UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 14, 2018
GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction |
001-12911 (Commission |
77-0239383 (IRS Employer |
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
EXPLANATORY NOTE
Granite Construction Incorporated (the “Company” or “Granite”) filed a Current Report on Form 8-K on June 14, 2018 (the “Original Report”) to report, among other things, the completion of its acquisition (the “Merger”) of Layne Christensen Company (“Layne”). This Amendment No. 1 to the Original Report (“Amendment No. 1”) amends and restates in its entirety Item 9.01 of the Original Report to include the consolidated financial statements of Layne pursuant to Item 9.01(a) of Form 8-K and the unaudited pro forma financial information pursuant to Item 9.01(b) of Form 8-K that were excluded from the Original Report.
Item 9.01Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited consolidated financial statements of Layne as of January 31, 2018 and for the years ended January 31, 2018 and 2017, the notes related thereto, and the independent registered public accounting firm’s reports of Deloitte & Touche LLP relating to the financial statements and internal control over financial reporting of Layne contained in pages 45 through 87 of Layne’s Annual Report on Form 10-K for the year ended January 31, 2018 is included as Exhibit 99.1 to this Amendment No. 1 and is incorporated herein by reference.
The unaudited condensed consolidated interim financial statements of Layne as of April 30, 2018 and for the three months ended April 30, 2018 and 2017 contained in pages 3 through 27 Layne’s Quarterly Report on Form 10-Q is included as Exhibit 99.2 to this Amendment No. 1 and is incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information relating to the Company’s acquisition of Layne is filed as Exhibit 99.3 to this Amendment No. 1 and is incorporated herein by reference.
(d) Exhibits.
Exhibit Number |
Description |
23.1 |
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm |
99.1 |
|
99.2 |
|
99.3 |
Unaudited Pro Forma Condensed Combined Financial Information |
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.
|
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GRANITE CONSTRUCTION INCORPORATED |
|
|
|
|
|
Date: August 28, 2018 |
|
By: |
/s/ M. Craig Hall |
|
|
|
M. Craig Hall |
|
|
|
Senior Vice President, General Counsel and Secretary |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Forms S-3 (No. 333-172599) and S-8 (No. 333-80471, No. 333-118299, No. 333-181642, No. 333-170488 and No. 033-36485) of Granite Construction Incorporated of our report dated April 10, 2018 relating to the consolidated financial statements of Layne Christensen Company and subsidiaries (“Layne”), and the effectiveness of Layne’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Layne Christensen Company for the year ended January 31, 2018, which is incorporated by reference in this Current Report on Form 8-K of Granite Construction Incorporated dated August 28, 2018.
/S/ DELOITTE & TOUCHE LLP
Houston, Texas
August 28, 2018
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The accompanying Pro Forma Statements of Operations for the periods presented combine the historical consolidated statements of operations of Granite Construction Incorporated (“Granite”) and Layne Christensen Company (“Layne”), giving effect to the merger (the “Merger”) as if it had been completed on January 1, 2017, the beginning of the earliest period presented. The Pro Forma Statements of Operations for the fiscal year ended December 31, 2017 includes (a) Granite’s fiscal year ended December 31, 2017 and (b) Layne’s fiscal year ended January 31, 2018. The Pro Forma Statements of Operations for the quarter ended March 31, 2018 will include (a) Granite’s quarter ended March 31, 2018 and (b) Layne’s quarter ended April 30, 2018. The accompanying Pro Forma Balance Sheet as of March 31, 2018 combines the historical consolidated balance sheets of Granite as of March 31, 2018 and Layne as of April 30, 2018, giving effect to the Merger as if it had been completed on March 31, 2018.
The accompanying Pro Forma Financial Statements and related notes were prepared using the acquisition method of accounting with Granite considered the acquirer of Layne. Accordingly, the consideration paid in the Merger has been allocated to assets and liabilities of Layne based upon their estimated fair values as of the date of completion of the Merger. Any amount of the consideration that is in excess of the estimated fair values of assets acquired and liabilities assumed was recorded as goodwill in Granite’s balance sheet upon the completion of the Merger. The accompanying unaudited pro forma purchase price allocation is preliminary and is subject to further adjustments and will be finalized within 12 months from the acquisition date.
The accompanying Pro Forma Financial Statements and related notes are being provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated balance sheet of Granite would have been had the Merger occurred on the dates assumed, nor are they necessarily indicative of Granite’s future consolidated results of operations or consolidated financial position. The Pro Forma Financial Statements are based upon currently available information and estimates and assumptions that Granite management believes are reasonable as of the date of this report. Any of the factors underlying these estimates and assumptions may change or prove to be materially different, and the estimates and assumptions may not be representative of facts existing at the closing date of the Merger.
