8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC  20549

FORM 8-K

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


Date of report (Date of earliest event reported): April 30, 2014

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

Delaware	1-12911	77-0239383
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

585 West Beach Street
Watsonville, California 95076

(Address of Principal Executive Offices) (Zip Code)

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

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

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

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

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

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

Item 2.02.  Results of Operations and Financial Condition.

On April 30, 2014, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the quarter ended March 31, 2014, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.

The press release referred to above contains certain non-GAAP financial measures.  These measures include EBITDA as well as net loss and loss per diluted share, excluding the impact of a discrete tax charge related to tax law changes in the State of New York.  Management believes that these non-GAAP financial measures provide a useful measure in evaluating the Company's financial performance and excluding the discrete tax charge is particularly useful because the existence and amount of the charge are not consistent in the periods presented.  However, the reader is cautioned that any non-GAAP financial measures provided by the Company are provided in addition to, and not as alternatives for, the Company's reported results prepared in accordance with GAAP.  Items that may have a significant impact on the Company's financial position, results of operations and cash flows must be considered when assessing the Company's actual financial condition and performance regardless of whether these items are included in non-GAAP financial measures.  The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures.  As a result, any non-GAAP financial measures provided by the Company may not be comparable to similar measures provided by other companies.

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

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are attached hereto and furnished herewith:

Exhibit Number	Description
99.1	Press Release of the Company, dated April 30, 2014

SIGNATURE

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

		GRANITE CONSTRUCTION INCORPORATED
		By:	/s/ Laurel J. Krzeminski
			Laurel J. Krzeminski
			Senior Vice President and Chief Financial Officer
Date:	April 30, 2014

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release of the Company, dated April 30, 2014

EX-99.1

Exhibit 99.1

Granite Reports First Quarter 2014 Results

• First quarter 2014 revenues increased slightly year-over-year to $379.8 million
• Balance Sheet remains strong with $312.9 million in cash and marketable securities
• Total contract backlog increased 7 percent year-over-year to $2.6 billion
• Large Project win in Florida will contribute to backlog growth
• Granite named as a 2014 World's Most Ethical Company¹ for fifth straight year

WATSONVILLE, Calif.--(BUSINESS WIRE)--April 30, 2014--Granite Construction Incorporated (NYSE: GVA) today reported a net loss of $20.6 million for the quarter ended March 31, 2014, compared to a loss of $22.0 million in the first quarter of 2013. Diluted earnings per share in the quarter were a loss of $0.53 compared to a loss of $0.57 in the prior-year period. First quarter 2014 results include the impact of a discrete tax charge of $1.6 million related to tax law changes in the State of New York. Excluding the impact of this discrete tax charge, Granite’s non-GAAP² results were a loss of $18.9 million, or $0.49 per share.

“Our teams continue to focus on the many opportunities we have to grow the business this year by executing on Granite’s strategic plan,” said James H. Roberts, President and CEO of Granite Construction Incorporated. “We are seeing signs of private market recovery, and the bidding environment, especially in large projects, remains robust. We are very pleased the Granite joint venture team was announced last week as the successful bidder on the $2.3 billion I-4 Ultimate project in Florida. However, inaction by Congress to adequately fund America’s infrastructure could slow down the recovery we are beginning to experience.

“In being named one of the World’s Most Ethical Companies, Granite is one of only three companies in the construction industry – and the only U.S.-based construction company – honored this year. Receiving this award for the fifth consecutive year is a testament to the Code of Conduct that is pervasive inside our offices and on our jobsites today,” Roberts said.

First Quarter 2014 Results

Total Company

• Revenue for the first quarter of 2014 increased slightly to $379.8 million compared with $378.7 million last year.
• Gross profit margin in the first quarter was 5.6 percent compared with 7.9 percent in 2013, driven mostly by project timing in the Large Project Construction segment portfolio, coupled with a decrease in Construction segment gross profit and improved Construction Materials segment performance.
• SG&A expenses for the first quarter of 2014 decreased $7.9 million to $49.2 million partially reflecting a decrease in pre-bid costs and non-recurring first quarter 2013 Kenny Construction integration-related costs.

