WATSONVILLE, Calif.--(BUSINESS WIRE)--Granite Construction Incorporated (NYSE: GVA) today reported a net loss of ($153.1) million and ($3.36) per diluted share for the nine months ended September 30, 2020, compared to a net loss of ($40.8) million and ($0.87) per diluted share year-over-year. The net loss for the nine months ended September 30, 2020 included $194.4 million of transaction costs(2), amortization of debt discount, non-recurring legal and accounting investigation costs, and non-cash impairment charges, after-taxes, compared to $26.1 million year-over-year. Excluding the impact of these expenses and charges, adjusted net income(1) for the nine months ended September 30, 2020 was $41.3 million and $0.89 per diluted share compared to an adjusted net loss of ($14.7) million and ($0.31) per diluted share year-over-year. Prior period financial information included herein reflects the impact of the previously disclosed restatement of the first three quarters in the year ended December 31, 2019.
For the nine months ended September 30, 2020, our strong vertically-integrated business results continued and we reduced project write downs within the Heavy Civil Operating Group. Revenue increased $56.9 million to $2.6 billion year-over-year, and gross profit margin increased to 9.1%, compared to 6.7% year-over-year. For the first nine months of 2020, SG&A expenses totaled $252.6 million, up $28.0 million year-over-year from $224.6 million. The 2020 increase is attributable to non-recurring legal and accounting costs of $28.4 million related to the Audit/Compliance Committee investigation.
Excluding non-recurring legal and accounting costs, non-cash impairment charges, and transaction costs, adjusted EBITDA(1) was $126.7 million for the nine months ended September 30, 2020, compared to $63.3 million year-over-year. Adjusted EBITDA margin for 2020 and 2019 was 4.8% and 2.5%, respectively.
As previously reported in our Q3 2020 Business Update, the Company ended the third quarter of 2020 with Committed and Awarded Projects ("CAP")(3) of $4.2 billion, up sequentially, which includes $1.4 billion of best-value procurement work. CAP balance decreased $0.5 billion year-over-year reflecting lower Heavy Civil Operating Group contract backlog. Cash and marketable securities totaled $393.7 million as of September 30, 2020, compared to $232.6 million as of September 30, 2019, reflecting Granite’s disciplined cash management and the favorable settlement of several claims during 2020.
"We shortly expect to achieve another significant milestone as we become current with our SEC filings and compliant with NYSE listing requirements," said Kyle Larkin, Granite President. "I am very proud of the teams that have worked long hours to make this happen. We still have work to do, as we have already announced we will be late with our 2020 Form 10-K filing. Importantly, this should not adversely affect our listing status with the NYSE or other stakeholder relationships subject to reporting requirements."
"Despite the pandemic and its challenges, most of our businesses performed very well, all the while building quality work for our customers," said Larkin. "Our vertically integrated businesses have delivered exceptional results despite the unprecedented environment. Further, the newly established leadership team in the Heavy Civil Operating Group continues to make solid progress working through their portfolio of projects while pursuing new opportunities that meet our updated risk criteria. These efforts, in addition to prudent cash management and the favorable settlement of several significant claims, culminated in the highest operating cash flow we have achieved since 2006. I am confident in Granite's outlook and look forward to sharing more with you when we finalize the review of our strategic plan.”
(1) |
Adjusted net income (loss), adjusted diluted income (loss) per share, earnings before interest, taxes, depreciation, and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin are non-GAAP measures. Please refer to the description and reconciliation of non-GAAP measures in the attached tables. |
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(2) |
Transaction costs include acquisition, integration, acquired intangible amortization expenses, acquisition-related depreciation and synergy costs. |
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(3) |
CAP is comprised of contract backlog (unearned revenue and other awards), as well as awarded construction management/general contractor, construction management at-risk and progressive design build projects not yet included in contract backlog. |
Third Quarter 2020 Segment Results (Unaudited - dollars in thousands)
Transportation Segment |
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As Restated |
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Nine Months Ended September 30, |
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2020 |
|
2019 |
|
Change |
||||||||||
Revenue |
|
$ |
1,510,001 |
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$ |
1,407,577 |
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$ |
102,424 |
|
7.3 |
% |
||||
Gross profit |
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$ |
110,888 |
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$ |
31,016 |
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$ |
79,872 |
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257.5 |
% |
||||
Gross profit as a percent of revenue |
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7.3 |
% |
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2.2 |
% |
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As Restated |
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September 30, |
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2020 |
|
2019 |
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Change |
||||||||||
Committed and Awarded Projects |
|
$ |
3,097,829 |
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$ |
3,725,183 |
|
$ |
(627,354 |
) |
|
-16.8 |
% |
|||
Transportation segment revenue and gross profit both increased, reflecting strong results in our vertically-integrated businesses and reduced project write downs in the Heavy Civil Operating Group in the current year. The Heavy Civil Operating Group recognized pre-tax gross losses of ($51.9) million and ($112.1) million for the nine months ended September 30, 2020 and 2019, respectively.
