form11-k.htm
 


 
 
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K
 
ANNUAL REPORT PURSUANT TO SECTION 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended December 31, 2008
 
 Commission File Number 0-18350
 
GRANITE CONSTRUCTION PROFIT
 SHARING AND 401(K) PLAN
 
GRANITE CONSTRUCTION INCORPORATED
 
585 West Beach Street
 Watsonville, California 95076
 Telephone: (831) 724-1011
 
     This report contains 17 pages.

 
 
 
 







 
     
Item 4.
 
FINANCIAL STATEMENTS AND SCHEDULE PREPARED IN ACCORDANCE WITH THE FINANCIAL REPORTING REQUIREMENTS OF ERISA
 
     The following documents are filed as part of this report:
 
1. Financial Statements. The following financial statements are filed as part of this report:
         
   
Form 11-K
 
   
Pages
 
Report of Independent Registered Public Accounting Firm
   
F-3
 
Statements of Net Assets Available for Benefits at December 31, 2008 and 2007
   
F-4
 
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2008
   
F-5
 
Notes to Financial Statements
   
F-6-F-12
 
 
2. Financial Statements Schedule. The following financial statement schedule of the Granite Construction Profit Sharing and 401(K) Plan (“Plan”) for the year ended December 31, 2008 is filed as part of this report and shall be read in conjunction with the financial statements of the Plan.
       
   
Form 11-K
 
   
Pages
 
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) at December 31, 2008
   
S-1
 
 
EXHIBITS
 
The following exhibit is attached hereto and filed herewith:
     
Exhibit
   
Number
   
     
23
 
Consent of Independent Registered Public Accounting Firm
 
 
 


 
 
 
 
SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused the annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
 
GRANITE CONSTRUCTION
 PROFIT SHARING AND 401(K) PLAN
  
 
Date: June 24, 2009 
By:  
/s/ Alan Movson  
 
   
Alan Movson 
 
   
Committee Secretary 
 
 
     
 
By:  
/s/ Peg Wynn
 
   
Peg Wynn
 
   
Committee Member 
 
 
 
 
 


 
 
 
 
INDEX TO EXHIBITS
     
Exhibit
   
Number
 
Document
     
23
 
Consent of Independent Registered Public Accounting Firm
 
 


 
Granite Construction
 Profit Sharing and 401(k) Plan
 Financial Statements
 as of December 31, 2008 and 2007 and
 for the year ended December 31, 2008
 
 
 
 
Granite Construction
 Profit Sharing and 401(k) Plan
 Index of Financial Statements and Schedule
         
   
Pages
     
F-3
         
Financial Statements:
       
         
     
F-4
         
     
F-5
         
     
F-6
         
Supplemental Schedule:
       
         
     
S-1
         
Exhibit 23
       
 
Supplemental schedules other than the above are omitted because they are not applicable.
 
 
 
F2


 
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Participants and
 Plan Administrator of the
 Granite Construction
 Profit Sharing and 401(k) Plan
 
We have audited the financial statements of the Granite Construction Profit Sharing and 401(k) Plan (the Plan) as of December 31, 2008 and 2007, and for the year ended December 31, 2008, as listed in the accompanying index of financial statements and schedule. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the year ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
 
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, as listed in the accompanying index of financial statements and schedule, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 
/s/ Mohler, Nixon & Williams  
     
MOHLER, NIXON & WILLIAMS 
   
Accountancy Corporation 
   
 
Campbell, California
 June 24, 2009
 
 
 
 
F3


 
 
Granite Construction
Profit Sharing and 401(k) Plan
Statements of Net Assets Available for Benefits
   
December 31,
   
2008
 
2007
Assets
               
Investments, at fair value
 
$
157,756,226
   
$
194,196,378
 
Contributions receivable from employer 
   
25,261
     
104,333
 
Contributions receivable from employees
   
4,531
     
13,639
 
Non-interest bearing cash
   
509
     
44,977
 
Net assets available for benefits
 
$
157,786,527
   
$
194,359,327
 
 
The accompanying notes are an integral part of these financial statements.
 
