8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, 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): September 17, 2020

GRANITE CONSTRUCTION INCORPORATED

(Exact Name of Registrant as Specified in its 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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	GVA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 8.01. Other Events.

As previously disclosed, Granite Construction Incorporated (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that, as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”), the Company was not in compliance with Section 802.01E of the Listed Company Manual. Pursuant to Section 802.01E, the Company requested that the NYSE allow its common stock to continue to trade on the NYSE while the Company completes the restatement of its financial statements and the financial statements for the year ended December 31, 2019 and the quarters ended March 31, 2020 and June 30, 2020. On September 17, 2020, the NYSE notified the Company that its common stock may continue to trade on the NYSE for an additional six months, until March 18, 2021, subject to reassessment on an ongoing basis. The Company can regain compliance at any time before that date by filing its 2019 Form 10-K and subsequent Quarterly Reports on Form 10-Q (the “2020 Form 10-Qs”) with the Securities and Exchange Commission (the “SEC”). 

The NYSE will continue to closely monitor the Company’s restatement process and timing, and could initiate accelerated trading suspension prior to the end of the six-month extension if that process fails to progress satisfactorily during the extension. In addition, in the event the Company does not file its 2019 Form 10-K and 2020 Form 10-Qs with the SEC by March 18, 2021, the NYSE stated that it will move forward with the initiation of suspension and delisting procedures.

The Company issued a press release on September 18, 2020 announcing the NYSE listing extension, a copy of which is filed as Exhibit 99.1 hereto. 

Item 9.01. Financial Statements and Exhibits.

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

Exhibit Number	Description
99.1	Granite Construction Incorporated press release issued September 18, 2020.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

Forward-looking Statements

Any statements contained in this Current Report on Form 8-K that are not based on historical facts, including statements regarding future events, occurrences, circumstances, activities, outcomes, outlook, guidance, estimates and results of the independent investigation and preparation and filing of financial statements, 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,” “expects,” “estimates,” “preliminary,” “anticipates,” “plans,” “may,” “will,” “could,” “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, estimates and results of the independent investigation and preparation and filing of financial statements. 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, the completion and final results of the independent investigation of the Audit/Compliance Committee of the Board of Directors of the Company, including any changes to the scope of the investigation, as well as those described in greater detail in our filings with the SEC, 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 Current Report on Form 8-K and, except as required by law, we undertake no obligation to revise or update any forward-looking statements for any reason. 

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/ M. Craig Hall
	M. Craig Hall
	Senior Vice President, General Counsel and Secretary

Date: September 18, 2020

EX-99.1

Exhibit 99.1

Granite Announces New York Stock Exchange Listing Extension

WATSONVILLE, Calif. (September 18, 2020) - Granite Construction Incorporated (NYSE: GVA) (the “Company”) today announced that it has received an extension for continued listing and trading of the Company’s common stock on the New York Stock Exchange (the “NYSE”).

The extension of an additional six months gives the Company until March 18, 2021 to file its Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”) and its subsequent Quarterly Reports on Form 10-Q (the “2020 Form 10-Qs”) with the Securities and Exchange Commission (the “SEC”), subject to reassessment on an ongoing basis. The Company can regain compliance at any time before that date by filing its 2019 Form 10-K and 2020 Form 10-Qs with the SEC.  The NYSE will continue to closely monitor the Company’s restatement process and timing, and could initiate accelerated trading suspension prior to the end of the six-month extension if that process fails to progress satisfactorily during the extension. In addition, in the event the Company does not file its 2019 Form 10-K and 2020 Form 10-Qs with the SEC by March 18, 2021, the NYSE will move forward with the initiation of suspension and delisting procedures.

As previously reported, the delay in filing the 2019 Form 10-K and 2020 Form 10-Qs is a result of the independent investigation of the Audit/Compliance Committee (the “Audit Committee”) of the Board of Directors of the Company.

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. In addition to being one of the World’s Most Ethical Companies for eleven consecutive years, Granite is an industry leader in safety and an award-winning firm in quality and sustainability. For more information, visit graniteconstruction.com, and connect with Granite on LinkedIn, Twitter, Facebook and Instagram.

Forward-Looking Statements

Any statements contained in this press release that are not based on historical facts, including statements regarding future events, occurrences, circumstances, activities, outcomes, outlook, guidance, estimates and results of the independent investigation and preparation and filing of financial statements, 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,” “expects,” “estimates,” “preliminary,” “anticipates,” “plans,” “may,” “will,” “could,” “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, estimates and results of the independent investigation and preparation and filing of financial statements. 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, the completion and final results of the independent investigation of the Audit Committee, including any changes to the scope of the investigation, as well as those described in greater detail in our filings with the SEC, 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 press release and, except as required by law, we undertake no obligation to revise or update any forward-looking statements for any reason.

Contacts

Investors

Lisa Curtis, 831-728-7532

Or

Media

Erin Kuhlman, 831-768-4111

Source: Granite Construction Incorporated

XML

Document And Entity Information	Sep. 17, 2020
Document Information [Line Items]
Entity, Registrant Name	GRANITE CONSTRUCTION INCORPORATED
Document, Type	8-K
Document, Period End Date	Sep. 17, 2020
Entity, Incorporation, State or Country Code	DE
Entity, File Number	1-12911
Entity, Tax Identification Number	77-0239383
Entity, Address, Address Line One	585 West Beach Street
Entity, Address, City or Town	Watsonville
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	95076
City Area Code	831
Local Phone Number	724-1011
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
No Trading Symbol Flag	true
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000861459