Construction

• Construction revenue in the first quarter of 2014 decreased 11.3 percent to $157.0 million, compared with $177.1 million last year. The decrease was the result of a change in the mix of power projects to the Large Projects Construction segment. In addition, revenue opportunities were lost due to weather impacts in certain markets, particularly Chicago.
• Gross profit margin was 5.8 percent, compared with 7.5 percent a year ago, driven by the revenue decrease and by weather. These seasonal factors, typical during the first quarter, are expected to abate as we build work and add backlog across the portfolio.

Large Project Construction

• Large Project Construction revenue in the first quarter of 2014 increased 9.1 percent to $187.3 million, compared with $171.7 million last year. The increase was a result of project timing and inclusion of a portion of power revenues.
• Gross profit margin for the quarter was 8.4 percent, compared with 13.2 percent in 2013. Gross profit performance, as expected, reflects timing of projects in the portfolio that will not reach profit recognition thresholds until later in the year.

Construction Materials

• Construction Materials revenue in the first quarter of 2014 increased 19.2 percent to $35.4 million, compared with $29.8 million last year.
• Gross loss on the sale of construction materials was $3.6 million, a more than 40 percent improvement from a loss of $6.0 million in the first quarter of 2013. The revenue increase and margin improvement resulted from increased volume attributable to a recovering private sector and stronger fundamentals in the public works market.

Outlook and Guidance

“We continue to have an optimistic outlook on both a near-term and a long-term basis. Backlog and bidding trends point to improvement in both public and private markets,” Roberts said.

“Despite slower-than-anticipated recovery and growth in certain Western markets, we currently expect revenue growth across all of our businesses. We are encouraged by the improvement in our Construction Materials business in the first quarter. Both our Construction and Large Project Construction businesses are expected to gain momentum starting in the second quarter with Large Project recognition later in the year, driving overall improved performance in 2014,” said Roberts.

The Company’s current expectations for 2014 are as follows:

Consolidated revenues from $2.4 to $2.8 billion

Gross Profit significantly improved from 2013

Consolidated EBITDA² margin of 5% to 7%

(1) The Ethisphere® Institute is an independent center of research, best practices and thought leadership. Ethisphere evaluates and benchmarks compliance and governance programs, honors superior achievement through its World’s Most Ethical Companies® recognition program and publishes Ethisphere Magazine.

(2) Please refer to the description and non-GAAP reconciliation in the attached tables.

Conference Call

Granite will conduct a conference call today, April 30, 2014, at 8 a.m. Pacific Time/11 a.m. Eastern Time to discuss the results of the quarter ended March 31, 2014. Access to a live audio webcast is available at http://investor.graniteconstruction.com/index.cfm. The live conference call may be accessed by calling (877) 643-7158; international callers may dial (914) 495-8565. The conference ID for the live call is 32033028. The call will be recorded and available for replay approximately two hours after the live audio webcast through May 8, 2014 by calling (855) 859-2056. The conference ID for the replay is also 32033028; international callers may dial (404) 537-3406.

About Granite

Through its offices and subsidiaries nationwide, Granite Construction Incorporated (NYSE: GVA) is one of the nation’s largest infrastructure companies. Incorporated in 1922, Granite serves public- and private-sector clients on projects both small and large. Granite’s project teams represent some of the best in the industry serving owners in the transportation, power, federal, tunneling, underground, and industrial/mining and water resources markets.

In 2014, the Company was recognized by the Ethisphere Institute as one of the World’s Most Ethical Companies for the fifth consecutive year. For more information, please visit www.graniteconstruction.com. Granite is listed on the New York Stock Exchange under the ticker symbol GVA and is part of the S&P MidCap 400 Index, the MSCI KLD 400 Social Index and the Russell 2000 Index. For more information, please visit our investor relations website at investor.graniteconstruction.com.