 


 
F4

 
 
 
Granite Construction
Profit Sharing and 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
   
Year ended
 December 31, 2008
 
Changes to net assets available for benefits attributed to:
       
Investment activities:
       
Net depreciation in fair value of investments
 
$
(53,901,309
)
Interest and dividends
   
6,577,111
 
Net loss from investment activities
   
(47,324,198
Contributions:
       
Employee
   
16,584,216
 
Employer
   
10,885,537
 
Total contributions
   
27,469,753
 
Distributions to participants or beneficiaries
   
(16,767,910
)
Diversification from employee stock ownership plan
   
49,555
 
       
Change in net assets available for benefits during the year
   
(36,572,800)
 
Net assets available for benefits, beginning of year
   
194,359,327
 
Net assets available for benefits, end of year
 
$
157,786,527
 
 
The accompanying notes are an integral part of these financial statements.
 



F5




 
Granite Construction
Profit Sharing and 401(k) Plan
Notes to Financial Statements
 
 
 
     
   
     
   
The Plan is a defined contribution Plan covering all eligible non-union employees of Granite Construction Incorporated and its participating subsidiaries (the “Company”). An Employee generally becomes eligible to participate in the Plan as of December 31, of the year of hire if the employee is credited with at least 1,000 hours of work in that year and was an Employee on December 31. Effective July 1, 2008, an Employee generally becomes eligible to participate in the Plan, for the purpose of the elibigility to elect to make 401(k) contributions as of his or her date of hire. For all other purposes under the Plan, an Employee generally becomes a participant in the Plan as of the first day of the month coinciding with or next following the date on which he or she is credited with at least 1,000 Hours of Service (or as soon as administratively practicable thereafter). The Company does not guarantee the benefits provided by the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
     
   
     
   
   
     
   
     
   
All eligible Plan participants could make combined employee contributions to the Plan of up to $15,500 during 2008. Plan participants who reach age 50 during the Plan year have the option to make an additional (“Catch Up”) pre-tax salary contribution of up to $5,000 in 2008.
     
     
 

F6


 
Granite Construction
Profit Sharing and 401(k) Plan
Notes to Financial Statements
 
 
   
The Plan offers an option for deferring dividends from the Granite Construction Employee Stock Ownership Plan (“ESOP”). The Dividend Equivalent Deferral or 401(k) Switchback option allows participants in the ESOP to elect an additional pre-tax salary deferral to the 401(k) Plan equal to the amount of the ESOP dividend passed through to them.
     
   
Employee Stock Ownership Plan Diversification Account
   
The Plan permits certain participants under the ESOP to have a portion of their ESOP stock account transferred to the Plan. No portion of the participant’s ESOP diversification account may be invested in Granite Common Stock.
     
   
Participant Accounts
   
Contributions received by the Plan are deposited with the Plan trustee and custodian, Mercer Trust Company (“Mercer”). Each eligible participant’s account is credited with an allocation of (a) the Company’s 401(k) match and profit sharing contributions, (b) Plan earnings, (c) profit sharing forfeitures of terminated participant’s non-vested accounts and (d) employee 401(k) deferrals. All allocations, except participant contributions and Company’s match, are based on participants’ eligible earnings or account balances, as defined in the Plan document. The participant is entitled to the vested benefit available from the participant’s account. At December 31, 2008 and 2007, forfeited non-vested accounts totaled $290,493 and $358,924, respectively, and are allocated to eligible participants’ accounts in the subsequent Plan year.
     
   
Benefits and Vesting
   
The full amount of the participant’s profit sharing account becomes vested on his/her normal retirement date or when his/her employment with the Company terminates by reason of death or total disability, or when his/her years of vesting service is completed as defined in the Plan document. For participants that work one or more hours on or after January 1, 2007, the full amount of the profit sharing account becomes vested after three years of service. For participants that do not perform work after December 31 2006, the profit sharing account requires five years of service for full vested status. The full value of the participant’s elective contribution and matching account are fully vested at the time of deferral. On termination of service for any reason, including death or disability, participants with less than $1,000 in their accounts and who have not elected a rollover will receive one lump sum payout of the total value of their account balance as prescribed in the Plan document. If the participant has more than $1,000 in their account upon termination, funds will not be distributed unless the participant elects to withdraw the funds as prescribed in the Plan document.
     
