income

  $ (103,129 )   $ 67,253     $ (765 )   $ (36,641 )

Adjustments to reconcile net (loss) income to net cash used in operating activities:

                               

Depreciation, depletion and amortization

    92,700                   92,700  

Gain on sales of property and equipment

    (13,936 )                 (13,936 )

Deferred income taxes

    (37,338 )     35,188             (2,150 )

Stock-based compensation

    8,924                   8,924  

Equity in net loss (income) from unconsolidated joint ventures

    173,008       (77,334 )     (2,400 )     93,274  

Net income from affiliates

    (10,159 )                 (10,159 )

Other non-cash adjustments

    4,630                   4,630  

Changes in assets and liabilities, net of the effects of an acquisition:

                               

Receivables

    (224,475 )           (1,083 )     (225,558 )

Contract assets, net

    (13,276 )     (16,109 )     7,846       (21,539 )

Inventories

    (6,178 )                 (6,178 )

Contributions to unconsolidated construction joint ventures

    (57,280 )                 (57,280 )

Distributions from unconsolidated construction joint ventures and affiliates

    13,181                   13,181  

Other assets, net

    (1,141 )     (8,998 )     (251 )     (10,390 )

Accounts payable

    148,739             (5,061 )     143,678  

Accrued expenses and other current liabilities, net

    (768 )           1,714       946  

Net cash used in operating activities

  $ (26,498 )   $     $     $ (26,498 )
 

4.  Impairment Charges

Goodwill

We performed an interim goodwill impairment test on the March 31, 2020 balances of our Water and Mineral Services Group Materials and Specialty reporting units due to an adverse change in the business climate for these reporting units, including a modified relationship with a business partner, increased competition and market consolidation during the three months ended March 31, 2020, exasperated by economic disruption and market conditions associated with the COVID-19 pandemic. These factors led to reductions in the revenue and margin growth rates used in our quantitative goodwill tests. The goodwill impairment test resulted in a $14.8 million impairment charge during the three months ended March 31, 2020 associated with our Water and Mineral Services Group Materials reporting unit and no impairment charge associated with our Water and Minerals Services Group Specialty reporting unit as its estimated fair value exceeded its net book value (i.e., cushion) by over 15%. Interim goodwill impairment tests were not performed on our remaining reporting units as there was no indication of a possible goodwill impairment.

We performed a second interim goodwill impairment test on the September 30, 2020 balances of our Midwest Group Specialty, Water and Mineral Services Group Water and Water and Mineral Services Group Materials reporting units due to the continued impact from an adverse change in the business climate, including reduced market share due to loss of strategic personnel during the three months ended September 30, 2020. These factors led to reductions in the revenue and margin growth rates, and delays in the timing of future cash flows used in our quantitative goodwill tests. The goodwill impairment test resulted in a non-cash impairment charge of an additional $117.9 million and $14.4 million associated with our Water and Mineral Services Group Water and Water and Mineral Services Group Materials reporting units, respectively, during the three months ended September 30, 2020. The goodwill impairment tests for the Midwest Group Specialty reporting unit indicated that their estimated fair values exceeded their net book value (i.e., headroom) by nearly 15%; therefore, no impairment charge was recorded. Interim goodwill impairment tests were not performed on our remaining reporting units as there was no indication of a possible goodwill impairment. We completed our 2020 annual goodwill impairment tests during the quarter ended December 31, 2020 and no additional impairment charge was recorded.  

Consistent with our annual impairment test, we calculated the estimated fair values of the Water and Mineral Services Group Materials and Water and Mineral Services Group Specialty reporting units using the discounted cash flows and market multiple methods. Judgments inherent in these methods included the determination of appropriate discount rates, the amount and timing of expected future cash flows, revenue and margin growth rates, and appropriate benchmark companies. The cash flows used in our discounted cash flow model were based on five-year financial forecasts developed internally by management adjusted for market participant-based assumptions. Our discount rate assumptions were based on an assessment of the equity cost of capital and appropriate capital structure for our reporting units.

Future developments that we are unable to anticipate may require us to further revise the estimated future cash flows, which could adversely affect the fair value of our reporting units in future periods and result in additional impairment charges. The assumptions used in the goodwill impairment tests are classified as Level 3 inputs. 

Investment in Affiliates

During the nine months ended September 30, 2020, operating costs increased in certain of our foreign entity investments in affiliates which resulted in price increases and therefore a decrease in demand. The effect of this change in business climate on certain investments’ expected future operating cash flows resulted in other than temporary decline in fair value below the carrying value. Therefore, we recorded a non-cash impairment charge of $9.6 million during the nine months ended September 30, 2020. The remaining carrying value of the investments of $76.5 million at September 30, 2020 represents the fair value recorded on a nonrecurring basis and is a Level 3 fair value measurement.

 

5.Revisions in Estimates

Our profit recognition related to construction contracts is based on estimates of transaction price and costs to complete each project. These estimates can vary significantly in the normal course of business as projects progress, circumstances develop and evolve, and uncertainties are resolved. Changes in estimates of transaction price and costs to complete may result in the reversal of previously recognized revenue if the current estimate adversely differs from the previous estimate. When we experience significant changes in our estimates, we undergo a process that includes reviewing the nature of the changes to ensure that there are no material amounts that should have been recorded in a prior period rather than as revisions in estimates for the current period. For revisions in estimates, generally we use the cumulative catch-up method for changes to the transaction price that are part of a single performance obligation. Under this method, revisions in estimates are accounted for in their entirety in the period of change. There can be no assurance that we will not experience further changes in circumstances or otherwise be required to revise our estimates in the future. Other than those identified in the 2019 Annual Report on Form 10-K, we did not identify any material amounts that should have been recorded in a prior period for the three and nine months ended  September 30, 2019. In our review of these changes for the three and nine months ended  September 30, 2020, we did not identify any material amounts that should have been recorded in a prior period. 

In the normal course of business, we have revisions in estimates, including estimated costs some of which are associated with unresolved affirmative claims and back charges. The estimated or actual recovery related to these estimated costs may be recorded in future periods or may be at values below the associated cost, which can cause fluctuations in the gross profit impact from revisions in estimates.

There were no increases from revisions in estimates, which individually had an impact of $5.0 million or more on gross profit, for the periods presented.

The projects with decreases from revisions in estimates, which individually had an impact of $5.0 million or more on gross profit, are summarized as follows (dollars in millions except per share data):

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
      

As Restated

      

As Restated

 
  

2020

  

2019

  

2020

  

2019

 

Number of projects with downward estimate changes

  3   4   6   10 

Range of reduction in gross profit from each project, net

 $7.2 - 17.8  $5.6 - 13.6  $6.5 - 37.6  $5.9 - 48.0 

Decrease to project profitability

 $32.2  $37.0  $107.5  $162.5 

Increase to net loss

 $21.7  $29.0  $72.6  $127.6 

Increase to net loss per diluted share

 $0.48  $0.62  $1.59  $2.73 

Other than one project in our Specialty segment during the three and nine months ended September 30, 2020, all decreases during the three and nine months ended September 30, 2020 were in our Transportation segment and were due to additional costs from differing site conditions, lower productivity than originally anticipated and unfavorable weather. The decreases during the three and nine months ended  September 30, 2019 were due to increased project completion costs, schedule delays, lower productivity than originally anticipated and performance of a significant amount of disputed work partially offset by an increase in estimated recovery from customer affirmative claims. 

11

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

6. Disaggregation of Revenue

The following tables present our disaggregated revenue (in thousands): 

Three months ended September 30,

2020

 

Transportation

  

Water

  

Specialty

  

Materials

  

Total

 

California

 $224,636  $10,498  $62,623  $75,901  $373,658 

Federal

  3,140   341   28,765      32,246 

Heavy Civil

  165,434   9,985   12,892      188,311 

Midwest

  43,896      24,392      68,288 

Northwest

  186,893   444   57,247   48,674   293,258 

Water and Mineral Services

     85,331   19,215   4,882   109,428 

Total

 $623,999  $106,599  $205,134  $129,457  $1,065,189 

 

2019 (As Restated)

 

Transportation

  

Water

  

Specialty

  

Materials

  

Total

 

California

 $197,057  $10,390  $60,791  $71,251  $339,489 

Federal

  56   155   23,973      24,184 

Heavy Civil

  187,828   389         188,217 

Midwest

  27,359   39   45,701      73,099 

Northwest

  211,567   1,095   70,754   51,662   335,078 

Water and Mineral Services

     122,336   23,525   6,186   152,047 

Total

 $623,867  $134,404  $224,744  $129,099  $1,112,114 

Nine months ended September 30, 

2020

 

Transportation

  

Water

  

Specialty

  

Materials

  

Total

 

California

 $478,590  $24,225  $158,076  $161,397  $822,288 

Federal

  5,306   1,309   78,760      85,375 

Heavy Civil

  519,963   28,260   27,963      576,186 

Midwest

  103,081   152   74,543      177,776 

Northwest

  403,061   4,344   125,647   103,812   636,864 

Water and Mineral Services

     259,690   48,098   10,610   318,398 

Total

 $1,510,001  $317,980  $513,087  $275,819  $2,616,887 

 

2019 (As Restated)

 

Transportation

  

Water

  

Specialty

  

Materials

  

Total

 

California

 $404,981  $14,390  $135,928  $145,278  $700,577 

Federal

  133   1,034   57,698      58,865 

Heavy Civil

  501,330   7,370         508,700 

Midwest

  73,555   123   119,148      192,826 

Northwest

  427,578   3,675   151,621   107,040   689,914 

Water and Mineral Services

     318,964   74,102   16,071   409,137 

Total

 $1,407,577  $345,556  $538,497  $268,389  $2,560,019 

 

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

7. Unearned Revenue

The following tables present our unearned revenue as of the respective periods (in thousands):

September 30, 2020

 

Transportation

  

Water

  

Specialty

  

Total

 

California

 $562,988  $52,598  $115,748  $731,334 

Federal

  13,787   494   107,273   121,554 

Heavy Civil

  1,060,034   24,803   224,427   1,309,264 

Midwest

  169,538      106,694   276,232 

Northwest

  505,559   721   50,752   557,032 

Water and Mineral Services

     118,938      118,938 

Total

 $2,311,906  $197,554  $604,894  $3,114,354 

 

June 30, 2020

 

Transportation

  

Water

  

Specialty

  

Total

 

California

 $636,385  $61,151  $122,989  $820,525 

Federal

  16,464   861   123,169   140,494 

Heavy Civil

  1,188,587   34,961   233,068   1,456,616 

Midwest

  214,016      112,299   326,315 

Northwest

  571,068   330   89,730   661,128 

Water and Mineral Services

     130,561      130,561 

Total

 $2,626,520  $227,864  $681,255  $3,535,639 

 

September 30, 2019 (As Restated)

 

Transportation

  

Water

  

Specialty

  

Total

 

California

 $520,649  $19,594  $96,921  $637,164 

Federal

  14,699   1,181   177,686   193,566 

Heavy Civil

  1,627,696   52,820   245,477   1,925,993 

Midwest

  222,045   70   140,721   362,836 

Northwest

  276,090   1,880   74,959   352,929 

Water and Mineral Services

     159,608      159,608 

Total

 $2,661,179  $235,153  $735,764  $3,632,096 

 

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

8. Contract Assets and Liabilities

During the three and nine months ended September 30, 2020, we recognized revenue of $3.5 million and $117.5 million, respectively, that was included in the contract balance at December 31, 2019. During the three and nine months ended September 30, 2019, we recognized revenue of $8.9 million and $123.8 million, respectively, that was included in the contract liability balance at  December 31, 2018.