Segment CAP decreased $626.2 million year-over-year totaling $3.1 billion as of September 30, 2020 due to a decrease in the Heavy Civil Operating Group CAP of $0.6 billion year-over-year. As of September 30, 2020, Transportation segment CAP included $1.4 billion of best-value procurement work.
Water Segment |
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As Restated |
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Nine Months Ended September 30, |
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2020 |
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2019 |
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Change |
||||||||||
Revenue |
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$ |
317,980 |
|
$ |
345,556 |
|
$ |
(27,576 |
) |
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-8.0 |
% |
|||
Gross profit |
|
$ |
34,483 |
|
$ |
31,085 |
|
$ |
3,398 |
|
10.9 |
% |
||||
Gross profit as a percent of revenue |
|
10.8 |
% |
|
9.0 |
% |
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As Restated |
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September 30, |
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2020 |
|
2019 |
|
Change |
||||||||||
Committed and Awarded Projects |
|
$ |
346,253 |
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$ |
248,459 |
|
$ |
97,794 |
|
39.4 |
% |
||||
Water segment revenue decreased primarily due to delayed projects and bids attributable to COVID-19 impacts on our customers and crew availability. Segment gross profit and gross profit margin increased largely due to large write downs in 2019 which were not repeated in 2020.
Segment CAP increased to $346.3 million as of September 30, 2020, primarily reflecting the addition in the third quarter 2020 of five trenchless sewer contracts located in Chicago totaling $148 million.
Specialty Segment |
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As Restated |
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Nine Months Ended September 30, |
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2020 |
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2019 |
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Change |
||||||||||
Revenue |
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$ |
513,087 |
|
$ |
538,497 |
|
$ |
(25,410 |
) |
|
-4.7 |
% |
|||
Gross profit |
|
$ |
47,853 |
|
$ |
73,639 |
|
$ |
(25,786 |
) |
|
-35.0 |
% |
|||
Gross profit as a percent of revenue |
|
9.3 |
% |
|
13.7 |
% |
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As Restated |
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September 30, |
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2020 |
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2019 |
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Change |
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Committed and Awarded Projects |
|
$ |
748,452 |
|
$ |
749,251 |
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$ |
(799 |
) |
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-0.1 |
% |
|||
Specialty segment revenue decreased primarily due to the impact of COVID-19 on the mining industry, which was shut down for a period of time. These impacts were partially offset by increased site development opportunities in the West. The Specialty segment gross profit decrease reflects the COVID-19 impacts on revenue as well as a write down related to a dispute on a tunneling project.
Specialty segment CAP totaled $748.5 million as of September 30, 2020.
Materials Segment |
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As Restated |
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Nine Months Ended September 30, |
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2020 |
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2019 |
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Change |
||||||||||
Revenue |
|
$ |
275,819 |
|
$ |
268,389 |
|
$ |
7,430 |
|
2.8 |
% |
||||
Gross profit |
|
$ |
44,915 |
|
$ |
34,714 |
|
$ |
10,201 |
|
29.4 |
% |
||||
Gross profit as a percent of revenue |
|
16.3 |
% |
|
12.9 |
% |
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Materials segment revenue increased year over year primarily due to higher external sales volumes when compared to prior year results which were impacted by inclement weather. Materials segment gross profit and gross profit margin increased due to an increase in sales volumes as well as achievement of operational efficiencies.
Outlook
Although Granite suspended guidance for 2020, the Company expects to report fourth quarter 2020 results and 2021 guidance to the investment community by the end of March 2021.
Conference Call
Granite will conduct a conference call today, February 25, 2021, at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time to discuss the results of the nine months ended September 30, 2020. The Company invites investors to listen to a live audio webcast on its Investor Relations website, https://investor.graniteconstruction.com. The live call is available by calling 1-866-807-9684; international callers may dial 1-412-317-5415. An archive of the webcast will be available on the website approximately one hour after the call. A replay will be available after the live call through March 4, 2021, by calling 1-877-344-7529, replay access code 10152693; international callers may dial 1-412-317-0088.
