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): October 30, 2015

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 1.01. Entry into a Material Definitive Agreement.

Granite Construction Incorporated (the “Company”) has entered into the Second Amended and Restated Credit Agreement, dated as of October 28, 2015, among the Company, Granite Construction Company, GILC Incorporated, as borrowers, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and the lenders party thereto (the “Second Amended and Restated Credit Agreement”).  The Second Amended and Restated Credit Agreement amends and restates the Amended and Restated Credit Agreement of the Company, dated October 11, 2012, to among other things:

(a) increase the total commitments under the Second Amended and Restated Credit Agreement to $300.0 million from $215.0 million by providing:

(1) a $200.0 million revolving credit facility (with a provision for further increases at the option of the Company, to a maximum of $250.0 million, subject to the willingness of existing or new lenders to provide commitments for such additional financing and a sublimit for letters of credit of $100.0 million), and

(2) a $100.0 million term loan ($70.0 million of which will be borrowed at closing with the remaining $30.0 million to be borrowed by December 15, 2015); and

(b) extend the maturity date for borrowings under the Second Amended and Restated Credit Agreement to October 28, 2020.

Borrowings under the Second Amended and Restated Credit Agreement bear interest at LIBOR or a base rate (at the Company’s option), plus an applicable margin based on certain financial ratios calculated quarterly, as set forth in the Second Amended and Restated Credit Agreement.

The Company's obligations under the Second Amended and Restated Credit Agreement are guaranteed by certain of the Company's subsidiaries and are secured by first priority liens on substantially all of the assets of the Company and the Company's subsidiaries that are guarantors or borrowers under the Second Amended and Restated Credit Agreement.

          The financial covenants contained in the Second Amended and Restated Credit Agreement require the maintenance of a minimum Consolidated Tangible Net Worth, a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio. The Second Amended and Restated Credit Agreement also contains certain other restrictive covenants and customary events of default.

To implement the guaranty arrangements under the Second Amended and Restated Credit Agreement, the Company also entered into a Second Amended and Restated Guaranty Agreement, dated October 28, 2015, by and among the Company, certain subsidiaries of the Company party thereto as guarantors and Bank of America, N.A., as Administrative Agent (the “Second Amended and Restated Guaranty Agreement”).

Item 2.02. Results of Operations and Financial Condition.

On November 2, 2015, the Company issued a press release with respect to its earnings for the quarter ended September 30, 2015, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.  

The press release referred to above contains non-GAAP financial measures of EBITDA and Consolidated EBITDA Margin.  Management believes the non-GAAP measures of EBITDA and Consolidated 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.  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 under Item 2.02 “Results of Operations and Financial Condition” is furnished and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, nor shall the information set forth under this Item 2.02, including Exhibit 99.1, 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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of the Company, dated November 2, 2015

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:	November 2, 2015

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release of the Company, dated November 2, 2015

EX-99.1

Exhibit 99.1

Granite Reports Third Quarter 2015 Results

• Total quarterly net income doubled to $30.8 million
• Total quarterly gross profit increased to $100.9 million; all segments contribute to 51.3 percent year-over-year growth
• Total quarterly revenue increased 4.4 percent to $751.4 million
• Total year-to-date gross profit increased 21.3 percent to $206.8 million, with gross profit margin of 11.9 percent, up 176.0 basis points from 2014
• Total contract backlog at all-time high of $3.1 billion

WATSONVILLE, Calif.--(BUSINESS WIRE)--November 2, 2015--Granite Construction Incorporated (NYSE:GVA) today reported net income of $30.8 million for the quarter ended September 30, 2015, compared to net income of $15.3 million in the third quarter of 2014. Earnings per share in the quarter were $0.77, compared to $0.38 in the prior-year period.

“Across geographies and across end markets, Granite’s businesses delivered significantly improved results in the third quarter, reflecting solid execution and an environment of steady, modest economic growth,” said James H. Roberts, President and Chief Executive Officer of Granite Construction Incorporated.

“Our teams continue to build on the progress we have made to leverage improving safety trends, consistent project execution, solid plant performance, and our commitment to Continuous Improvement,” Roberts said.