As a result of changes in contract transaction price related to performance obligations that were satisfied or partially satisfied prior to the end of the periods, we recognized revenue of $99.7 million and $214.4 million during the three and nine months ended September 30, 2020, respectively, and $52.5 million and $150 million during the three and nine months ended September 30, 2019, respectively. The changes in contract transaction price were from items such as executed or estimated change orders and unresolved contract modifications and claims.

As of  September 30, 2020, December 31, 2019 and September 30, 2019, the aggregate claim recovery estimates included in contract asset and liability balances were $29.2 million, $71.1 million and $67.2 million, respectively.

The components of the contract asset balances as of the respective dates were as follows (in thousands):

           As Restated 
  

September 30, 2020

  

December 31, 2019

  

September 30, 2019

 

Costs in excess of billings and estimated earnings

 $39,623  $100,761  $100,345 

Contract retention

  120,316   110,680   106,062 

Total contract assets

 $159,939  $211,441  $206,407 

As of  September 30, 2020, December 31, 2019 and September 30, 2019, no contract retention individually exceeded 10% of total net receivables at any of the presented dates. The majority of the contract retention balance is expected to be collected within one year. 

The components of the contract liability balances as of the respective dates were as follows (in thousands):

          As Restated 
  

September 30, 2020

  

December 31, 2019

  

September 30, 2019

 

Billings in excess of costs and estimated earnings, net of retention

 $168,383  $86,736  $100,916 

Provisions for losses

  21,047   9,001   8,383 

Total contract liabilities

 $189,430  $95,737  $109,299 
 

9.  Receivables, net 

Receivables include billed and unbilled amounts for services provided to clients for which we have an unconditional right to payment as of the end of the applicable period and do not bear interest. The following table presents major categories of receivables (in thousands):

               

As Restated

 
      September 30, 2020       December 31, 2019     September 30, 2019  

Contracts completed and in progress:

                       

Billed

  $ 355,293     $ 299,633     $ 417,373  

Unbilled

    167,311       149,696       182,762  

Total contracts completed and in progress

    522,604       449,329       600,135  

Material sales

    70,918       42,936       72,486  

Other

    71,691       55,526       41,259  

Total gross receivables

    665,213       547,791       713,880  

Less: allowance for credit losses

    3,265       374       908  

Total net receivables

  $ 661,948     $ 547,417     $ 712,972  

Included in other receivables at  September 30, 2020, December 31, 2019 and September 30, 2019, were items such as estimated recovery from back charge claims, notes receivable, fuel tax refunds and income tax refunds. No such receivables individually exceeded 10% of total net receivables at any of these dates.

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

10. Fair Value Measurement

The following tables summarize significant assets and liabilities measured at fair value in the condensed consolidated balance sheets on a recurring basis for each of the fair value levels (in thousands):

  

Fair Value Measurement at Reporting Date Using

 

September 30, 2020

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Cash equivalents

                

Money market funds

 $78,981  $  $  $78,981 

Other current assets

                

Commodity swap

     209      209 

Other noncurrent assets

                

Restricted cash

  1,512         1,512 

Total assets

 $80,493  $209  $  $80,702 

Accrued and other current liabilities

                

Interest rate swap

 $  $8,353  $  $8,353 

Total liabilities

 $  $8,353  $  $8,353 

 

December 31, 2019

                

Cash equivalents

                

Money market funds

 $94,696  $  $  $94,696 

Other noncurrent assets

                

Restricted cash

  5,835         5,835 

Total assets

 $100,531  $  $  $100,531 

Accrued and other current liabilities

                

Interest rate swap

 $  $4,603  $  $4,603 

Total liabilities

 $  $4,603  $  $4,603 

 

September 30, 2019

                

Cash equivalents

                

Money market funds

 $68,579  $  $  $68,579 

Other noncurrent assets

                

Restricted cash

  5,658         5,658 

Total assets

 $74,237  $  $  $74,237 

Accrued and other current liabilities

                

Interest rate swap

 $  $5,564  $  $5,564 

Total liabilities

 $  $5,564  $  $5,564 

 

15

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

Interest Rate Swaps

In connection with the Third Amended and Restated Credit Agreement (as discussed further in Note 14) we entered into two interest rate swaps designated as cash flow hedges with an effective date of May 2018. The two cash flow hedges had a combined initial notional amount of $150.0 million and mature in May 2023. The interest rate swaps are designed to convert the interest rate on the term loan from a variable interest rate of LIBOR plus an applicable margin to a fixed rate of 2.76% plus the same applicable margin. The interest rate swap is measured at fair value on the consolidated balance sheets using the income approach, which discounts the future net cash settlements expected under the derivative contracts to a present value. These valuations primarily utilize indirectly observable inputs, including contractual terms, interest rates and yield curves observable at commonly quoted intervals.

Other Assets and Liabilities

The carrying values and estimated fair values of financial instruments that are not required to be recorded at fair value in the condensed consolidated balance sheets were as follows:

   

September 30, 2020

  

December 31, 2019

  

September 30, 2019

 

(in thousands)

Fair Value Hierarchy

 

Carrying Value

  

Fair Value

  

Carrying Value

  

Fair Value

  

Carrying Value

  

Fair Value

 

Assets:

                         

Held-to-maturity marketable securities (1)

Level 1

 $5,700  $5,696  $32,799  $32,792  $47,918  $47,856 

Liabilities (including current maturities):

                         

2.75% Convertible Notes (2),(3)

Level 2

 $198,606   184,000  $193,696  $249,895  $  $ 

Credit Agreement - term loan (2)

Level 3

  133,125   135,046   138,750   139,042   140,625   141,634 

Credit Agreement - revolving credit facility (2)

Level 3

  75,000   76,180   25,000   25,043   250,000   251,986 

(1) All marketable securities were classified as held-to-maturity and consisted of U.S. Government and agency obligations as of September 30, 2020, December 31, 2019 and September 30, 2019.

(2) The fair value of the 2.75% Convertible Notes is based on the median price of the notes in an active market as of September 30, 2020 and December 31, 2019. The fair value of the Credit Agreement is based on borrowing rates available to us for long-term loans with similar terms, average maturities, and credit risk. See Note 14 for definitions of, and more information about, the Credit Agreement and 2.75% Convertible Notes. 

(3) Excluded from carrying value is $31.4 million and $36.3 million debt discount of as of September 30, 2020 and December 31, 2019, respectively, related to the 2.75% Convertible Notes (see Note 14).

 

As disclosed in Note 4, we recorded fair value adjustments related to nonfinancial assets measured at fair value on a nonrecurring basis during the three and nine months ended September 30, 2020. During the three and nine months ended September 30, 2020, we did not record any fair value adjustments related to nonfinancial liabilities measured at fair value on a nonrecurring basis. During the three and nine months ended September 30, 2019, we did not record any fair value adjustments related to nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.

 

 

16

 

11. Construction Joint Ventures

We participate in various construction joint ventures. We have determined that certain of these joint ventures are consolidated because they are variable interest entities (“VIEs”) and we are the primary beneficiary. We continually evaluate whether there are changes in the status of the VIEs or changes to the primary beneficiary designation of the VIE. Based on our assessments during the three and nine months ended September 30, 2020, we determined no change was required for existing joint ventures.

Due to the joint and several nature of the performance obligations under the related owner contracts, if any of the partners fail to perform, we and the remaining partners, if any, would be responsible for performance of the outstanding work (i.e., we provide a performance guarantee). At  September 30, 2020, there was approximately $1.8 billion of construction revenue to be recognized on unconsolidated and line item construction joint venture contracts of which $0.7 billion represented our share and the remaining $1.1 billion represented our partners’ share. We are not able to estimate amounts that may be required beyond the remaining cost of the work to be performed. These costs could be offset by billings to the customer or by proceeds from our partners’ corporate and/or other guarantees.

Consolidated Construction Joint Ventures (“CCJVs”)

At  September 30, 2020, we were engaged in seven active CCJV projects with total contract values ranging from $26.1 million to $435.3 million and a combined total of $1.7 billion of which our share was $1.0 billion. Our share of revenue remaining to be recognized on these CCJVs was $451.3 million and ranged from $6.5 million to $173.8 million. Our proportionate share of the equity in these joint ventures was between 50.0% and 65.0%. During the three and nine months ended September 30, 2020, total revenue from CCJVs was $79.2 million and $219.9 million, respectively, and during the three and nine months ended September 30, 2019, total revenue from CCJVs was $66.1 million and $205.6 million, respectively. During the nine months ended September 30, 2020 and 2019, CCJVs provided $17.0 million and used $19.0 million of operating cash flows, respectively.

17

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

Unconsolidated Construction Joint Ventures

As of  September 30, 2020, we were engaged in ten active unconsolidated joint venture projects with total contract values ranging from $12.1 million to $3.8 billion for a combined total of $11.6 billion of which our share was $3.4 billion. Our proportionate share of the equity in these unconsolidated construction joint ventures ranged from 20.0% to 50.0%. As of  September 30, 2020, our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was $538.0 million and ranged from $1.1 million to $141.1 million.

The following is summary financial information related to unconsolidated construction joint ventures:

          

As Restated

 

(in thousands)

 

September 30, 2020

  

December 31, 2019

  

September 30, 2019

 

Assets

            

Cash, cash equivalents and marketable securities

 $211,483  $179,049  $217,279 

Other current assets (1)

  874,396   972,840   863,182 

Noncurrent assets

  176,195   207,584   209,865 

Less partners’ interest

  849,213   904,565   858,235 

Granite’s interest (1),(2)

  412,861   454,908   432,091 

Liabilities

            

Current liabilities

  514,739   581,199  $542,278 

Less partners’ interest and adjustments (3)

  211,749   243,202   231,909 

Granite’s interest

  302,990   337,997   310,369 

Equity in construction joint ventures (4)

 $109,871  $116,911  $121,722 

(1) Included in this balance and in accrued expenses and other current liabilities on the condensed consolidated balance sheets was $82.3 million as of September 30, 2020 and $81.9 million as of both  December 31, 2019 and September 30, 2019, related to performance guarantees.

(2) Included in this balance as of September 30, 2020, December 31, 2019 and September 30, 2019, was $86.2 million, $116.8 million and $118.0 million, respectively, related to Granite’s share of estimated cost recovery of customer affirmative claims. In addition, this balance included $13.8 million, $15.9 million and $14.8 million related to Granite’s share of estimated recovery of back charge claims as of  September 30, 2020, December 31, 2019 and September 30, 2019, respectively.

(3) Partners’ interest and adjustments includes amounts to reconcile total net assets as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast differences.

(4) Included in this balance and in accrued expenses and other current liabilities on our condensed consolidated balance sheets was $75.1 million, $76.2 million and $82.2 million as of  September 30, 2020 December 31, 2019 and September 30, 2019, respectively, related to deficits in unconsolidated construction joint ventures, which includes provisions for losses.