The accompanying Pro Forma Financial Statements have been developed from and should be read in conjunction with the audited consolidated financial statements of Granite contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and of Layne contained in its Annual Report on Form 10-K for the fiscal year ended January 31, 2018.
The historical consolidated financial statements of Layne presented herein have been adjusted by condensing and disaggregating certain line items in order to conform to Granite’s financial statement presentation.
Granite Construction Incorporated
Unaudited Condensed Combined Balance Sheet as of March 31, 2018
(in thousands, except for per share amounts)
|
|
Historical |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Granite |
|
|
Layne (Note 5) |
|
|
Pro Forma Adjustments (Note 4) |
|
|
|
|
Pro Forma Combined |
|
||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents ($91,903 related to consolidated construction joint ventures (“CCJVs”)) |
|
$ |
193,581 |
|
|
$ |
17,805 |
|
|
$ |
(28,763 |
) |
|
(g) |
|
$ |
182,623 |
|
Short-term marketable securities |
|
|
39,961 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
39,961 |
|
Receivables, net ($17,598 related to CCJVs) |
|
|
330,192 |
|
|
|
73,681 |
|
|
|
— |
|
|
|
|
|
403,873 |
|
Contract assets ($23,889 related to CCJVs) |
|
|
178,663 |
|
|
|
41,088 |
|
|
|
— |
|
|
|
|
|
219,751 |
|
Inventories |
|
|
71,295 |
|
|
|
23,258 |
|
|
|
— |
|
|
|
|
|
94,553 |
|
Equity in construction joint ventures |
|
|
254,816 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
254,816 |
|
Other current assets ($14,180 related to CCJVs) |
|
|
43,125 |
|
|
|
6,729 |
|
(p) |
|
— |
|
|
|
|
|
49,854 |
|
Total current assets |
|
|
1,111,633 |
|
|
|
162,561 |
|
|
|
(28,763 |
) |
|
|
|
|
1,245,431 |
|
Property and equipment, net ($44,655 related to CCJVs) |
|
|
409,708 |
|
|
|
123,268 |
|
(p) |
|
64,622 |
|
|
(h) |
|
|
597,598 |
|
Long-term marketable securities |
|
|
67,305 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
67,305 |
|
Investments in affiliates |
|
|
38,682 |
|
|
|
54,512 |
|
|
|
8,488 |
|
|
(a) |
|
|
101,682 |
|
Goodwill |
|
|
53,799 |
|
|
|
8,915 |
|
|
|
165,329 |
|
|
(b) |
|
|
228,043 |
|
Deferred income taxes, net |
|
|
3,718 |
|
|
|
— |
|
|
|
23,185 |
|
|
(c) |
|
|
26,903 |
|
Other noncurrent assets |
|
|
74,382 |
|
|
|
18,040 |
|
|
|
57,048 |
|
|
(d) |
|
|
149,470 |
|
Total assets |
|
$ |
1,759,227 |
|
|
$ |
367,296 |
|
|
$ |
289,909 |
|
|
|
|
$ |
2,416,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
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|
|
|
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Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt |
|
$ |
47,298 |
|
|
$ |
167,021 |
|
(o) |
$ |
(6,256 |
) |
|
(e) |
|
$ |
208,063 |
|
Accounts payable ($31,854 related to CCJVs) |
|
|
226,253 |
|
|
|
41,487 |
|
|
|
— |
|
|
|
|
|
267,740 |
|
Contract liabilities ($33,760 related to CCJVs) |
|
|
71,030 |
|
|
|
7,960 |
|
|
|
— |
|
|
|
|
|
78,990 |
|
Accrued expenses and other current liabilities ($2,090 related to CCJVs) |
|
|
233,637 |
|
|
|
50,291 |
|
|
|
28,954 |
|
|
(f) |
|
|
312,882 |
|
Total current liabilities |