Third Quarter and Year-to-date 2015 Results

Total Company

• Revenue for the third quarter of 2015 increased 4.4 percent to $751.4 million compared with $719.8 million last year. On a year-to-date basis, revenue increased 3.3 percent to more than $1.7 billion.
• Gross profit in the third quarter increased 51.3 percent to $100.9 million compared with $66.7 million last year. Gross profit margin in the quarter was 13.4 percent compared with 9.3 percent in 2014. On a year-to-date basis, gross profit increased 21.3 percent to $206.8 million, with a resulting gross profit margin of 11.9 percent, up 176 basis points from the first nine months of 2014.
• Third quarter 2015 selling, general and administrative (SG&A) expenses increased 5.7 percent to $50.1 million. On a year-to-date basis, SG&A expenses increased 2.5 percent to $151.4 million.

Construction

• Construction revenue in the third quarter of 2015 decreased 4.5 percent to $427.0 million, compared with $447.1 million last year.
• Gross profit in the third quarter increased 31.8 percent to $64.3 million compared to $48.8 million last year. Gross profit margin of 15.1 percent, up from 10.9 percent a year ago, was driven by particular strength in certain parts of the West and across our Kenny businesses.

Large Project Construction

• Large Project Construction revenue in the third quarter of 2015 increased 21.0 percent to $217.1 million, compared with $179.4 million last year.
• Gross profit in the third quarter increased 297.5 percent to $22.6 million compared to $5.7 million last year. Gross profit margin totaled 10.4 percent compared with 3.2 percent in 2014, with quarterly performance driven by consistent execution on projects that were impacted by severe wet weather and slow startup in the first half of 2015.

Construction Materials

• Construction Materials revenue in the third quarter of 2015 increased 15.1 percent to $107.3 million, compared with $93.2 million last year.
• Gross profit in the third quarter increased 14.9 percent to $14.0 million compared to $12.2 million last year. Gross profit margin was 13.1 percent, in line with last year. Segment performance was driven by operational efficiencies and volume growth across geographies.

Outlook and Guidance

“In the Large Project Construction segment, the market remains robust and competitive. We were pleased to recover some ground in the third quarter from first-half weather and design challenges, as our project portfolio remains weighted toward early-stage projects,” Roberts said.

“Solid year-to-date performance from our Construction and Construction Materials businesses fuels our optimism, as we see state, local and private markets improving.

“Taxpayers and elected representatives in a growing number of states are making public transportation and infrastructure investment a priority, committing to increased, dedicated funding. Meanwhile, at the federal level, we remain in a seemingly interminable stall. Though the timing remains unclear, we are well positioned to benefit from the ultimate commitment for Federal infrastructure investment, as well as continued improvements in state-level participation,” said Roberts.

The Company’s current expectations for 2015 remain:

• Mid-single digit consolidated revenue growth
• Consolidated EBITDA margin¹ of 6% to 8%

Conference Call

Granite will conduct a conference call today, November 2, 2015, at 8 a.m. Pacific Time/11 a.m. Eastern Time to discuss the results of the quarter ended September 30, 2015. Access to a live audio webcast is available at http://investor.graniteconstruction.com/index.cfm. The live conference call may be accessed by calling 1-877-328-5503; international callers may dial 1-412-317-5472. The call will be available for replay approximately two hours after the live audio webcast through November 10, 2015 by calling 1-877-344-7529. The conference ID for the replay is also 10074408; international callers may dial 1-412-317-0088.

About Granite

Through its offices and subsidiaries nationwide, Granite Construction Incorporated (NYSE: GVA) is recognized as one of the largest diversified construction companies and construction materials producers in the U.S. Granite is an award-winning firm in safety, quality and environmental stewardship, and has been named one of the World's Most Ethical Companies for six consecutive years. Granite is listed on the New York Stock Exchange and is part of the S&P MidCap 400 Index, the MSCI KLD 400 Social Index and the Russell 2000 Index. For more information, visit graniteconstruction.com.