About Granite
Granite is America’s Infrastructure Company™. Incorporated since 1922, Granite (NYSE:GVA) is one of the largest diversified construction and construction materials companies in the United States as well as a full-suite provider in the transportation, water infrastructure and mineral exploration markets. Granite’s Code of Conduct and strong Core Values guide the Company and its employees to uphold the highest ethical standards. Granite is an industry leader in safety and an award-winning firm in quality and sustainability. For more information, visit the Granite website, and connect with Granite on LinkedIn, Twitter, Facebook and Instagram.
Forward-looking Statements
Any statements contained in this news release that are not based on historical facts, including statements regarding future events, occurrences, circumstances, activities, performance, growth, demand, strategic plans, outcomes, outlook, guidance, backlog, Committed and Awarded Projects ("CAP"), and results, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by words such as “future,” “outlook,” “assumes,” “believes,” “expects,” “estimates,” “anticipates,” “intends,” “plans,” “appears,” “may,” “will,” “should,” “could,” “would,” “continue,” and the negatives thereof or other comparable terminology or by the context in which they are made. These forward-looking statements are estimates reflecting the best judgment of senior management and reflect our current expectations regarding future events, occurrences, circumstances, activities, performance, growth, demand, strategic plans, outcomes, outlook, guidance, backlog, CAP, and results. These expectations may or may not be realized. Some of these expectations may be based on beliefs, assumptions or estimates that may prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our business, financial condition, results of operations, cash flows and liquidity. Such risks and uncertainties include, but are not limited to, those described in greater detail in our filings with the Securities and Exchange Commission, particularly those specifically described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Due to the inherent risks and uncertainties associated with our forward-looking statements, the reader is cautioned not to place undue reliance on them. The reader is also cautioned that the forward-looking statements contained herein speak only as of the date of this news release and, except as required by law; we undertake no obligation to revise or update any forward-looking statements for any reason.
GRANITE CONSTRUCTION INCORPORATED |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
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(Unaudited - in thousands, except share and per share data) |
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As Restated |
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September 30,
|
|
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December 31,
|
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|
September 30,
|
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ASSETS |
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Current assets |
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Cash and cash equivalents |
|
$ |
388,024 |
|
$ |
262,273 |
|
$ |
184,673 |
|||
Short-term marketable securities |
|
— |
|
27,799 |
|
37,918 |
||||||
Receivables, net |
|
661,948 |
|
547,417 |
|
712,972 |
||||||
Contract assets |
|
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 |
|
48,300 |
|
46,016 |
|
51,925 |
||||||
Total current assets |
|
1,545,302 |
|
1,376,941 |
|
1,493,291 |
||||||
Property and equipment, net |
|
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 |
|||
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LIABILITIES AND EQUITY |
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Current liabilities |
|
|
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Current maturities of long-term debt |
|
$ |
8,253 |
|
$ |
8,244 |
|
$ |
8,263 |
|||
Accounts payable |
|
385,259 |
|
400,775 |
|
399,743 |
||||||
Contract liabilities |
|
189,430 |
|
95,737 |
|
109,299 |
||||||
Accrued expenses and other current liabilities |
|
391,651 |
|
337,300 |
|
359,221 |
||||||
Total current liabilities |
|
974,593 |
|
842,056 |
|
876,526 |
||||||
Long-term debt |
|
405,644 |
|
356,108 |
|
394,841 |
||||||
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 |
|
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Equity |
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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 |
|||
GRANITE CONSTRUCTION INCORPORATED |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
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(Unaudited - in thousands, except per share data) |
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As Restated |