   
Hardship Withdrawals
   
The Plan provides for withdrawals in the event of financial hardship, as defined in the Plan document.
 
 
Plan Investments
   
Participants may direct Company and participant contributions into any of the designated investment options approved by the Committee. Included in the designated investment options are various mutual funds, a common/collective trust, money market funds and Granite Common Stock.

 
F7


 
 
Granite Construction
Profit Sharing and 401(k) Plan
Notes to Financial Statements
 
2.
 
Summary of Significant Accounting Policies
     
   
Basis of Accounting
   
The financial statements have been prepared on an accrual basis in conformity with accounting principles generally accepted in the United States of America.
     
   
Use of Estimates
   
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
     
   
Investments
   
Investments are stated at fair value. See Note 3 for discussion of fair value measurements. The Plan presents, in the statement of changes in net assets available for benefits, the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and unrealized appreciation (depreciation) on those investments.
     
   
Non-interest bearing cash
   
Non-interest bearing cash is made up of unsettled transactions relating to the Granite Common Stock.
     
   
Distributions
   
Distributions to participants are recorded when paid.
     
   
Risks and uncertainties
   
The Plan provides for various investment options in any combination of mutual funds, the Granite Common Stock and other investment securities, which the Administrator may, from time to time, make available. Investment securities are exposed to various risks, such as interest rate, market fluctuations and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.
 
 

F8



Granite Construction
Profit Sharing and 401(k) Plan
Notes to Financial Statements
 
 
3. Fair Value Measurements
 
On January 1, 2008, the Plan adopted FASB Statement No. 157, Fair Value Measurements and subsequently adopted certain related FASB staff positions. Statement 157 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.
 
Statement 157 also establishes a fair value hierarchy that requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Statement 157 establishes three levels of inputs that may be used to measure fair value:
 
 
Level 1: quoted prices in active markets for identical assets or liabilities;
       
 
 
Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or
       
 
 
Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
 
Investments Measured at Fair Value on a Recurring Basis
 
Investments measured at fair value on a recurring basis consisted of the following types of instruments as of December 31, 2008 (Level 1, 2 and 3 inputs are defined above):
   
Fair Value Measurements
       
   
Using Input Type
       
 
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Money market funds
 
$
23,761,870
   
$
   
$
   
$
23,761,870
 
Common stock
   
32,250,427
     
     
     
32,250,427
 
Mutual funds
   
95,249,682
     
     
     
95,249,682
 
Common/collective trust funds
   
     
6,494,247
     
     
6,494,247
 
Total investments measured at fair value
 
$
151,261,979
   
$
6,494,247
   
$
   
$
157,756,226
 
 
The Plan’s valuation methodology used to measure the fair values of money market funds, common stock and mutual funds were derived from quoted market prices as substantially all of these instruments have active markets.  The valuation techniques used to measure fair value of common/collective trust funds are valued at quoted redemption value of units owned by the Plan at year end.
 
F9

Granite Construction
Profit Sharing and 401(k) Plan
Notes to Financial Statements
 
 
4.
 