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
      

As Restated

      

As Restated

 

(in thousands)

 

2020

  

2019

  

2020

  

2019

 

Revenue

                

Total

 $293,733  $421,977  $740,224  $1,273,982 

Less partners’ interest and adjustments (1)

  206,032   309,937   471,999   949,855 

Granite’s interest

  87,701   112,040   268,225   324,127 

Cost of revenue

                

Total

  299,776   441,898   884,991   1,309,867 

Less partners’ interest and adjustments (1)

  203,932   308,764   578,235   891,795 

Granite’s interest

  95,844   133,134   306,756   418,072 

Granite’s interest in gross loss

 $(8,143) $(21,094) $(38,531) $(93,945)

(1) Partners’ interest and adjustments includes amounts to reconcile total revenue and total cost of revenue as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast differences.

During the three and nine months ended September 30, 2020, unconsolidated construction joint venture net loss was $(6.0) million and $(144.5) million, respectively, of which our share was $(8.0) million and $(38.5) million, respectively. The differences between our share of the joint venture net loss when compared to the joint venture net loss primarily resulted from differences between our estimated total revenue and cost of revenue when compared to that of our partners’ on five and four projects during 2020 and 2019, respectively. The differences are due to timing differences from varying accounting policies and in public company quarterly reporting requirements. These joint venture net loss amounts exclude our corporate overhead required to manage the joint ventures and include taxes only to the extent the applicable states have joint venture level taxes.

Line Item Joint Ventures

As of September 30, 2020, we had four active line item joint venture construction projects with a total contract value of $318.0 million of which our portion was $188.5 million. As of  September 30, 2020, our share of revenue remaining to be recognized on these line item joint ventures was $111.3 million. During the three and nine months ended September 30, 2020, our portion of revenue from line item joint ventures was $27.5 million and $58.7 million, respectively. During the three and nine months ended September 30, 2019, our portion of revenue from line item joint ventures was $9.1 million and $21.3 million, respectively.

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

12. Investments in Affiliates

Our investments in affiliates balance consists of equity method investments in the following types of entities:

(in thousands)

 

September 30, 2020

  

December 31, 2019

  

September 30, 2019

 

Foreign

 $46,000  $55,335  $55,769 

Real estate

  16,535   17,229   17,670 

Asphalt terminal

  13,929   11,612   11,475 

Total investments in affiliates

 $76,464  $84,176  $84,914 

The following table provides summarized balance sheet information for our affiliates accounted for under the equity method on a combined basis:

(in thousands)

 

September 30, 2020

  

December 31, 2019

  

September 30, 2019

 

Current assets

 $116,712  $122,348  $140,487 

Noncurrent assets

  165,292   165,331   168,715 

Total assets

  282,004   287,679   309,202 

Current liabilities

  48,478   48,322   61,738 

Long-term liabilities (1)

  55,206   61,078   60,230 

Total liabilities

  103,684   109,400   121,968 

Net assets

  178,320   178,279   187,234 

Granite’s share of net assets

 $76,464  $84,176  $84,914 

(1) The balance primarily related to local bank debt for equipment purchases and working capital in our foreign affiliates and debt associated with our real estate investments.

Of the $282.0 million of total affiliate assets as of September 30, 2020, we had investments in thirteen foreign entities with total assets ranging from $0.1 million to $66.0 million, three real estate entities with total assets ranging from $8.1 million to $35.7 million and the asphalt terminal entity had total assets of $31.6 million. We have direct and indirect investments in the foreign entities and our percent ownership ranged from 25% to 50% as of September 30, 2020. During the nine months ended September 30, 2020, we recorded a $9.6 million impairment charge related to our investment in foreign affiliates. See Note 4 for further discussion of the impairment charge. The equity method investments in real estate affiliates included $13.2 million, $13.6 million and $14.1 million in residential real estate in Texas as of  September 30, 2020, December 31, 2019 and September 30, 2019, respectively. Our percent ownership in the real estate entities ranged from 18% to 47% as of  September 30, 2020. The remaining balances were in commercial real estate in Texas.

 

13. Property and Equipment, net

Balances of major classes of assets and total accumulated depreciation and depletion are included in property and equipment, net in the condensed consolidated balance sheets and were as follows:

(in thousands)

 

September 30, 2020

   

December 31, 2019

   

September 30, 2019

 

Equipment and vehicles

  $ 959,828     $ 947,687     $ 949,577  

Quarry property

    199,677       188,960       185,792  

Land and land improvements

    135,102       132,531       134,543  

Buildings and leasehold improvements

    122,119       122,316       112,940  

Office furniture and equipment

    72,675       67,991       66,791  

Property and equipment

    1,489,401       1,459,485       1,449,643  

Less: accumulated depreciation and depletion

    953,145       917,188       906,847  

Property and equipment, net

  $ 536,256     $ 542,297     $ 542,796  

 

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

14. Long-Term Debt and Credit Arrangements

(in thousands)

 

September 30, 2020

  

December 31, 2019

  

September 30, 2019

 

2.75% Convertible Notes

 $198,606  $193,696  $ 

Credit Agreement - term loan

  133,125   138,750   140,625 

Credit Agreement - revolving credit facility

  75,000   25,000   250,000 

Debt issuance costs and other

  7,166   6,906   12,479 

Total debt

  413,897   364,352   403,104 

Less current maturities

  8,253   8,244   8,263 

Total long-term debt

 $405,644  $356,108  $394,841 

The aggregate minimum principal maturities of long-term debt related to balances at September 30, 2020 excluding debt issuance costs, including current maturities and the $31.4 million unamortized debt discount related to the 2.75% Convertible Notes are as follows $2.1 million during the remainder of 2020; $8.5 million in 2021; $8.5 million in 2022; $192.3 million in 2023; $231.1 million in 2024; and $7.9 million in 2025 and thereafter.

Credit Agreement

On March 26, 2020, we entered into Amendment No. 3 to the Third Amended and Restated Credit Agreement, which among other things, (i) reduced the revolving credit facility from $350.0 million to $275.0 million; (ii) amended the definition of Applicable Rate; (iii) amended the definition of Consolidated EBITDA which is used in the Consolidated Leverage Ratio financial covenant calculation; and (iv) modified certain financial covenants to allow for investments in certain large projects during 2020.

On June 19, 2020 and November 12, 2020, we entered into Amendments No. 4 and No. 5, respectively, to the Third Amended and Restated Credit Agreement, which, among other things, provided additional timing for the Company to deliver annual and quarterly financial statements. 

On February 19, 2021, we entered into the Limited Waiver and Amendment No. 6 to the Third Amended and Restated Credit Agreement which waives any defaults or events of defaults that may have arisen in connection with the Company’s restatement during the periods covered by the restatement, the failure to comply with a financial covenant and any right of the lenders to collect interest at the default rate with respect to the waived defaults and events of default.

We refer to Third Amended and Restated Credit Agreement dated  May 31, 2018 and all subsequent amendments listed above as “Credit Agreement.” 

The Credit Agreement consists of a term loan and a revolving credit facility. 

The term loan requires that Granite repay 1.25% of the original $150.0 million principal balance each quarter until the maturity date, at which point the remaining balance is due. As of each  September 30, 2020, December 31, 2019 and September 30, 2019, $7.5 million of the term loan balance was included in current maturities of long-term debt on the condensed consolidated balance sheets and the remaining $125.6 million, $131.3 million and $133.1 million, respectively, was included in long-term debt.

As of  September 30, 2020, the total unused availability under the Credit Agreement was $155.9 million resulting from $44.1 million in issued and outstanding letters of credit and $75.0 million drawn under the revolving credit facility. The letters of credit had expiration dates between October 2020 and  December 2023. 

Borrowings under the Credit Agreement bear interest at LIBOR, subject to a 75 basis point floor, or a base rate (at our option), plus an applicable margin based on the Consolidated Leverage Ratio (as defined in the Credit Agreement) calculated quarterly. LIBOR varies based on the applicable loan term, market conditions and other external factors. The applicable margin was 3.00% for loans bearing interest based on LIBOR and 2.00% for loans bearing interest at the base rate at  September 30, 2020. Accordingly, the effective interest rate at  September 30, 2020, using three-month LIBOR and the base rate was 3.75% and 5.25%, respectively, and we elected to use LIBOR for both the term loan and the revolving credit facility.

2.75% Convertible Notes 

In November 2019, we issued an aggregate principal amount of $230.0 million of convertible senior notes (the “2.75% Convertible Notes”) at an interest rate of 2.75% per annum payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2020 and maturing on November 1, 2024, unless earlier converted, redeemed or repurchased.

As of September 30, 2020 and  December 31, 2019, the carrying amount of the liability component was $198.6 million and $193.7 million, respectively. As of September 30, 2020 and  December 31, 2019, the unamortized debt discount was $31.4 million and $36.3 million, respectively.

On October 29, 2019, in connection with the offering of our 2.75% Convertible Notes, we entered into a purchased equity derivative instrument (“Hedge Option”) and sold warrants to reduce the cost of the Hedge Option. The Hedge Option and warrants were included in additional paid-in capital on the condensed consolidated balance sheets and were $27.9 million and $11.2 million, respectively, as of both September 30, 2020 and December 31, 2019.

On May 4, 2020, the Company notified the Trustee for the 2.75% Convertible Notes that beginning May 5, 2020 until the date on which the Company regained compliance with its filing requirements under section 4.06(d) of the indenture, the Company would pay 0.50% per annum of additional interest to the Noteholders on the November 1st and May 1st semi-annual coupon payment dates. 

2019 Notes

As of September 30, 2019, senior notes payable in the amount of $40.0 million were due to a group of institutional holders, and had an interest rate of 6.11% per annum and were originally due in December 2019 (“2019 Notes”). On July 29, 2019, we called and redeemed the $40.0 million outstanding balance. 

Covenants and Events of Default

Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below. Our failure to comply with these covenants would constitute an event of default under the Credit Agreement. Additionally, our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 2.75% Convertible Notes or our Credit Agreement would constitute an event of default under the indenture governing our 2.75% Convertible Notes or the Credit Agreement. A default under our Credit Agreement could result in (i) us no longer being entitled to borrow under such facility; (ii) termination of such facility; (iii) the requirement that any letters of credit under such facility be cash collateralized; (iv) acceleration of amounts owed under the Credit Agreement; and/or (v) foreclosure on any lien securing the obligations under such facility. A default under the indenture governing our 2.75% Convertible Notes could result in acceleration of the maturity of the notes.

The most significant financial covenants under the terms of our Credit Agreement require the maintenance of a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio. As of September 30, 2020, the Consolidated Leverage Ratio was 2.96, which did not exceed the maximum of 3.25. Our Consolidated Interest Coverage Ratio was 5.69, which exceeded the minimum of 4.00. To accommodate the delays in filing our financial statements, we entered into amendments with our lenders to extend the deadline for filing the 2019 Annual Report on Form 10-K and all of our 2020 Quarterly Reports on Form 10-Qs to February 28, 2021

 

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

15. Leases

We have leases for office and shop space, as well as for equipment primarily utilized in our construction projects. As of  September 30, 2020, our lease contracts were classified as operating leases and had terms ranging from month-to-month to 23 years. As of September 30, 2020, December 31, 2019 and September 30, 2019, right of use (“ROU”) assets and long term lease liabilities were separately presented and short term lease liabilities of $19.1 million, $17.0 million and $15.9 million, respectively, were included in accrued and other current liabilities on our condensed consolidated balance sheets.