|
|
Nine Months Ended September 30, |
|
2020 |
|
|
2019 |
|
||
Revenue |
|
|
|
|
|
|
|
|
Transportation |
|
$ |
1,510,001 |
|
$ |
1,407,577 |
||
Water |
|
317,980 |
|
345,556 |
||||
Specialty |
|
513,087 |
|
538,497 |
||||
Materials |
|
275,819 |
|
268,389 |
||||
Total revenue |
|
2,616,887 |
|
2,560,019 |
||||
Cost of revenue |
|
|
|
|
|
|
|
|
Transportation |
|
1,399,113 |
|
1,376,561 |
||||
Water |
|
283,497 |
|
314,471 |
||||
Specialty |
|
465,234 |
|
464,858 |
||||
Materials |
|
230,904 |
|
233,675 |
||||
Total cost of revenue |
|
2,378,748 |
|
2,389,565 |
||||
Gross profit |
|
238,139 |
|
170,454 |
||||
Selling, general and administrative expenses |
|
252,568 |
|
224,577 |
||||
Acquisition and integration expenses |
|
73 |
|
13,769 |
||||
Non-cash impairment charges |
|
156,690 |
|
— |
||||
Gain on sales of property and equipment |
|
(4,870 |
) |
|
(13,936 |
) |
||
Operating loss |
|
(166,322 |
) |
|
(53,956 |
) |
||
Other (income) expense |
|
|
|
|
|
|
|
|
Interest income |
|
(2,813 |
) |
|
(6,257 |
) |
||
Interest expense |
|
17,902 |
|
13,011 |
||||
Equity in income of affiliates, net |
|
(4,415 |
) |
|
(10,159 |
) |
||
Other expense (income), net |
|
92 |
|
(2,394 |
) |
|||
Total other expense (income) |
|
10,766 |
|
(5,799 |
) |
|||
Loss before benefit from income taxes |
|
(177,088 |
) |
|
(48,157 |
) |
||
Benefit from income taxes |
|
(5,220 |
) |
|
(11,516 |
) |
||
Net loss |
|
(171,868 |
) |
|
(36,641 |
) |
||
Amount attributable to non-controlling interests |
|
18,741 |
|
(4,170 |
) |
|||
Net loss attributable to Granite Construction Incorporated |
|
$ |
(153,127 |
) |
|
$ |
(40,811 |
) |
|
|
|
|
|
|
|
|
|
Net loss per share attributable to common shareholders |
|
|
|
|
|
|
|
|
Basic |
|
$ |
(3.36 |
) |
|
$ |
(0.87 |
) |
Diluted |
|
$ |
(3.36 |
) |
|
$ |
(0.87 |
) |
Weighted average shares of common stock |
|
|
|
|
|
|
|
|
Basic |
|
45,598 |
|
46,771 |
||||
Diluted |
|
45,598 |
|
46,771 |
||||
Dividends per common share |
$ |
0.39 |
|
$ |
0.39 |
|||
GRANITE CONSTRUCTION INCORPORATED |
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
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(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 |
|
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 |
|
156,690 |
|
— |
||||
Other non-cash adjustments |
|
2,071 |
|
4,630 |
||||
Changes in assets and liabilities, net of the effects of acquisitions: |
|
25,159 |
|
(163,140 |
) |
|||
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 |
|||
Non-GAAP Financial Information
The tables below contain financial information calculated other than in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Specifically, management believes that non-GAAP financial measures such as EBITDA and EBITDA margin are useful in evaluating operating performance and are regularly used by securities analysts, institutional investors and other interested parties, and that such supplemental measures facilitate comparisons between companies that have different capital and financing structures and/or tax rates. We are also providing additional non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, adjusted income (loss) before benefit from income taxes, adjusted provision for (benefit from) income taxes, adjusted net income (loss) attributable to Granite Construction Incorporated and adjusted diluted net income (loss) per share to indicate the impact of amortization of debt discount related to our convertible notes and non-recurring acquisition, integration, acquired intangible amortization expenses, acquisition related depreciation and synergy costs (collectively referred to as “transaction costs”) related to the acquisition of the Layne Christensen Company and LiquiForce and other significant non-recurring items as required. Acquisition and integration costs include external transaction costs, professional fees and internal travel. Synergy costs include expenses incurred which will be eliminated as the integration of Layne and LiquiForce is completed.
Management believes that these additional non-GAAP financial measures facilitate comparisons between industry peer companies. However, the reader is cautioned that any non-GAAP financial measures provided by the Company are provided in addition to, and not as alternatives for, the Company's reported results prepared in accordance with U.S. GAAP. Items that may have a significant impact on the Company's financial position, results of operations and cash flows must be considered when assessing the Company's actual financial condition and performance regardless of whether these items are included in non-GAAP financial measures. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures provided by the Company may not be comparable to similar measures provided by other companies.