Forward-looking Statements

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

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

GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - in thousands, except share and per share data)
	March 31,		December 31,		March 31,
	2014		2013		2013
ASSETS
Current assets
Cash and cash equivalents	$	205,780	$	229,121	$	260,773
Short-term marketable securities		41,143		49,968		44,841
Receivables, net		245,281		313,598		260,231
Costs and estimated earnings in excess of billings		53,311		33,306		48,428
Inventories		77,407		62,474		66,291
Real estate held for development and sale		11,742		12,478		50,303
Deferred income taxes		55,874		55,874		36,687
Equity in construction joint ventures		168,045		162,673		171,265
Other current assets		40,142		30,711		37,401
Total current assets		898,725		950,203		976,220
Property and equipment, net		432,398		436,859		477,666
Long-term marketable securities		65,969		67,234		57,958
Investments in affiliates		33,336		32,480		30,742
Goodwill		53,799		53,799		53,593
Other noncurrent assets		76,944		76,580		82,531
Total assets	$	1,561,171	$	1,617,155	$	1,678,710
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	21	$	21	$	8,353
Current maturities of non-recourse debt		1,226		1,226		4,132
Accounts payable		141,241		160,706		169,940
Billings in excess of costs and estimated earnings		125,618		138,375		124,609
Accrued expenses and other current liabilities		193,307		197,242		188,685
Total current liabilities		461,413		497,570		495,719
Long-term debt		270,127		270,127		270,148
Long-term non-recourse debt		6,435		6,741		7,628
Other long-term liabilities		48,662		48,580		49,231
Deferred income taxes		9,803		7,793		8,055
Equity
Preferred stock, $0.01 par value, authorized 3,000,000 shares, none outstanding		—		—		—
Common stock, $0.01 par value, authorized 150,000,000 shares; issued and outstanding 39,098,549 shares as of March 31, 2014, 38,917,728 shares as of December 31, 2013 and 38,810,255 shares as of March 31, 2013		391		389		388
Additional paid-in capital		126,937		126,449		118,265
Retained earnings		629,443		655,102		685,023
Total Granite Construction Incorporated shareholders’ equity		756,771		781,940		803,676
Non-controlling interests		7,960		4,404		44,253
Total equity		764,731		786,344		847,929
Total liabilities and equity	$	1,561,171	$	1,617,155	$	1,678,710

GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - in thousands, except per share data)
Three Months Ended March 31,	2014			2013
Revenue
Construction	$	157,040		$	177,119
Large Project Construction		187,336			171,714
Construction Materials		35,449			29,750
Real Estate		22			121
Total revenue		379,847			378,704
Cost of revenue
Construction		147,896			163,918
Large Project Construction		171,543			148,993
Construction Materials		39,000			35,724
Real Estate		—			11
Total cost of revenue		358,439			348,646
Gross profit		21,408			30,058
Selling, general and administrative expenses		49,247			57,161
Gain on sales of property and equipment		894			1,087
Operating loss		(26,945	)		(26,016	)
Other income (expense)
Interest income		479			129
Interest expense		(3,599	)		(3,646	)
Equity in income (loss) of affiliates		791			(423	)
Other (expense) income, net		(51	)		1,103
Total other expense		(2,380	)		(2,837	)
Loss before benefit from income taxes		(29,325	)		(28,853	)
Benefit from income taxes		(8,064	)		(9,027	)
Net loss		(21,261	)		(19,826	)
Amount attributable to non-controlling interests		708			(2,156	)
Net loss attributable to Granite Construction Incorporated	$	(20,553	)	$	(21,982	)
Net loss per share attributable to common shareholders:
Basic	$	(0.53	)	$	(0.57	)
Diluted	$	(0.53	)	$	(0.57	)
Weighted average shares of common stock:
Basic		38,951			38,610
Diluted		38,951			38,610

GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
Three Months Ended March 31,	2014			2013
Operating activities
Net loss	$	(21,261	)	$	(19,826	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion and amortization		15,832			15,970
Gain on sales of property and equipment		(894	)		(1,087	)
Change in deferred income tax		1,613			—
Stock-based compensation		4,095			5,386
Equity in net income from unconsolidated joint ventures		(2,562	)		(17,018	)
Changes in assets and liabilities		(16,600	)		(38,078	)
Net cash used in operating activities		(19,777	)		(54,653	)
Investing activities
Purchases of marketable securities		(10,000	)		(14,975	)
Maturities of marketable securities		5,000			20,000
Proceeds from sale of marketable securities		15,000			5,000
Purchases of property and equipment		(10,375	)		(9,956	)
Proceeds from sales of property and equipment		1,360			3,417
Other investing activities, net		39			(57	)
Net cash provided by investing activities		1,024			3,429
Financing activities
Cash dividends paid		(5,083	)		(5,045	)
Purchase of common stock		(4,278	)		(4,907	)
Contributions from non-controlling partners, net		4,278			—
Other financing activities, net		495			(41	)
Net cash used in financing activities		(4,588	)		(9,993	)
Decrease in cash and cash equivalents		(23,341	)		(61,217	)
Cash and cash equivalents at beginning of period		229,121			321,990
Cash and cash equivalents at end of period	$	205,780		$	260,773