¹ Please refer to the description and non-GAAP reconciliation in the attached tables.

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)
	September 30,		December 31,		September 30,
	2015		2014		2014
ASSETS
Current assets
Cash and cash equivalents	$	221,785	$	255,961	$	167,174
Short-term marketable securities		17,607		25,504		27,950
Receivables, net		456,688		310,934		417,628
Costs and estimated earnings in excess of billings		56,971		36,411		62,823
Inventories		60,289		68,920		74,605
Real estate held for development and sale		11,609		11,609		11,773
Deferred income taxes		39,272		53,231		55,874
Equity in construction joint ventures		219,652		184,575		181,259
Other current assets		18,863		23,033		21,743
Total current assets		1,102,736		970,178		1,020,829
Property and equipment, net		385,036		409,653		424,272
Long-term marketable securities		70,646		76,563		74,140
Investments in affiliates		33,077		32,361		34,177
Goodwill		53,799		53,799		53,799
Other noncurrent assets		73,412		77,940		75,826
Total assets	$	1,718,706	$	1,620,494	$	1,683,043
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	22	$	21	$	21
Current maturities of non-recourse debt		5,822		1,226		1,226
Accounts payable		196,885		151,935		205,493
Billings in excess of costs and estimated earnings		122,409		108,992		115,809
Accrued expenses and other current liabilities		224,101		200,652		221,618
Total current liabilities		549,239		462,826		544,167
Long-term debt		270,105		270,105		270,127
Long-term non-recourse debt		—		5,516		5,822
Other long-term liabilities		41,211		44,495		45,887
Deferred income taxes		21,646		20,446		9,977
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 39,380,053 shares as of September 30, 2015, 39,186,386 shares as of December 31, 2014 and 39,152,255 shares as of September 30, 2014		394		392		391
Additional paid-in capital		137,974		134,177		132,396
Retained earnings		675,927		659,816		648,017
Total Granite Construction Incorporated shareholders’ equity		814,295		794,385		780,804
Non-controlling interests		22,210		22,721		26,259
Total equity		836,505		817,106		807,063
Total liabilities and equity	$	1,718,706	$	1,620,494	$	1,683,043

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,
	2015			2014			2015			2014
Revenue
Construction	$	427,018		$	447,097		$	921,143		$	873,357
Large Project Construction		217,084			179,446			590,282			611,110
Construction Materials		107,274			93,221			229,442			201,014
Total revenue		751,376			719,764			1,740,867			1,685,481
Cost of revenue
Construction		362,720			398,295			795,108			790,584
Large Project Construction		194,512			173,767			535,166			538,846
Construction Materials		93,246			81,010			203,818			185,536
Total cost of revenue		650,478			653,072			1,534,092			1,514,966
Gross profit		100,898			66,692			206,775			170,515
Selling, general and administrative expenses		50,077			47,386			151,374			147,731
Gain on sales of property and equipment		(804	)		(3,004	)		(2,090	)		(6,891	)
Operating income		51,625			22,310			57,491			29,675
Other (income) expense
Interest income		(591	)		(451	)		(1,561	)		(1,343	)
Interest expense		3,485			2,488			10,966			10,426
Equity in income of affiliates		(1,155	)		(1,109	)		(1,762	)		(2,310	)
Other expense (income), net		27			1,196			(1,409	)		(450	)
Total other expense		1,766			2,124			6,234			6,323
Income before provision for income taxes		49,859			20,186			51,257			23,352
Provision for income taxes		17,679			6,081			18,148			8,301
Net income		32,180			14,105			33,109			15,051
Amount attributable to non-controlling interests		(1,421	)		1,177			(1,297	)		(6,681	)
Net income attributable to Granite Construction Incorporated	$	30,759		$	15,282		$	31,812		$	8,370
Net income per share attributable to common shareholders:
Basic	$	0.78		$	0.39		$	0.81		$	0.21
Diluted	$	0.77		$	0.38		$	0.80		$	0.21
Weighted average shares of common stock:
Basic		39,378			39,150			39,317			39,073
Diluted		39,897			39,813			39,863			39,790

GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
Nine Months Ended September 30,	2015			2014
Operating activities
Net income	$	33,109		$	15,051
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation, depletion and amortization		48,517			49,968
Gain on sales of property and equipment		(2,090	)		(6,891	)
Change in deferred income taxes		14,967			1,795
Stock-based compensation		6,962			8,933
Equity in net income from unconsolidated joint ventures		(29,465	)		(27,001	)
Changes in assets and liabilities		(80,129	)		(88,688	)
Net cash used in operating activities		(8,129	)		(46,833	)
Investing activities
Purchases of marketable securities		(54,961	)		(49,975	)
Maturities of marketable securities		26,700			40,000
Proceeds from called marketable securities		45,000			25,000
Purchases of property and equipment		(26,144	)		(37,471	)
Proceeds from sales of property and equipment		3,439			12,257
Other investing activities, net		598			(1,109	)
Net cash used in investing activities		(5,368	)		(11,298	)
Financing activities
Cash dividends paid		(15,326	)		(15,229	)
Purchase of common stock		(3,325	)		(4,751	)
(Distributions to) contributions from non-controlling partners, net		(1,740	)		15,156
Other financing activities, net		(288	)		1,008
Net cash used in financing activities		(20,679	)		(3,816	)
Decrease in cash and cash equivalents		(34,176	)		(61,947	)
Cash and cash equivalents at beginning of period		255,961			229,121
Cash and cash equivalents at end of period	$	221,785		$	167,174

GRANITE CONSTRUCTION INCORPORATED
Business Segment Information
(Unaudited - dollars in thousands)
	Three Months Ended September 30,									Nine Months Ended September 30,
	Construction			Large Project Construction			Construction Materials			Construction			Large Project Construction			Construction Materials
2015
Revenue	$	427,018		$	217,084		$	107,274		$	921,143		$	590,282		$	229,442
Gross profit		64,298			22,572			14,028			126,035			55,116			25,624
Gross profit as a percent of revenue		15.1	%		10.4	%		13.1	%		13.7	%		9.3	%		11.2	%
2014
Revenue	$	447,097		$	179,446		$	93,221		$	873,357		$	611,110		$	201,014
Gross profit		48,802			5,679			12,211			82,773			72,264			15,478
Gross profit as a percent of revenue		10.9	%		3.2	%		13.1	%		9.5	%		11.8	%		7.7	%

GRANITE CONSTRUCTION INCORPORATED
Contract Backlog by Segment
(Unaudited - dollars in thousands)
Contract Backlog by Segment	September 30, 2015				June 30, 2015				September 30, 2014
Construction	$	866,567	28.1	%	$	831,067	27.7	%	$	817,365	27.5	%
Large Project Construction		2,222,085	71.9	%		2,169,736	72.3	%		2,154,289	72.5	%
Total	$	3,088,652	100.0	%	$	3,000,803	100.0	%	$	2,971,654	100.0	%

GRANITE CONSTRUCTION INCORPORATED
EBITDA(1)
(Unaudited - dollars in thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net income attributable to Granite Construction Incorporated	$	30,759		$	15,282		$	31,812		$	8,370
Depreciation, depletion and amortization expense(2)		17,186			18,090			48,517			49,968
Provision for income taxes		17,679			6,081			18,148			8,301
Interest expense, net of interest income		2,894			2,037			9,405			9,083
EBITDA(1)	$	68,518		$	41,490		$	107,882		$	75,722
Consolidated EBITDA Margin(3)		9.1	%		5.8	%		6.2	%		4.5	%

Note:

⁽¹⁾We define EBITDA as GAAP net income (loss) attributable to Granite Construction Incorporated, adjusted for interest, taxes, 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 Selling, General and Administrative expenses in the condensed consolidated statements of operations of Granite Construction Incorporated.

⁽³⁾Represents EBITDA divided by consolidated revenue. Consolidated revenue was $751,376 and $1,740,867 for three and nine months ended September 30, 2015, respectively and $719,764 and $1,685,481 for the three and nine months ended September 30, 2014, respectively.

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