|
|
578,218 |
|
|
|
266,759 |
|
|
|
22,698 |
|
|
|
|
|
867,675 |
|
Long-term debt |
|
|
176,011 |
|
|
|
— |
|
(o) |
|
— |
|
|
|
|
|
176,011 |
|
Deferred income taxes, net |
|
|
— |
|
|
|
827 |
|
|
|
3,647 |
|
|
(c) |
|
|
4,474 |
|
Other long-term liabilities |
|
|
40,104 |
|
|
|
40,294 |
|
|
|
6,700 |
|
|
(d) |
|
|
87,098 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 45,671,030 shares as of March 31, 2018 |
|
|
400 |
|
|
|
201 |
|
|
|
(145 |
) |
|
(g) |
|
|
456 |
|
Additional paid-in capital |
|
|
162,038 |
|
|
|
372,016 |
|
|
|
(26,886 |
) |
|
(g) |
|
|
507,168 |
|
Accumulated other comprehensive income (loss) |
|
|
1,197 |
|
|
|
(19,380 |
) |
|
|
19,380 |
|
|
(g) |
|
|
1,197 |
|
Retained earnings |
|
|
751,801 |
|
|
|
(293,469 |
) |
|
|
264,515 |
|
|
(f)(g) |
|
|
722,847 |
|
Total shareholders’ equity |
|
|
915,436 |
|
|
|
59,368 |
|
|
|
256,865 |
|
|
|
|
|
1,231,669 |
|
Non-controlling interests |
|
|
49,458 |
|
|
|
48 |
|
|
|
— |
|
|
|
|
|
49,506 |
|
Total equity |
|
|
964,894 |
|
|
|
59,416 |
|
|
|
256,865 |
|
|
|
|
|
1,281,175 |
|
Total liabilities and equity |
|
$ |
1,759,227 |
|
|
$ |
367,296 |
|
|
$ |
289,909 |
|
|
|
|
$ |
2,416,432 |
|
Granite Construction Incorporated
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2017
(in thousands, except for per share amounts)
|
|
Historical |
|
|
|
|
|
|
|
|
|
|
|||||
|
Granite |
|
|
Layne (Note 5) |
|
|
Pro Forma Adjustments (Note 4) |
|
|
Pro Forma Combined |
|
|
|||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction |
|
$ |
1,664,708 |
|
|
$ |
432,948 |
|
|
$ |
— |
|
|
$ |
2,097,656 |
|
|
Large project construction |
|
|
1,032,229 |
|
|
|
— |
|
|
|
— |
|
|
|
1,032,229 |
|
|
Construction materials |
|
|
292,776 |
|
|
|
42,569 |
|
|
|
— |
|
|
|
335,345 |
|
|
Total revenue |
|
|
2,989,713 |
|
|
|
475,517 |
|
|
|
— |
|
|
|
3,465,230 |
|
|
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction |
|
|
1,417,694 |
|
|
|
364,047 |
|
(n) |
|
12,473 |
|
(i) |
|
1,794,214 |
|
|
Large project construction |
|
|
1,002,436 |
|
|
|
— |
|
|
|
— |
|
|
|
1,002,436 |
|
|
Construction materials |
|
|
254,650 |
|
|
|
35,813 |
|
(n) |
|
— |
|
|
|
290,463 |
|
|
Total cost of revenue |
|
|
2,674,780 |
|
|
|
399,860 |
|
|
|
12,473 |
|
|
|
3,087,113 |
|
|
Gross profit |
|
|
314,933 |
|
|
|
75,657 |
|
|
|
(12,473 |
) |
|
|
378,117 |
|
|
Selling, general and administrative expenses |
|
|
222,811 |
|
|
|
76,030 |
|
(n) |
|
12,526 |
|
(i) |
|
311,367 |
|
|
Restructuring and impairment (gains) charges |
|
|
(2,411 |
) |
|
|
4,903 |
|
|
|
(983 |
) |
|
|
1,509 |
|
|
Gain on sales of property and equipment |
|
|
(4,182 |
) |
|
|
(3,741 |
) |
|
|
— |
|
|
|
(7,923 |
) |
|
Operating income (loss) |
|
|
98,715 |
|
|
|
(1,535 |
) |
|
|
(24,016 |
) |
|
|
73,164 |
|
|
Other (income) expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
(4,742 |
) |
|
|
(33 |
) |
|
|
— |
|
|
|
(4,775 |
) |
|
Interest expense |
|
|
10,800 |
|
|
|
17,120 |
|
|
|
(4,524 |
) |
(j) |
|
23,396 |
|
|
Equity in income of affiliates |
|
|
(7,107 |
) |
|
|
(3,431 |
) |
|
|
— |
|
|
|
(10,538 |
) |
|
Other (income) expense, net |
|
|
(4,699 |
) |
|
|
48 |
|
|
|
— |
|
|
|
(4,651 |
) |
|