As of September 30, 2020, December 31, 2019 and  September 30, 2019, we had no lease contracts that had not yet commenced but created significant rights and obligations.

Lease expense was $5.5 million and $16.2 million during the three and nine months ended September 30, 2020, respectively, and $5.0 million and $13.9 million during the three and nine months ended September 30, 2019, respectively. As of  September 30, 2020, December 31, 2019 and September 30, 2019, our weighted-average remaining lease term was 5.2 years, 5.8 years and 6.0 years, respectively, and the weighted-average discount rate was 3.89%, 3.97% and 3.99%, respectively. As of  September 30, 2020, December 31, 2019 and September 30, 2019, the lease liability was equal to the present value of the remaining lease payments, discounted using the incremental borrowing rate on our secured debt, using one maturity discount rate that is updated quarterly, as it is not materially different than the discount rates applied to each of the leases in the portfolio.

The following table summarizes our undiscounted lease liabilities outstanding as of  September 30, 2020 (in thousands):

Remainder of 2020

 $5,503 

2021

  21,488 

2022

  19,261 

2023

  13,159 

2024

  7,606 

2025 through 2036

  13,600 

Total future minimum lease payments

 $80,617 

Less: imputed interest

  (9,664)

Total

 $70,953 

 

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

16. Weighted Average Shares Outstanding and Net Income (Loss) Per Share

The following table presents a reconciliation of the weighted average shares outstanding used in calculating basic and diluted net income (loss) per share as well as the calculation of basic and diluted net income (loss) per share:

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
           

As Restated

           

As Restated

 

(in thousands, except per share amounts)

 

2020

   

2019

   

2020

   

2019

 

Numerator (basic and diluted)

                               
Net income (loss) allocated to common shareholders for basic calculation   $ (91,162 )   $ 45,901     $ (153,127 )   $ (40,811 )

Denominator

                               

Weighted average common shares outstanding, basic

    45,654       46,788       45,598       46,771  

Dilutive effect of RSUs and 2.75% Convertible Notes (1),(2)

          382              

Weighted average common shares outstanding, diluted

    45,654       47,170       45,598       46,771  
Net income (loss) per share, basic   $ (2.00 )   $ 0.98     $ (3.36 )   $ (0.87 )
Net income (loss) per share, diluted   $ (2.00 )   $ 0.97     $ (3.36 )   $ (0.87 )

(1) Due to the net losses, RSUs representing approximately 636,000, 580,000 and 393,000 for the three and nine months ended September 30, 2020 and nine months ended September 30, 2019, respectively, have been excluded from the number of shares used in calculating diluted net loss per share, as their inclusion would be antidilutive. 

(2) As the average price of our common stock was below $31.47 per share since the issuance date of the 2.75% Convertible Notes, the number of shares used in calculating diluted net income (loss) per share for the three and nine months ended September 30, 2020 excluded the potential dilution from the 2.75% Convertible Notes converting into shares of common stock.

 

17.  Income Taxes 

The following table presents the provision for (benefit from) income taxes for the respective periods:

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
      

As Restated

      

As Restated

 

(dollars in thousands)

 

2020

  

2019

  

2020

  

2019

 

Provision for (benefit from) income taxes

 $11,272  $11,747  $(5,220) $(11,516)
Effective tax rate  (12.9)%  20.8%  2.9%  23.9%

Our effective tax rate for the three and nine months ended September 30, 2020 decreased to (12.9)% and 2.9% from 20.8% and 23.9% respectively, when compared to the same period in 2019. This change was primarily due to the goodwill impairment and the investment in affiliates impairment which is discrete to the three months ended March 31, 2020 and resulted in no discrete tax benefit and the second goodwill impairment which is discrete to the three months ended September 30, 2020 and resulted in no discrete tax benefit. See Note 4 for discussion of the impairment charges.

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

18.  Contingencies - Legal Proceedings

In the ordinary course of business, we and our affiliates are involved in various legal proceedings alleging, among other things, liability issues or breach of contract or tortious conduct in connection with the performance of services and/or materials provided, the various outcomes of which cannot be predicted with certainty. We and our affiliates are also subject to government inquiries in the ordinary course of business seeking information concerning our compliance with government construction contracting requirements and various laws and regulations, the outcomes which cannot be predicted with certainty.

Some of the matters in which we or our joint ventures and affiliates are involved may involve compensatory, punitive, or other claims or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that are not probable to be incurred or cannot currently be reasonably estimated. In addition, in some circumstances our government contracts could be terminated, we could be suspended, debarred or incur other administrative penalties or sanctions, or payment of our costs could be disallowed. While any of our pending legal proceedings may be subject to early resolution as a result of our ongoing efforts to resolve the proceedings, whether or when any legal proceeding will be resolved is neither predictable nor guaranteed.

Accordingly, it is possible that future developments in such proceedings and inquiries could require us to (i) adjust existing accruals, or (ii) record new accruals that we did not originally believe to be probable or that could not be reasonably estimated. Such changes could be material to our financial condition, results of operations and/or cash flows in any particular reporting period. In addition to matters that are considered probable for which the loss can be reasonably estimated, disclosure is also provided when it is reasonably possible and estimable that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the amount recorded.

Liabilities relating to legal proceedings and government inquiries, to the extent that we have concluded such liabilities are probable and the amounts of such liabilities are reasonably estimable, are recorded in the consolidated balance sheets. The aggregate liabilities recorded as of September 30, 2020 and 2019 related to these matters were immaterial. The aggregate range of possible loss related to (i) matters considered reasonably possible, and (ii) reasonably possible amounts in excess of accrued losses recorded for probable loss contingencies, including those related to liquidated damages, could have a material impact on our consolidated financial statements if they become probable and the reasonably estimable amount is determined.

On  August 13, 2019, a securities class action was filed in the United States District Court for the Northern District of California against the Company, James H. Roberts, our former President and Chief Executive Officer, and Jigisha Desai, our former Senior Vice President and Chief Financial Officer and current Executive Vice President and Chief Strategy Officer. An Amended Complaint was filed on February 20, 2020 that, among other things, added Laurel Krzeminski, our former Chief Financial Officer, as a defendant. The amended complaint is brought on behalf of an alleged class of persons or entities that acquired our common stock between  April 30, 2018 and  October 24, 2019, and alleges claims arising under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Amended Complaint seeks damages based on allegations that in the Company’s SEC filings the defendants made false and/or misleading statements and failed to disclose material adverse facts about the Company’s business, operations and prospects. On May 20, 2020, the Court denied, in part, the Defendants’ Motion to Dismiss the Amended Complaint.  On January 21, 2021, the Court granted Plaintiff’s motion for class certification. We are in the pretrial stages of the litigation, and we cannot predict the outcome or consequences of this case, which we intend to defend vigorously. 

On October 23, 2019, a putative class action lawsuit was filed in the Superior Court of California, County of Santa Cruz against the Company, James H. Roberts, our former President and Chief Executive Officer; Laurel Krzeminski, our former Chief Financial Officer, and the then-serving Board of Directors on behalf of persons who acquired shares of Company common stock in the Company’s June 2018 merger with Layne. The complaint asserts causes of action under the Securities Act of 1933 and alleges that the registration statement and prospectus were negligently prepared and included materially false and misleading statements and failed to disclose facts required to be disclosed. On August 10, 2020, the Court sustained our demurrer dismissing the complaint with leave to amend.  On September 16, 2020, the plaintiff filed an amended complaint. We have filed a demurrer seeking to dismiss the amended complaint. We are in the preliminary stages of the litigation and, as a result, we cannot predict the outcome or consequences of the case, which we intend to defend vigorously.

On  May 6, 2020, a stockholder derivative lawsuit was filed in the United States District Court for the Northern District of California against James H. Roberts, our former President and Chief Executive Officer, Jigisha Desai, our former Senior Vice President and Chief Financial Officer and current Executive Vice President and Chief Strategy Officer, Laurel Krzeminski, our former Chief Financial Officer, and our then-current Board of Directors (collectively, the “Individual Defendants”), and the Company, as a nominal defendant, asserting claims for breach of fiduciary duty, unjust enrichment, and violations of the Securities Exchange Act of 1934 that occurred between April 30, 2018 and October 24, 2019. The lawsuit alleges that the Individual Defendants knowingly inflated the Company’s revenue, income, and margins in violation of U.S. GAAP, which caused the results during the relevant periods to be materially false and misleading. The Complaint seeks monetary damages and corporate governance reforms. The Court has ordered that the lawsuit in the derivative action be stayed until further order of the Court or until entry of a final judgment in the putative securities class action lawsuit filed in the United States District Court for the Northern District of California. We are in the preliminary stages of the litigation and, as a result, we cannot predict the outcome or consequences of this case, which we intend to defend vigorously.

As of September 30, 2020, no liability related to above matters was recorded because we have concluded such liabilities are not probable and the amounts of such liabilities are not reasonably estimable.

In connection with our disclosure of the Audit Committee’s independent Investigation, we voluntarily contacted the San Francisco office of the SEC Division of Enforcement regarding the Investigation. The SEC has issued us subpoenas for documents in connection with the independent Investigation. We have produced documents to the SEC regarding the accounting issues identified during the independent Investigation and will continue to cooperate with the SEC in its investigation.