Investments
   
The following schedule presents investments which are 5 percent or more of the Plan’s net assets available for benefits at:
 
   
December 31,
   
2008
 
2007
Granite Construction Incorporated
 
$
32,250,427
   
$
23,761,488
 
Putnam Money Market Fund
   
23,761,870
     
14,993,297
 
Harbor Capital International Fund
   
12,112,253
     
22,361,871
 
Franklin Balance Sheet Investment Fund
   
9,419,912
     
15,810,362
 
Vanguard Capital Opportunities Admiral Share Fund
   
9,362,507
     
15,410,302
 
Loomis Sayles Bond Fund
   
8,108,964
     
12,771,225
 
Putnam Asset Allocation: Growth Portfolio
   
8,023,629
     
13,052,137
 
Vanguard Morgan Growth Fund
   
*
     
12,290,919
 
The Clipper Fund
   
*
     
11,103,307
 
Putnam S&P 500 Index Fund
   
*
     
9,785,636
 
 
* Balance at December 31, was less than 5% of Plan's net assets
 
   
During 2008, the Plan’s investments appreciated/(depreciated) in value as follows:
 
Mutual Funds
 
$
(57,752,642
)
Common/Collective Trust
   
(3,291,389
)
Granite Common Stock
   
7,142,722
 
   
$
(53,901,309
)

5.
 
Tax Status
   
The Internal Revenue Service has determined and informed the Company by a letter dated December 23, 2002, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). The Plan has been amended since receiving the determination letter. The Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and that the trust which forms a part of the Plan, is exempt from Federal income and state franchise taxes.
 
 
F10

 
 
Granite Construction
Profit Sharing and 401(k) Plan
Notes to Financial Statements
 
 
6.
 
Related Party and Party in Interest Transactions
   
The Plan allows investment in the common stock of Granite Construction Incorporated. In addition, certain Plan investments are managed by Putnam Investments (“Putnam”). Putnam and Mercer are subsidiaries of Marsh & McLennan Companies, Inc. Any purchases and sales of such funds and common stock are performed in the open market at fair value. Transactions in these investments qualify as party-in-interest transactions, which are exempt from prohibited transaction rules.
 
 
   
Aggregate investment in Granite Common Stock at December 31 was as follows:
 
Date
 
Number of shares
 
Fair Value
2008
   
734,132
   
$
32,250,427
 
2007
   
656,758
   
$
23,761,488
 

7.
 
Plan Termination
   
Although it has not expressed any intent to do so, the Company may terminate the Plan at any time. In the event of termination of the Plan, all participants who are employed by the Company at the date of termination will become 100% vested in their account balances.
     
8.
 
Reconciliation of Financial Statements to Form 5500
   
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2008 and 2007 to Form 5500:

   
December 31,
   
2008
 
2007
Net assets available for benefits per the financial statements
 
$
157,786,527
   
$
194,359,327
 
Amounts allocated to withdrawing participants
   
(16,590,267
)
   
(14,886,313
)
Net assets available for benefits per the Form 5500
 
$
141,196,260
   
$
179,473,014
 
     
 
   
The following is a reconciliation of distributions to participants per the financial statements for the year ended December 31, 2008 to Form 5500:

Distributions to participants per the financial statements
 
$
16,767,910
 
Amounts allocated to withdrawing participants at December 31, 2008
   
16,590,267
 
Amounts allocated to withdrawing participants at December 31, 2007
   
(14,886,313
)
Distributions to participants per Form 5500
 
$
18,471,864
 
 
   
The participant vested balances of employees who have terminated or retired prior to December 31, 2008, that have not taken a distribution prior to December 31, 2008, are included in benefit claims payble on Schedule H of the Form 5500.
 
 
F11

 
9.
 
Subsequent Events
     
   
Effective January 1, 2009, the Wilder Construction Company 401(k) Plan and Trust (the "Wilder 401(k) Plan") was merged with and into the Plan, and all assets of the Wilder 401(k) Plan totaling approximately $5.8 million were transferred to the Plan.
     
    On February 2, 2009, an Application for Determination (Form 5300) was filed with the Internal Revenue Service with respect to the continued qualified status of the Plan.
     
     As of June 24, 2009, the close price of Granite Common Stock decreased 23% from its December 31, 2008 close price.
 