| GRANITE CONSTRUCTION INCORPORATED | ||||||||
EBITDA(1) |
||||||||
(Unaudited - dollars in thousands) |
||||||||
|
|
|
|
|
|
As Restated |
|
|
Nine Months Ended September 30, |
|
2020 |
|
2019 |
|
|||
Net loss attributable to Granite Construction Incorporated |
|
$ |
(153,127 |
) |
|
$ |
(40,811 |
) |
Depreciation, depletion and amortization expense(2) |
|
84,713 |
|
92,700 |
||||
Benefit from income taxes |
|
(5,220 |
) |
|
(11,516 |
) |
||
Interest expense, net of interest income |
|
15,089 |
|
6,754 |
||||
EBITDA(1) |
|
$ |
(58,545 |
) |
|
$ |
47,127 |
|
EBITDA margin(1)(3) |
|
(2.2 |
%) |
|
1.8 |
% |
||
|
|
|
|
|
|
|
|
|
Non-recurring legal and accounting fees |
|
$ |
28,440 |
|
$ |
— |
||
Non-cash impairment charges |
|
156,690 |
|
— |
||||
Transaction costs |
|
73 |
|
16,133 |
||||
Adjusted EBITDA(1) |
|
$ |
126,658 |
|
$ |
63,260 |
||
Adjusted EBITDA margin(1)(3) |
|
4.8 |
% |
|
2.5 |
% |
||
(1) |
We define EBITDA as GAAP net loss attributable to Granite Construction Incorporated, adjusted for net interest expense, taxes, depreciation, depletion and amortization. Adjusted EBITDA and adjusted EBITDA margin exclude the impact of non-recurring legal and accounting fees, non-cash impairment charges and acquisition and integration expenses and synergies. |
|
(2) |
Amount includes the sum of depreciation, depletion and amortization which are classified as cost of revenue and selling, general and administrative expenses in the condensed consolidated statements of operations of Granite Construction Incorporated. |
|
(3) |
Represents EBITDA and Adjusted EBITDA divided by consolidated revenue of $2.6 billion for the three and nine months ended September 30, 2020 and $2.6 billion for the three and nine months ended September 30, 2019. |
GRANITE CONSTRUCTION INCORPORATED |
||||||||
Adjusted Net Income (Loss) Reconciliation |
||||||||
(Unaudited - in thousands, except per share data) |
||||||||
|
|
|
|
|
|
As Restated |
||
Nine Months Ended September 30, |
|
2020 |
|
2019 |
||||
Loss before benefit from income taxes |
|
$ |
(177,088 |
) |
|
$ |
(48,157 |
) |
Transaction costs |
|
17,591 |
|
35,327 |
||||
Amortization of debt discount(1) |
|
4,910 |
|
— |
||||
Non-cash impairment |
|
156,690 |
|
— |
||||
Non-recurring legal and accounting fees |
|
28,440 |
|
— |
||||
Adjusted income (loss) before benefit from income taxes |
|
$ |
30,543 |
|
$ |
(12,830 |
) |
|
|
|
|
|
|
|
|
|
|
Benefit from income taxes |
|
$ |
(5,220 |
) |
|
$ |
(11,516 |
) |
Tax effect of the transaction costs and amortization of debt discount(2) |
|
13,245 |
|
9,185 |
||||
Adjusted provision for (benefit from) income taxes |
|
$ |
8,025 |
|
$ |
(2,331 |
) |
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Granite Construction Incorporated |
|
$ |
(153,127 |
) |
|
$ |
(40,811 |
) |
After-tax transaction costs, amortization of debt discount, non-cash impairment and non-recurring legal and accounting fees |
|
194,386 |
|
26,142 |
||||
Adjusted net income (loss) attributable to Granite Construction Incorporated |
|
$ |
41,259 |
|
$ |
(14,669 |
) |
|
|
|
|
|
|
|
|
|
|
Diluted net loss per share attributable to common shareholders |
|
$ |
(3.36 |
) |
|
$ |
(0.87 |
) |
After-tax transaction costs and amortization of debt discount |
|
4.25 |
|
0.56 |
||||
Adjusted diluted net income (loss) per share attributable to common shareholders |
|
$ |
0.89 |
|
$ |
(0.31 |
) |
|
(1) |
Under U.S. GAAP, certain convertible debt instruments that may be settled in cash on conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, the $230.0 million aggregate principal amount of convertible senior notes that were issued in November 2019 (the “2.75 % Convertible Notes”), are separated into liability and equity components on the consolidated balance sheets. The equity component represents the excess of the $230.0 million principal amount of the 2.75% Convertible Notes over the carrying amount of the liability component (“debt discount”). We are amortizing the debt discount to interest expense using an effective interest rate of 6.62% over the expected life of the 2.75% Convertible Notes. |
|
(2) |
The tax effect of transaction costs was calculated using the Company’s estimated annual statutory tax rate. |