 

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

19. Business Segment Information

Summarized segment information is as follows (in thousands):

Three months ended September 30,

  

Transportation

  

Water

  

Specialty

  

Materials

  

Total

 

2020

                    

Total revenue from reportable segments

 $623,999  $106,599  $205,134  $194,298  $1,130,030 

Elimination of intersegment revenue

           (64,841)  (64,841)

Revenue from external customers

  623,999   106,599   205,134   129,457   1,065,189 

Gross profit

  54,322   12,557   33,292   25,826   125,997 

Depreciation, depletion and amortization

  5,268   8,258   5,046   6,120   24,692 

2019 (As Restated)

                    

Total revenue from reportable segments

 $623,867  $134,404  $224,744  $198,538  $1,181,553 

Elimination of intersegment revenue

           (69,439)  (69,439)

Revenue from external customers

  623,867   134,404   224,744   129,099   1,112,114 

Gross profit

  46,865   12,637   38,586   24,470   122,558 

Depreciation, depletion and amortization

  4,096   9,272   7,747   6,784   27,899 

Nine months ended September 30, 

  

Transportation

  

Water

  

Specialty

  

Materials

  

Total

 

2020

                    

Total revenue from reportable segments

 $1,510,001  $317,980  $513,087  $400,808  $2,741,876 

Elimination of intersegment revenue

           (124,989)  (124,989)

Revenue from external customers

  1,510,001   317,980   513,087   275,819   2,616,887 

Gross profit

  110,888   34,483   47,853   44,915   238,139 

Depreciation, depletion and amortization

  14,685   27,399   18,166   16,563   76,813 

Segment assets

  305,962   142,604   118,797   361,862   929,225 

2019 (As Restated)

                    

Total revenue from reportable segments

 $1,407,577  $345,556  $538,497  $402,437  $2,694,067 

Elimination of intersegment revenue

           (134,048)  (134,048)

Revenue from external customers

  1,407,577   345,556   538,497   268,389   2,560,019 

Gross (loss) profit

  31,016   31,085   73,639   34,714   170,454 

Depreciation, depletion and amortization

  12,581   31,259   21,960   18,417   84,217 

Segment assets

  314,247   293,156   136,466   371,465   1,115,334 

A reconciliation of segment gross profit to consolidated income (loss) before provision for (benefit from) income taxes is as follows:

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
      

As Restated

      

As Restated

 

(in thousands)

 

2020

  

2019

  

2020

  

2019

 

Total gross profit from reportable segments

 $125,997  $122,558  $238,139  $170,454 

Selling, general and administrative expenses

  82,505   73,424   252,568   224,577 

Acquisition and integration expenses

  73   2,744   73   13,769 

Non-cash impairment charges (See Note 4)

  132,277      156,690    

Gain on sales of property and equipment

  (3,057)  (7,101)  (4,870)  (13,936)

Total other expense (income)

  1,284   (3,022)  10,766   (5,799)

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

 $(87,085) $56,513  $(177,088) $(48,157)

 

 

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Disclosure

From time to time, Granite makes certain comments and disclosures in reports and statements, including in this Quarterly Report on Form 10-Q, or statements made by its officers or directors, that are not based on historical facts, including statements regarding future events, occurrences, circumstances, strategy, activities, performance, outlook, outcomes, guidance, capital expenditures, backlog, and results, that may 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. In addition, other written or oral statements that constitute forward-looking statements have been made and may in the future be made by or on behalf of Granite. These forward-looking statements are estimates reflecting the best judgment of senior management and reflect our current expectations regarding future events, occurrences, circumstances, strategy, activities, performance, outlook, outcomes, guidance, capital expenditures, backlog, 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 more specifically described in our Annual Report on Form 10-K under “Item 1A. Risk Factors.” 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 Quarterly Report on Form 10-Q and, except as required by law, we undertake no obligation to revise or update any forward-looking statements for any reason.

Overview

We are one of the largest diversified infrastructure companies in the United States, engaged in infrastructure projects including the construction of streets, roads, highways, mass transit facilities, airport infrastructure, bridges, trenchless and underground utilities, power-related facilities, water-related facilities, well drilling, utilities, tunnels, dams and other infrastructure-related projects, site preparation, mining services, and infrastructure services for residential development, energy development, commercial and industrial sites, and other facilities, as well as construction management professional services. We have four reportable business segments: Transportation, Water, Specialty and Materials (see Note 19 of “Notes to the Condensed Consolidated Financial Statements”). In addition to business segments, we review our business by operating groups. Our operating groups are California, Federal, Heavy Civil, Northwest, Midwest and Water and Mineral Services.

The five primary economic drivers of our business are (i) the overall health of the U.S. economy; (ii) federal, state and local public funding levels; (iii) population growth resulting in public and private development; (iv) the need to build, replace or repair aging infrastructure; and (v) the pricing of certain commodity related products. Changes in these drivers can either reduce our revenues and/or gross profit margins or provide opportunities for revenue growth and gross profit margin improvement.

Current Economic Environment and Outlook

Impact of COVID-19 on Our Business

The COVID-19 pandemic has resulted, and is likely to continue to result, in substantial economic disruption for the foreseeable future. While there is optimism that the pandemic will come to an end with the prevalence of vaccines, significant uncertainty continues to exist with the resurgence of cases and the economic restrictions in many states.    

With regard to the COVID-19 pandemic, our first priority is to continue to do everything we can to ensure the safety, health and hygiene of our employees, customers, suppliers and others with whom we partner in our business activities. Subject to that and with appropriate risk mitigation and safety practices, we are doing everything we can to carry on our operations in this unprecedented business environment in which we find ourselves.

Work on most of our projects continues as the Company performs services that are categorized under one or more of the “Essential Critical Infrastructure Sectors,” as defined by federal and state law. However, our operations in Mexico and Canada have been impacted with local COVID-19 work restrictions and travel bans, and we have experienced temporary suspensions or reduced project activities as a result of COVID-19 contributing in some cases to employee and subcontractor absences. This disruption has been most impactful to our Water and Mineral Services Group and certain operations located in Washington and Arizona.     

In the face of rapidly changing market conditions, we are continually monitoring the status of our balance sheet and access to liquidity. Despite the ongoing pandemic, our balance sheet has strengthened in response to the efforts of our teams across the country. Given the uncertain market environment including the uncertain impact of reduced state and local tax receipts due to the pandemic, Granite continues to be focused on our liquidity through maximizing the return on capital investments and minimizing travel and related expenditures.

Granite’s backlog continues to be strong. This year we are seeing increased interest in best-value or alternative delivery procurement work by the state Department of Transportations, such as California and Utah, along with other state agencies. This shift will create a delay in certain project bookings in the short term, but we believe will give us the opportunity for larger future work with historically higher margins. 

Funding for our public work projects, which is around 75% of our portfolio, is dependent on federal, state, regional and local revenues. At the federal level, Congress on September 30, 2020 approved the one-year extension of the Fixing America’s Surface Transportation (“FAST”) Act with flat funding levels as well as a $13.6 billion infusion to the Highway Trust Fund from the general fund, providing state and local governments the visibility needed to plan for 2021 construction programs. In late December 2020, Congress approved a $10 billion relief spending bill for state departments of transportation as part of the Coronavirus Response and Relief Act to help offset pandemic-induced revenue declines. Based on estimates provided by The Federal Highway Administration, over $1.5 billion of the relief fund is apportioned to Granite Construction’s vertically-integrated states. While a permanent revenue solution for the Highway Trust Fund is not yet in place, it continues to remain a stabilizing force for transportation markets. We are optimistic that Congress and the Administration will jointly move forward in 2021 to pass a bipartisan Federal Infrastructure Bill, which we believe will meaningfully improve the programming visibility for state and local governments, starting with the 2022 construction season.

At state, regional and local levels, voter-approved state and local transportation measures continue to support infrastructure spending. In the November 2020 elections, voters in 18 states approved 94% of state and local ballot initiatives that will provide an additional $14 billion in one-time and recurring revenue for transportation improvements. In California, our top revenue-generating state, a significant part of the state infrastructure spend is funded through Senate Bill 1 (SB-1), the Road Repair and Accountability Act of 2017, which is a 10-year, $54.2 billion program. Revenue collected through SB-1 is on track to increase over the next 5 years. While we are encouraged by these funding supports, some of our core states are nevertheless experiencing financial headwinds from the pandemic, which may negatively impact transportation infrastructure spending during the first nine months of 2021. We closely monitor these funding trends and manage our pursuit pipeline accordingly.

While funding uncertainties caused by the COVID-19 pandemic disrupted the normal cadence of project bids in our water-related construction, water resources and wastewater rehabilitation businesses, market demand and local funding opportunities remain resilient. Across the Water segment’s end markets, states and municipal water authorities are weighing options for overdue water and wastewater infrastructure investment. For our wastewater rehabilitation business, this includes potential awards for infrastructure improvements mandated through consent decrees. At the federal level, Congress approved the Water Resources Development Act of 2020 and authorized spending $9.9 billion for 46 new flood control, harbor, ecosystem and lock and dam projects on waterways across the nation. This legislation unlocked the roughly $10 billion balance in the Harbor Maintenance Trust Fund including allowing access to $500 million in appropriations to the Army Corps.

For a further discussion of the uncertainties and business risks associated with the COVID-19 pandemic, see the section entitled “Risk Factors” in the 2019 Annual Report on Form 10-K.

Heavy Civil Strategic Review

Through this challenging time, the Company has not lost sight of its strategic review initiatives related to the Heavy Civil operating group to reduce enterprise exposure to large, complex projects where risks are difficult to mitigate. The Company concluded that historical industry pricing and associated risk for this type of work does not align with the Company’s stakeholder expectations. Under a new management team, we have narrowed the footprint of our Heavy Civil operating group, including the closure of our New York office in January 2021. Our focus is to pursue opportunities in markets where Granite’s presence, capabilities and resources provide strategic advantages, with strong margin expectations. 

Impact of Independent Audit/Compliance Committee Investigation

As a result of our delay in filing our 2019 Annual Report on Form 10-K, there are jurisdictions across the country where we were unable to bid on public projects due to various financial statement filing requirements. This has mainly impacted certain public agency bidding opportunities. Granite teams across the country have continued to work with the various public agencies on these challenges. Through the work of Granite teams, the inability to bid in certain jurisdictions has not had a significant impact to Granite’s liquidity or results of operations.

Results of Operations

Our operations are typically affected more by weather conditions during the first and fourth quarters of our fiscal year which may alter our construction schedules and can create variability in our revenues and profitability. Therefore, the results of operations of a given quarter are not indicative of the results to be expected for the full year. As described in the Explanatory Note, we have restated our unaudited condensed consolidated financial statements for three and nine months ended September 30, 2019, the impact of which is reflected in the tables below. 

The following table presents a financial summary for the three and nine months ended September 30, 2020 and 2019:

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
           

As Restated

           

As Restated

 

(in thousands)

 

2020

   

2019

   

2020

   

2019

 

Total revenue

  $ 1,065,189     $ 1,112,114     $ 2,616,887     $ 2,560,019  

Gross profit

    125,997       122,558       238,139       170,454  

Selling, general and administrative expenses

    82,505       73,424       252,568       224,577  
Acquisition and integration expenses     73       2,744       73       13,769  

Non-cash impairment charges (See Note 4)

    132,277             156,690        

Operating (loss) income

    (85,801 )     53,491       (166,322 )     (53,956 )

Total other expense (income)

    1,284       (3,022 )     10,766       (5,799 )

Amount attributable to non-controlling interests

    7,195       1,135       18,741       (4,170 )

Net (loss) income attributable to Granite Construction Incorporated

    (91,162 )     45,901       (153,127 )     (40,811 )
 

Revenue

Total Revenue by Segment 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
                   

As Restated

                   

As Restated

 

(dollars in thousands)

 

2020

   

2019

   

2020

   

2019

 

Transportation

  $ 623,999       58.6 %   $ 623,867       56.1 %   $ 1,510,001       57.7 %   $ 1,407,577       55.0 %

Water

    106,599       10.0       134,404       12.1       317,980       12.2       345,556       13.5  

Specialty

    205,134       19.3       224,744       20.2       513,087       19.6       538,497       21.0  

Materials

    129,457       12.1       129,099       11.6       275,819       10.5       268,389       10.5  

Total

  $ 1,065,189       100.0 %   $ 1,112,114       100.0 %   $ 2,616,887       100.0 %   $ 2,560,019       100.0 %

Transportation Revenue

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
                   

As Restated

                   

As Restated

 

(dollars in thousands)

 

2020

   

2019

   

2020

   

2019

 

California

  $ 224,636       36.0 %   $ 197,057       31.5 %   $ 478,590       31.7 %   $ 404,981       28.8 %

Federal

    3,140       0.5       56             5,306       0.4       133        

Heavy Civil

    165,434       26.5       187,828       30.1       519,963       34.4       501,330       35.6  

Midwest

    43,896       7.0       27,359       4.4       103,081       6.8       73,555       5.2  

Northwest

    186,893       30.0       211,567       34.0       403,061       26.7       427,578       30.4  

Total

  $ 623,999       100.0 %   $ 623,867       100.0 %   $ 1,510,001       100.0 %   $ 1,407,577       100.0 %

Transportation revenue for the three and nine months ended September 30, 2020 remained relatively unchanged and increased $102.4 million, or 7.3%, respectively, when compared to 2019 due to increases in the California and Midwest operating groups from beginning the year with higher contract backlog and progress in existing projects partially offset by decreases in the Heavy Civil operating group from projects winding down and in the Northwest operating group which began the year with lower contract backlog. The increase during the nine months ended September 30, 2020 was also due to a the decrease in the net negative impact from revisions in estimates in the Heavy Civil operating group (see Note 5 of “Notes to the Condensed Consolidated Financial Statements” for more information). During the three and nine months ended September 30, 2020 and 2019 the majority of revenue earned in the Transportation segment was from the public sector.