 
 
F12

 
Granite Construction
Profit Sharing and 401(k) Plan
EIN 77-0239383, Plan #001
Schedule H, line 4i - Schedule of Assets (Held At End of Year)
December 31, 2008
         
(c)
     
         
Description of investments
     
         
including maturity date, rate of
   (e)  
        (b)
interest, collateral,
(d)
Current
 
 
(a)
   
Identity of issuer, borrower, lessor or similar party
par or maturity value
Cost**
Value
 
 
*
   
Granite Construction Incorporated
Common Stock
 
32,250,427
 
 
*
   
Putnam Money Market Fund
Money Market Fund
   
23,761,870
 
       
Harbor Capital International Fund
Mutual Fund
   
12,112,253
 
       
Franklin Balance Sheet Investment Fund
Mutual Fund
   
9,419,912
 
 
 
   
Vanguard Capital Opportunities Admiral Share Fund
Mutual Fund
   
9,362,507
 
 
 
   
Loomis Sayles Bond Fund
Mutual Fund
   
8,108,964
 
 
*
   
Putnam Asset Allocation: Growth Portfolio
Mutual Fund
   
8,023,629
 
       
PIMCO Total Return Fund
Mutual Fund
   
7,670,446
 
       
Vanguard Morgan Growth Fund
Mutual Fund
   
7,497,034
 
 
*
   
Putnam S&P 500 Index Fund
Common/Collective Trust
   
6,494,247
 
 
*
   
Putnam Asset Allocation Fund: Balanced Portfolio
Mutual Fund
   
5,633,914
 
 
 
   
The Clipper Fund
Mutual Fund
   
5,439,159
 
       
Lord Abbett Mid-Cap Value Fund
Mutual Fund
   
4,988,728
 
       
Fremont U.S. Micro Cap Institutional Fund
Mutual Fund
   
3,120,880
 
 
*
   
Putnam Asset Allocation Fund: Conservative Portfolio
Mutual Fund
   
2,910,031
 
 
*
   
Putnam Diversified Income Trust Fund
Mutual Fund
   
2,035,752
 
       
T. Rowe Price Retirement 2030 Fund
Mutual Fund
   
1,343,971
 
       
Northern Small-Cap Value Fund
Mutual Fund
   
1,123,246
 
       
T. Rowe Price Retirement 2020 Fund
Mutual Fund
   
1,103,714
 
       
T. Rowe Price Retirement 2015 Fund
Mutual Fund
   
973,571
 
       
T. Rowe Price Retirement 2040 Fund
Mutual Fund
   
871,582
 
       
T. Rowe Price Retirement 2025 Fund
Mutual Fund
   
812,199
 
       
T. Rowe Price Retirement 2045 Fund
Mutual Fund
   
668,831
 
       
T. Rowe Price Retirement 2035 Fund
Mutual Fund
   
662,694
 
       
T. Rowe Price Retirement 2010 Fund
Mutual Fund
   
396,042
 
       
T. Rowe Price Retirement 2050 Fund
Mutual Fund
   
374,765
 
       
T. Rowe Price Retirement 2005 Fund
Mutual Fund
   
292,524
 
       
T. Rowe Price Retirement Income Fund
Mutual Fund
   
232,881
 
       
T. Rowe Price Retirement 2055 Fund
Mutual Fund
   
70,453
 
         
Total investments
 
$
157,756,226
 
 
 
     
*
 
known party-in-interest (exempt transactions)
**
 
Cost information has been omitted with respect to participant directed transactions
S-1

 

Exhibit 23
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-118299, No. 333-80471 and No. 033-36485) of Granite Construction Incorporated of our report dated June 24, 2009, with respect to the statements of net assets available for benefits of the Granite Construction Profit Sharing and 401(k) Plan as of December 31, 2008 and 2007, and the related statement of changes in net assets available for benefits for the year ended December 31, 2008, and the related supplemental Schedule H, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2008, which report appears in the December 31, 2008 annual report on Form 11-K of the Granite Construction Profit Sharing and 401(k) Plan.
/s/ Mohler, Nixon & Williams  
     
MOHLER, NIXON & WILLIAMS 
   
Accountancy Corporation 
   
 
Campbell, California
 June 24, 2009