GRANITE CONSTRUCTION INCORPORATED
Business Segment Information
(Unaudited - dollars in thousands)
Three Months Ended March 31,	Construction			Large Project Construction			Construction Materials			Real Estate
2014
Revenue	$	157,040		$	187,336		$	35,449		$	22
Gross profit (loss)		9,144			15,793			(3,551	)		22
Gross profit (loss) as a percent of revenue		5.8	%		8.4	%		(10.0	)%		100.0	%
2013
Revenue	$	177,119		$	171,714		$	29,750		$	121
Gross profit (loss)		13,201			22,721			(5,974	)		110
Gross profit (loss) as a percent of revenue		7.5	%		13.2	%		(20.1	)%		90.9	%

GRANITE CONSTRUCTION INCORPORATED
Contract Backlog by Segment
(Unaudited - dollars in thousands)
Contract Backlog by Segment	March 31, 2014				December 31, 2013				March 31, 2013
Construction	$	786,458	30.6	%	$	681,415	27.0	%	$	740,259	30.8	%
Large Project Construction		1,783,254	69.4	%		1,845,336	73.0	%		1,661,199	69.2	%
Total	$	2,569,712	100.0	%	$	2,526,751	100.0	%	$	2,401,458	100.0	%

GRANITE CONSTRUCTION INCORPORATED
Non-GAAP Information(1)
(Unaudited - dollars in thousands)
	Q1 2014
Net loss attributable to Granite Construction Incorporated	$	(20,553	)
Adjustment for tax charges resulting from New York state tax law changes		1,613
Non-GAAP net loss before New York state tax charges	$	(18,940	)
EPS
GAAP Net loss per share attributable to common shareholders:
Basic	$	(0.53	)
Diluted	$	(0.53	)
Non-GAAP impact - Tax effect of New York state tax law changes:
Basic	$	(0.04	)
Diluted	$	(0.04	)
Non-GAAP EPS - Excluding tax effect of New York state tax law changes:
Basic	$	(0.49	)
Diluted	$	(0.49	)
Weighted average shares of common stock:
Basic		38,951
Diluted		38,951
Note:
(1) The table on this page contains the non-GAAP financial measures net loss excluding charges related to New York State tax law charges and diluted earnings per share excluding this charge. Management believes that net loss and diluted earnings per share excluding this charge provides useful measures in evaluating the Company's ability to generate earnings from operations and that providing such measures will allow investors to more readily compare the earnings (loss) referred to in the press release to the earnings (losses) experienced by the Company in past and future periods. Management believes that excluding this charge is particularly useful where the charge is not consistent in the periods presented. However, the reader is cautioned that any non-GAAP financial measures provided by the Company are provided in addition to, and not as alternatives for, the Company's reported results prepared in accordance with GAAP. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures provided by the Company may not be comparable to similar measures provided by other companies.

GRANITE CONSTRUCTION INCORPORATED
EBITDA(1)
(Unaudited - dollars in thousands)
	Q1 2014
Net loss attributable to Granite Construction Incorporated	$ (20,553)
Depreciation, depletion and amortization expense(2)	15,832
Benefit from income taxes	(8,064)
Interest expense, net of interest income	3,120
EBITDA(1)	$ (9,665)
Consolidated EBITDA Margin	(2.5)%
Note:
(1) We define EBITDA as GAAP net income (loss) attributable to Granite Construction Incorporated, adjusted for interest, taxes, and depreciation, depletion and amortization. We believe this non-GAAP financial measure and the associated margin are useful in evaluating operating performance and are regularly used by security analysts, institutional investors and other interested parties in reviewing the Company. However, the reader is cautioned that any non-GAAP financial measures provided by the Company are provided in addition to, and not as alternatives for, the Company's reported results prepared in accordance with GAAP. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures provided by the Company may not be comparable to similar measures provided by other companies.
(2)Amount includes the sum of depreciation, depletion and amortization which are classified as cost of revenue and general and administrative expenses in the condensed consolidated statements of operations of Granite Construction Incorporated.

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