Water Revenue

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
                   

As Restated

                   

As Restated

 

(dollars in thousands)

 

2020

   

2019

   

2020

   

2019

 

California

  $ 10,498       9.8 %   $ 10,390       7.8 %   $ 24,225       7.6 %   $ 14,390       4.2 %

Federal

    341       0.3       155       0.1       1,309       0.4       1,034       0.3  

Heavy Civil

    9,985       9.4       389       0.3       28,260       8.9       7,370       2.1  

Midwest

                39             152             123        

Northwest

    444       0.5       1,095       0.8       4,344       1.4       3,675       1.1  

Water and Mineral Services

    85,331       80.0       122,336       91.0       259,690       81.7       318,964       92.3  

Total

  $ 106,599       100.0 %   $ 134,404       100.0 %   $ 317,980       100.0 %   $ 345,556       100.0 %

Water revenue for the three and nine months ended September 30, 2020 decreased by $27.8 million, or 20.7%, and $27.6 million, or 8.0%, respectively, when compared to 2019 primarily due to decreases in the Water and Mineral Services operating group from delays in recently awarded projects and deferrals in bidding processes as a result of the COVID-19 pandemic. Decreases were partially offset by increases in the Heavy Civil and California operating groups which began the year with higher contract backlog. During the three and nine months ended September 30, 2020 and 2019 the majority of revenue earned in the Water segment was from the public sector.

Specialty Revenue

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
                   

As Restated

                   

As Restated

 

(dollars in thousands)

 

2020

   

2019

   

2020

   

2019

 

California

  $ 62,623       30.5 %   $ 60,791       27.0 %   $ 158,076       30.8 %   $ 135,928       25.2 %

Federal

    28,765       14.0       23,973       10.7       78,760       15.4       57,698       10.7  

Heavy Civil

    12,892       6.3                   27,963       5.4              

Midwest

    24,392       11.9       45,701       20.3       74,543       14.5       119,148       22.1  

Northwest

    57,247       27.9       70,754       31.5       125,647       24.5       151,621       28.2  

Water and Mineral Services

    19,215       9.4       23,525       10.5       48,098       9.4       74,102       13.8  

Total

  $ 205,134       100.0 %   $ 224,744       100.0 %   $ 513,087       100.0 %   $ 538,497       100.0 %

Specialty revenue for the three and nine months ended September 30, 2020 decreased by $19.6 million, or 8.7%, and $25.4 million, or 4.7%, respectively, when compared to 2019 primarily due to beginning the year with lower contract backlog in the Midwest, Northwest and Water and Mineral Services operating groups partially offset by increases in the Heavy Civil and Federal operating groups which began the year with higher contract backlog and in the California and Northwest operating groups from new awards in 2020. Decreases in the Water and Mineral Services operating group during three and nine months ended September 30, 2020 were also from an adverse change in the business climate, exasperated by economic disruption and market conditions associated with the COVID-19 pandemic. During the three and nine months ended September 30, 2020 and 2019 revenue earned in the Specialty segment was from both the public and private sectors.

Materials Revenue 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 

(dollars in thousands)

 

2020

   

2019

   

2020

   

2019

 

California

  $ 75,901       58.6 %   $ 71,251       55.2 %   $ 161,397       58.6 %   $ 145,278       54.1 %

Northwest

    48,674       37.6       51,662       40.0       103,812       37.6       107,040       39.9  

Water and Mineral Services

    4,882       3.8       6,186       4.8       10,610       3.8       16,071       6.0  

Total

  $ 129,457       100.0 %   $ 129,099       100.0 %   $ 275,819       100.0 %   $ 268,389       100.0 %

Materials revenue for the three months ended September 30, 2020 remained relatively unchanged when compared to 2019 and increased by $7.4 million, or 2.8%, for the nine months ended September 30, 2020 primarily due to an increase in volume as a result of favorable weather during 2020 in the California operating group as compared to 2019.

 

 

Contract Backlog

Our contract backlog consists of the revenue we expect to record in the future on awarded contracts, including 100% of our consolidated joint venture contracts and our proportionate share of unconsolidated joint venture contracts. We generally include a project in our contract backlog at the time a contract is awarded and to the extent we believe contract execution and funding is probable. Awarded contracts that include unexercised contract options or unissued task orders are included in contract backlog to the extent option exercise or task order issuance is probable. Substantially all of the contracts in our contract backlog may be canceled or modified at the election of the customer; however, we have not been materially adversely affected by contract cancellations or modifications in the past.

Total Contract Backlog by Segment 

               

As Restated

 
(dollars in thousands)     September 30, 2020       June 30, 2020     September 30, 2019  

Transportation

  $ 2,313,072       70.5 %   $ 2,633,936       74.3 %   $ 2,686,403       73.0 %

Water

    346,253       10.5 %     232,133       6.5 %     248,459       6.7 %

Specialty

    623,452       19.0 %     681,255       19.2 %     749,251       20.3 %

Total

  $ 3,282,777       100.0 %   $ 3,547,324       100.0 %   $ 3,684,113       100.0 %

Transportation Contract Backlog 

               

As Restated

 
(dollars in thousands)     September 30, 2020       June 30, 2020     September 30, 2019  

Unearned revenue

  $ 2,311,906       99.9 %   $ 2,626,520       99.7 %   $ 2,661,179       99.1 %

Other awards (1)

    1,166       0.1 %     7,416       0.3 %     25,224       0.9 %

Total

  $ 2,313,072       100.0 %   $ 2,633,936       100.0 %   $ 2,686,403       100.0 %

(1) Other awards include contract awards to the extent we believe contract execution and funding is probable.

               

As Restated

 
(dollars in thousands)     September 30, 2020       June 30, 2020     September 30, 2019  

California

  $ 564,154       24.4 %   $ 641,708       24.4 %   $ 531,948       19.8 %

Federal

    13,787       0.6 %     16,464       0.6 %     14,699       0.5 %

Heavy Civil

    1,059,939       45.8 %     1,188,678       45.1 %     1,627,696       60.6 %

Midwest

    169,538       7.3 %     214,016       8.1 %     235,970       8.8 %

Northwest

    505,654       21.9 %     573,070       21.8 %     276,090       10.3 %

Total

  $ 2,313,072       100.0 %   $ 2,633,936       100.0 %   $ 2,686,403       100.0 %

Transportation contract backlog of $2.3 billion at September 30, 2020 was $320.9 million, or 12.2%, lower than at June 30, 2020 primarily due to progress on existing projects in all operating groups, partially offset by new awards. Significant new awards during the three months ended September 30, 2020 included a $12.0 million roadway construction project in California and a $24.0 million design-build project in Washington. 

Non-controlling partners’ share of Transportation contract backlog as of September 30, 2020, June 30, 2020 and September 30, 2019 was $282.4 million, $280.0 million and $183.6 million, respectively. Four contracts in our Transportation segment had total forecasted losses with remaining revenue of $477.0 million, or 20.6%, of Transportation contract backlog at September 30, 2020.

Water Contract Backlog 

               

As Restated

 
(dollars in thousands)     September 30, 2020       June 30, 2020     September 30, 2019  

Unearned revenue

  $ 197,554       57.1 %   $ 227,864       98.2 %   $ 235,153       94.6 %

Other awards (1)

    148,699       42.9 %     4,269       1.8 %     13,306       5.4 %

Total

  $ 346,253       100.0 %   $ 232,133       100.0 %   $ 248,459       100.0 %

(1) Other awards include contract awards to the extent we believe contract execution and funding is probable.

               

As Restated

 
(dollars in thousands)     September 30, 2020       June 30, 2020       September 30, 2019  

California

  $ 52,598       15.2 %   $ 61,151       26.3 %   $ 19,594       7.8 %

Federal

    494       0.1 %     861       0.4 %     1,181       0.5 %

Heavy Civil

    24,803       7.2 %     34,961       15.1 %     52,820       21.3 %

Northwest

    721       0.2 %     330       0.1 %     1,880       0.8 %

Water and Mineral Services

    267,637       77.3 %     134,830       58.1 %     172,984       69.6 %

Total

  $ 346,253       100.0 %   $ 232,133       100.0 %   $ 248,459       100.0 %

Water contract backlog of $346.3 million as of September 30, 2020 was $114.1 million, or 49.2%, higher than at June 30, 2020. The increase in the Water and Mineral Services operating group was from new awards during the three months ended September 30, 2020 and was partially offset by decreases from progress on existing projects.

Specialty Contract Backlog 

               

As Restated

 
(dollars in thousands)     September 30, 2020       June 30, 2020       September 30, 2019  

Unearned revenue

  $ 604,894       97.0 %   $ 681,255       100.0 %   $ 735,764       98.2 %

Other awards (1)

    18,558       3.0 %           0.0 %     13,487       1.8 %

Total

  $ 623,452       100.0 %   $ 681,255       100.0 %   $ 749,251       100.0 %

(1) Other awards include contract awards to the extent we believe contract execution and funding is probable.

               

As Restated

 
(dollars in thousands)     September 30, 2020       June 30, 2020     September 30, 2019  

California

  $ 134,306       21.6 %   $ 122,989       18.0 %   $ 103,224       13.8 %

Federal

    107,273       17.2 %     123,169       18.1 %     177,685       23.7 %

Heavy Civil

    224,427       36.0 %     233,068       34.2 %     245,478       32.8 %

Midwest

    106,694       17.1 %     112,299       16.5 %     147,905       19.7 %

Northwest

    50,752       8.1 %     89,730       13.2 %     74,959       10.0 %

Total

  $ 623,452       100.0 %   $ 681,255       100.0 %   $ 749,251       100.0 %

Specialty contract backlog of $623.5 million as of September 30, 2020 was $57.8 million, or 8.5%, lower than at June 30, 2020 due to progress on existing projects in all operating groups other than California and Midwest operating groups which had an increase from an improved success rate on bidding activity. Significant new awards during the three months ended September 30, 2020 included a $10.0 million highway improvement project in California.

Non-controlling partners’ share of Specialty contract backlog as of September 30, 2020, June 30, 2020 and September 30, 2019 was $64.8 million, $71.0 million and $100.4 million, respectively.

 

Gross Profit

The following table presents gross profit (loss) by business segment for the respective periods:

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
           

As Restated

   

2020

   

As Restated

 

(dollars in thousands)

 

2020

   

2019

           

2019

 

Transportation

  $ 54,322     $ 46,865     $ 110,888     $ 31,016  

Percent of segment revenue

    8.7

%

    7.5

%

    7.3

%

    2.2

%

Water

    12,557       12,637       34,483       31,085  

Percent of segment revenue

    11.8       9.4       10.8       9.0  

Specialty

    33,292       38,586       47,853       73,639  

Percent of segment revenue

    16.2       17.2       9.3       13.7  

Materials

    25,826       24,470       44,915       34,714  

Percent of segment revenue

 

19.9

   

19.0

      16.3       12.9  

Total gross profit

  $ 125,997     $ 122,558     $ 238,139     $ 170,454  

Percent of total revenue

    11.8

%

    11.0

%

    9.1

%

    6.7

%

Transportation gross profit for the three and nine months ended September 30, 2020 increased by $7.5 million, or 15.9%, and $79.9 million, or more than 100%, respectively, when compared to 2019 primarily due to a decrease in the negative net impact from revisions in estimates in our Heavy Civil operating group (see Note 5 of “Notes to the Condensed Consolidated Financial Statements”).

Water gross profit for the three and nine months ended September 30, 2020 decreased by $0.1 million, or 0.6%, and increased by $3.4 million, or 10.9%, respectively, when compared to 2019 primarily due to a decrease in volume. 

Specialty gross profit for the three and nine months ended September 30, 2020 decreased by 5.3 million, or 13.7%, and by $25.8 million, or 35.0%, respectively, when compared to 2019 primarily from the net negative impact from revisions in estimates on one project (see Note 5 of “Notes to the Condensed Consolidated Financial Statements”).

Materials gross profit for the three and nine months ended September 30, 2020 increased by $1.4 million, or 5.5%, and $10.2 million, or 29.4%, respectively, when compared to 2019 due to an increase in volume from favorable weather during 2020 resulting in a decrease in fixed costs. 

 

Selling, General and Administrative Expenses

The following table presents the components of selling, general and administrative expenses for the respective periods:

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 

(dollars in thousands)

 

2020

   

2019

   

2020

   

2019

 

Selling

                               

Salaries and related expenses

  $ 17,225     $ 14,842     $ 51,142     $ 47,296  

Restricted stock unit amortization

    264       232       1,002       1,578  

Other selling expenses

    2,907       2,694       9,478       9,786  

Total selling

    20,396       17,768       61,622       58,660  

General and administrative

                               

Salaries and related expenses

    26,257       27,073       81,171       78,682  

Restricted stock unit amortization

    690       739       2,812       6,218  

Non-recurring legal and accounting fees

    9,726             28,440        

Other general and administrative expenses

    25,436       27,844       78,523       81,017  

Total general and administrative

    62,109       55,656       190,946       165,917  

Total selling, general and administrative

  $ 82,505     $ 73,424     $ 252,568     $ 224,577  

Percent of revenue

    7.7

%

    6.6

%

    9.7

%

    8.8

%

Selling Expenses

Selling expenses include the costs for estimating and bidding including customer reimbursements for portions of our selling/bid submission expenses (i.e. stipends), business development and materials facility permits. Selling expenses can vary depending on the volume of projects in process and the number of employees assigned to estimating and bidding activities. As projects are completed or the volume of work slows down, we temporarily redeploy project employees to bid on new projects, moving their salaries and related costs from cost of revenue to selling expenses. Selling expenses for the three and nine months ended September 30, 2020 increased by $2.6 million, or 14.8% and $3.0 million, or 5.0%, respectively, when compared to 2019 due to increased bidding activities.

General and Administrative Expenses

General and administrative expenses include costs related to our operational offices that are not allocated to direct contract costs and expenses related to our corporate functions. Other general and administrative expenses include travel and entertainment, outside services, information technology, depreciation, occupancy, training, office supplies, changes in the fair market value of our Non-Qualified Deferred Compensation plan liability and other miscellaneous expenses. Total general and administrative expenses during the three and nine months ended September 30, 2020 increased by $6.5 million, or 11.6%, and $25.0 million, or 15.1%, respectively, when compared to 2019 due to legal and accounting fees incurred during the nine months ended September 30, 2020 that were related to the independent Investigation undertaken by the Audit Committee starting in February 2020. 

 

Income Taxes

The following table presents the provision for (benefit from) income taxes for the respective periods:

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
           

As Restated

           

As Restated

 

(dollars in thousands)

 

2020

   

2019

   

2020

   

2019

 

Provision for (benefit from) income taxes

  $ 11,272     $ 11,747     $ (5,220 )   $ (11,516 )
Effective tax rate     (12.9 )%     20.8 %     2.9 %     23.9 %

We calculate our income tax provision at the end of each interim period by estimating our annual effective tax rate and applying that rate to our income (loss) before provision for (benefit from) income taxes. The effect of changes in enacted tax laws, tax rates or tax status is recognized in the interim period in which the change occurs. See Note 17 of “Notes to the Condensed Consolidated Financial Statements” for more information.

Certain Legal Proceedings

As discussed in Note 18 of “Notes to the Condensed Consolidated Financial Statements,” under certain circumstances the resolution of certain legal proceedings to which we are subject could have direct or indirect consequences that could have a material adverse effect on our financial position, results of operations, cash flows and/or liquidity.

Liquidity and Capital Resources

Our primary sources of liquidity are cash and cash equivalents, short-term investments, available borrowing capacity and cash expected to be generated from operations. We may also from time to time access our revolving credit facility, issue and sell equity, debt or hybrid securities or engage in other capital markets transactions. As of September 30, 2020, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions and marketable securities consisted of U.S. Government and agency obligations. Our credit facility consists of a term loan and a revolving credit facility. Of the $275.0 million revolving credit facility capacity, $155.9 million was available for borrowing at September 30, 2020. See Note 14 of “Notes to the Condensed Consolidated Financial Statements” for further discussion regarding our credit facility.

Our principal uses of liquidity are paying the costs and expenses associated with our operations, servicing outstanding indebtedness, making capital expenditures and paying dividends on our capital stock. We may also from time to time prepay or repurchase outstanding indebtedness and acquire assets or businesses that are complementary to our operations. We believe cash and cash equivalents, short-term investments, available borrowing capacity and cash expected to be generated from operations will be sufficient to meet our expected operating requirements for the next twelve months from the date of this filing. There can be no assurance that sufficient capital will continue to be available in the future or that it will be available on terms acceptable to us.

In evaluating our liquidity position and needs, we consider cash and cash equivalents held by our consolidated construction joint ventures (“CCJVs”). The following table presents our cash, cash equivalents and marketable securities, including amounts from our CCJVs, as of the respective dates:

(in thousands)

 

September 30, 2020

   

December 31, 2019

   

September 30, 2019

 

Cash and cash equivalents excluding CCJVs

  $ 295,437     $ 184,141     $ 106,803  

CCJV cash and cash equivalents (1)

    92,587       78,132       77,870  

Total consolidated cash and cash equivalents

    388,024       262,273       184,673  

Short-term and long-term marketable securities (2)

    5,700       32,799       47,918  

Total cash, cash equivalents and marketable securities

  $ 393,724     $ 295,072     $ 232,591  

(1) The volume and stage of completion of contracts from our CCJVs may cause fluctuations in joint venture cash and cash equivalents between periods. The assets of each consolidated and unconsolidated construction joint venture relate solely to that joint venture. The decision to distribute joint venture assets must generally be made jointly by a majority of the members and, accordingly, these assets, including those associated with estimated cost recovery of customer affirmative claims and back charge claims, are generally not available for the working capital needs of Granite until distributed.
(2) All marketable securities were classified as held-to-maturity and consisted of U.S. and agency obligations as of all periods presented.

Granite’s portion of CCJV cash and cash equivalents was $53.4 million, $44.3 million and $44.4 million as of September 30, 2020, December 31, 2019 and September 30, 2019, respectively. Excluded from the table above is Granite’s portion of unconsolidated construction joint venture cash and cash equivalents of $66.2 million, $60.4 million and $70.5 million as of September 30, 2020, December 31, 2019 and September 30, 2019, respectively. 

Cash Flows

   

Nine Months Ended September 30,

 

(in thousands)

 

2020

   

2019

 

Net cash provided by (used in):

               

Operating activities

  $ 138,666     $ (26,498 )

Investing activities

    (41,901 )     (45,208 )

Financing activities

    24,663       (16,592 )

Operating activities

As a large infrastructure contractor and construction materials producer, our revenue, gross profit and the resulting operating cash flows can differ significantly from period to period due to a variety of factors, including seasonal cycles, our projects’ progressions toward completion, outstanding contract change orders and affirmative claims, and the payment terms of our contracts. Additionally, operating cash flows are impacted by the timing related to funding construction joint ventures and the resolution of uncertainties inherent in the complex nature of the work that we perform, including claim and back charge settlements. Our working capital assets result from both public and private sector projects. Customers in the private sector can be slower paying than those in the public sector; however, private sector projects generally have higher gross profit as a percentage of revenue. While we typically invoice our customers on a monthly basis, our contracts frequently provide for retention that is a specified percentage withheld from each payment by our customers until the contract is completed and the work accepted by the customer which can cause fluctuations in operating cash flows.

Cash provided by operating activities of $ 138.7 million for the  nine months ended September 30, 2020 represents a $ 165.2 million increase when compared to cash used in operating activities in  2019. The change was primarily due to a $ 173.0 million decrease in cash used in working capital primarily due to an increase in cash provided by CCJVs and a $ 15.3 million decrease in net contributions to unconsolidated joint ventures and affiliates partially offset by a $ 23.1 million decrease in cash provided by net loss after adjusting for non-cash items.

Investing activities

Cash used in investing activities of $41.9 million for the nine months ended September 30, 2020 represents a $3.3 million increase when compared to 2019 primarily due to an increase in maturities of marketable securities.

Financing activities

Cash provided by financing activities of $24.7 million for the nine months ended September 30, 2020 represents a $41.3 million increase when compared to 2019 primarily due to a decrease in debt payments.

Capital Expenditures

During the nine months ended September 30, 2020, we had capital expenditures of $74.9 million compared to $83.3 million during 2019. Major capital expenditures are typically for aggregate and asphalt production facilities, aggregate reserves, construction equipment, buildings and leasehold improvements and investments in our information technology systems. The timing and amount of such expenditures can vary based on the progress of planned capital projects, the type and size of construction projects, changes in business outlook and other factors. During the year ended December 31, 2020, capital expenditures were approximately $90.0 million.

Derivatives

We recognize interest rate and commodity swap derivative instruments as either assets or liabilities at fair value using Level 2 inputs in the condensed consolidated balance sheets. See Note 10 to “Notes to the Condensed Consolidated Financial Statements” for further information. The hedge option and warrant derivative transactions related to the 2.75% Convertible Notes were recorded to equity on our condensed consolidated balance sheets based on the cash proceeds. See Note 14 to “Notes to the Condensed Consolidated Financial Statements” for further information.

Surety Bonds and Real Estate Mortgages

We are generally required to provide various types of surety bonds that provide an additional measure of security under certain public and private sector contracts. At September 30, 2020, approximately $2.9 billion of our contract backlog was bonded. Performance bonds do not have stated expiration dates; rather, we are generally released from the bonds after the owner accepts the work performed under contract. The ability to maintain bonding capacity to support our current and future level of contracting requires that we maintain cash and working capital balances satisfactory to our sureties.

Our investments in real estate affiliates are subject to mortgage indebtedness. This indebtedness is non-recourse to Granite but is recourse to the real estate entities. The terms of this indebtedness are typically renegotiated to reflect the evolving nature of the real estate projects as they progress through acquisition, entitlement and development. Modification of these terms may include changes in loan-to-value ratios requiring the real estate entity to repay portions of the debt. Our unconsolidated investments in our foreign affiliates are subject to local bank debt primarily for equipment purchases and working capital. This debt is non-recourse to Granite, but it is recourse to the affiliates. The debt associated with our unconsolidated non-construction entities is included in Note 12 of “Notes to the Condensed Consolidated Financial Statements.”

Covenants and Events of Default

Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below. Our failure to comply with these covenants would constitute an event of default under the Credit Agreement. Additionally, our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 2.75% Convertible Notes or our Credit Agreement would constitute an event of default under the indenture governing our 2.75% Convertible Notes or the Credit Agreement. A default under our Credit Agreement could result in (i) us no longer being entitled to borrow under such facility; (ii) termination of such facility; (iii) the requirement that any letters of credit under such facility be cash collateralized; (iv) acceleration of amounts owed under the Credit Agreement; and/or (v) foreclosure on any lien securing the obligations under such facility. A default under the indenture governing our 2.75% Convertible Notes could result in acceleration of the maturity of the notes.

The most significant financial covenants under the terms of our Credit Agreement require the maintenance of a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio. As of September 30, 2020, the Consolidated Leverage Ratio was 2.96, which did not exceed the maximum of 3.25. Our Consolidated Interest Coverage Ratio was 5.69, which exceeded the minimum of 4.00. To accommodate the delays in filing our financial statements, we entered into amendments with our lenders to extend the deadline for filing the 2019 Annual Report on Form 10-K and all of our 2020 Quarterly Reports on Form 10-Qs to February 28, 2021.

Share Repurchase Program

As announced on April 29, 2016, on April 7, 2016, the Board of Directors authorized us to repurchase up to $200.0 million of our common stock at management’s discretion. As part of this authorization we have established a plan to facilitate common stock repurchases. As of September 30, 2020, $157.2 million of the authorization remained available. The specific timing and amount of any future repurchases will vary based on market conditions, securities law limitations and other factors.

Website Access

Our website address is www.graniteconstruction.com. On our website we make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”). The information on our website is not incorporated into, and is not part of, this report. These reports, and any amendments to them, are also available at the website of the SEC, www.sec.gov.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no significant change in our exposure to market risk when compared to those disclosed in our 2019 Annual Report on Form 10-K.

 

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on their evaluation as of the end of the period covered by this report as required by paragraph (b) of Rule 13a-15 or Rule 15d-15 of the Exchange Act, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) were not effective due to material weaknesses previously disclosed in our 2019 Annual Report on Form 10-K. In light of the material weaknesses in our internal control over financial reporting, we performed extensive additional analysis and other procedures to validate that our financial information contained in this Form 10-Q was prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Following such additional analysis and procedures, our management, including our principal executive officer and principal financial officer, has concluded that our financial statements state fairly, in all material respects, our financial position, results of our operations and our cash flows for the periods presented in this Form 10-Q, in conformity with U.S. GAAP. 

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

In the ordinary course of business, we and our affiliates are involved in various legal proceedings alleging, among other things, liability issues or breach of contract or tortious conduct in connection with the performance of services and/or materials provided, the various outcomes of which cannot be predicted with certainty. We and our affiliates are also subject to government inquiries in the ordinary course of business seeking information concerning our compliance with government construction contracting requirements and various laws and regulations, the outcomes which cannot be predicted with certainty.

Some of the matters in which we or our joint ventures and affiliates are involved may involve compensatory, punitive, or other claims or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that are not probable to be incurred or cannot currently be reasonably estimated. In addition, in some circumstances our government contracts could be terminated, we could be suspended, debarred or incur other administrative penalties or sanctions, or payment of our costs could be disallowed. While any of our pending legal proceedings may be subject to early resolution as a result of our ongoing efforts to resolve the proceedings, whether or when any legal proceeding will be resolved is neither predictable nor guaranteed.

Accordingly, it is possible that future developments in such proceedings and inquiries could require us to (i) adjust existing accruals, or (ii) record new accruals that we did not originally believe to be probable or that could not be reasonably estimated. Such changes could be material to our financial condition, results of operations and/or cash flows in any particular reporting period. In addition to matters that are considered probable for which the loss can be reasonably estimated, disclosure is also provided when it is reasonably possible and estimable that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the amount recorded.

Liabilities relating to legal proceedings and government inquiries, to the extent that we have concluded such liabilities are probable and the amounts of such liabilities are reasonably estimable, are recorded in the consolidated balance sheets. The aggregate liabilities recorded as of September 30, 2020 and 2019 related to these matters were immaterial. The aggregate range of possible loss related to (i) matters considered reasonably possible, and (ii) reasonably possible amounts in excess of accrued losses recorded for probable loss contingencies, including those related to liquidated damages, could have a material impact on our consolidated financial statements if they become probable and the reasonably estimable amount is determined.

On August 13, 2019, a securities class action was filed in the United States District Court for the Northern District of California against the Company, James H. Roberts, our former President and Chief Executive Officer, and Jigisha Desai, our former Senior Vice President and Chief Financial Officer and current Executive Vice President and Chief Strategy Officer. An Amended Complaint was filed on February 20, 2020 that, among other things, added Laurel Krzeminski, our former Chief Financial Officer, as a defendant. The amended complaint is brought on behalf of an alleged class of persons or entities that acquired our common stock between April 30, 2018 and October 24, 2019, and alleges claims arising under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Amended Complaint seeks damages based on allegations that in the Company’s SEC filings the defendants made false and/or misleading statements and failed to disclose material adverse facts about the Company’s business, operations and prospects. On May 20, 2020, the Court denied, in part, the Defendants’ Motion to Dismiss the Amended Complaint.  On January 21, 2021, the Court granted Plaintiff’s motion for class certification.  We are in the pretrial stages of the litigation, and we cannot predict the outcome or consequences of this case, which we intend to defend vigorously. 

On October 23, 2019, a putative class action lawsuit was filed in the Superior Court of California, County of Santa Cruz against the Company, James H. Roberts, our former President and Chief Executive Officer; Laurel Krzeminski, our former Chief Financial Officer, and the then-serving Board of Directors on behalf of persons who acquired shares of Company common stock in the Company’s June 2018 merger with Layne. The complaint asserts causes of action under the Securities Act of 1933 and alleges that the registration statement and prospectus were negligently prepared and included materially false and misleading statements and failed to disclose facts required to be disclosed. On August 10, 2020, the Court sustained our demurrer dismissing the complaint with leave to amend.  On September 16, 2020, the plaintiff filed an amended complaint asserting causes of action under the Securities Act of 1933 against the previously named defendants and PricewaterhouseCoopers LLP.  We have filed a demurrer seeking to dismiss the amended complaint. We are in the preliminary stages of the litigation and, as a result, we cannot predict the outcome or consequences of the case, which we intend to defend vigorously.

On May 6, 2020, a stockholder derivative lawsuit was filed in the United States District Court for the Northern District of California against James H. Roberts, our former President and Chief Executive Officer, Jigisha Desai, our former Senior Vice President and Chief Financial Officer and current Executive Vice President and Chief Strategy Officer, Laurel Krzeminski, our former Chief Financial Officer, and our then-current Board of Directors (collectively, the “Individual Defendants”), and the Company, as a nominal defendant, asserting claims for breach of fiduciary duty, unjust enrichment, and violations of the Securities Exchange Act of 1934 that occurred between April 30, 2018 and October 24, 2019. The lawsuit alleges that the Individual Defendants knowingly inflated the Company’s revenue, income, and margins in violation of U.S. GAAP, which caused the results during the relevant periods to be materially false and misleading. The Complaint seeks monetary damages and corporate governance reforms. The Court has ordered that the lawsuit in the derivative action be stayed until further order of the Court or until entry of a final judgment in the putative securities class action lawsuit filed in the United States District Court for the Northern District of California. We are in the preliminary stages of the litigation and, as a result, we cannot predict the outcome or consequences of this case, which we intend to defend vigorously.

As of September 30, 2020, no liability related to above matters was recorded because we have concluded such liabilities are not probable and the amounts of such liabilities are not reasonably estimable.

In connection with our disclosure of the Audit Committee’s independent Investigation, we voluntarily contacted the San Francisco office of the SEC Division of Enforcement regarding that Investigation. The SEC has issued us subpoenas for documents in connection with the independent Investigation. We have produced documents to the SEC regarding the accounting issues identified during the independent Investigation and will continue to cooperate with the SEC in its investigation.

Item 1A.

RISK FACTORS

There have been no material changes in the risk factors previously disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth information regarding the repurchase of shares of our common stock during the three months ended September 30, 2020:

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)

 

July 1, 2020 through July 31, 2020

    970     $ 18.63           $ 157,165,044  

August 1, 2020 through August 31, 2020

    229     $ 18.81           $ 157,165,044  

September 1, 2020 through September 30, 2020

    153     $ 17.39           $ 157,165,044  
      1,352     $ 18.52                

(1) The number of shares purchased is in connection with employee tax withholding for restricted stock units vested under our 2012 Equity Incentive Plan.
(2) As announced on April 29, 2016, on April 7, 2016, the Board of Directors authorized us to repurchase up to $200.0 million of our common stock at management’s discretion. As part of this authorization we have established a share repurchase program to facilitate common stock repurchases. We did not purchase shares under the share repurchase plan in any of the periods presented. The specific timing and amount of any future repurchases will vary based on market conditions, securities law limitations and other factors.

 

Item 4.

MINE SAFETY DISCLOSURES

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17CFR 229.104) is included in Exhibit 95 to this Quarterly Report on Form 10-Q.

 

Item 6.

EXHIBITS

 

31.1

 

 

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

 

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32

 

††

 

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

95     Mine Safety Disclosure

101.INS

 

 

Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document)

101.SCH

 

 

Inline XBRL Taxonomy Extension Schema

101.CAL

 

 

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

 

 

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

 

 

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

 

 

Inline XBRL Taxonomy Extension Presentation Linkbase

104

 

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

 

 

 

 

 

Filed herewith

 

 

††

 

Furnished herewith

SIGNATURES

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 thereunto duly authorized.

 

 

 

 

 

 

 

GRANITE CONSTRUCTION INCORPORATED

 

 

 

 

 

 

 

 

Date:

February 25, 2021

 

 

 

By:

 

/s/ Elizabeth L. Curtis

 

 

 

 

 

 

 

Elizabeth L. Curtis

 

 

 

 

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

 

(Principal Financial and Accounting Officer)

 

37