Total other (income) expense |
|
|
(5,748 |
) |
|
|
13,704 |
|
|
|
(4,524 |
) |
|
|
3,432 |
|
|
Income (loss) before provision for (benefit from) income taxes |
|
|
104,463 |
|
|
|
(15,239 |
) |
|
|
(19,492 |
) |
|
|
69,732 |
|
|
Provision for (benefit from) income taxes |
|
|
28,662 |
|
|
|
(10,375 |
) |
|
|
(7,602 |
) |
(k) |
|
10,685 |
|
|
Net income (loss) |
|
|
75,801 |
|
|
|
(4,864 |
) |
|
|
(11,890 |
) |
|
|
59,047 |
|
|
Amount attributable to noncontrolling interests |
|
|
(6,703 |
) |
|
|
— |
|
|
|
— |
|
|
|
(6,703 |
) |
|
Net income (loss) attributable to Granite Construction Incorporated |
|
$ |
69,098 |
|
|
$ |
(4,864 |
) |
|
$ |
(11,890 |
) |
|
$ |
52,344 |
|
(l) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to common shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.74 |
|
|
$ |
(0.24 |
) |
|
$ |
(2.11 |
) |
|
$ |
1.15 |
|
|
Diluted |
|
$ |
1.71 |
|
|
$ |
(0.24 |
) |
|
$ |
(2.11 |
) |
(l) |
$ |
1.14 |
|
(l) |
Weighted average shares of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
39,795 |
|
|
|
19,858 |
|
|
|
5,624 |
|
|
|
45,419 |
|
|
Diluted |
|
|
40,372 |
|
|
|
19,858 |
|
|
|
5,624 |
|
|
|
45,996 |
|
|
Dividends per common share |
|
$ |
0.52 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.52 |
|
|
Granite Construction Incorporated
Unaudited Pro Forma Condensed Combined Statement of Operations
For the three months ended March 31, 2018
(in thousands, except for per share amounts)
|
|
Historical |
|
|
|
|
|
|
|
|
|
|
|||||
|
Granite |
|
|
Layne (Note 5) |
|
|
Pro Forma Adjustments (Note 4) |
|
|
Pro Forma Combined |
|
|
|||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction |
|
$ |
269,243 |
|
|
$ |
103,196 |
|
|
$ |
— |
|
|
$ |
372,439 |
|
|
Large project construction |
|
|
248,414 |
|
|
|
— |
|
|
|
— |
|
|
|
248,414 |
|
|
Construction materials |
|
|
45,722 |
|
|
|
11,355 |
|
|
|
— |
|
|
|
57,077 |
|
|
Total revenue |
|
|
563,379 |
|
|
|
114,551 |
|
|
|
— |
|
|
|
677,930 |
|
|
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction |
|
|
230,847 |
|
|
|
82,653 |
|
(n) |
|
3,144 |
|
(i) |
|
316,643 |
|
|
Large project construction |
|
|
228,048 |
|
|
|
— |
|
|
|
— |
|
|
|
228,048 |
|
|
Construction materials |
|
|
48,201 |
|
|
|
9,730 |
|
(n) |
|
— |
|
|
|
57,931 |
|
|
Total cost of revenue |
|
|
507,096 |
|
|
|
92,383 |
|
|
|
3,144 |
|
|
|
602,623 |
|
|
Gross profit |
|
|
56,283 |
|
|
|
22,168 |
|
|
|
(3,144 |
) |
|
|
75,307 |
|
|
Selling, general and administrative expenses |
|
|
61,252 |
|
|
|
17,526 |
|
(n) |
|
3,126 |
|
(i) |
|
81,904 |
|
|
Acquisition and integration expenses |
|
|
8,409 |
|
|
|
— |
|
|
|
(7,728 |
) |
(m) |
|
681 |
|
|
Restructuring charges |
|
|
— |
|
|
|
2,806 |
|
|
|
(1,371 |
) |
|
|
1,435 |
|
|
Gain on sales of property and equipment |
|
|
(543 |
) |
|
|
(4,609 |
) |
|
|
— |
|
|
|
(5,152 |
) |
|
Operating (loss) income |
|
|
(12,835 |
) |
|
|
6,445 |
|
|
|
2,829 |
|
|
|
(3,560 |
) |
|
Other (income) expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
(1,521 |
) |
|
|
(3 |
) |
|
|
— |
|
|
|
(1,524 |
) |
|
Interest expense |
|
|
2,435 |
|
|
|
4,408 |
|
|
|
(1,180 |
) |
(j) |
|
5,663 |
|
|
Equity in income of affiliates |
|
|
(224 |
) |
|
|
(1,714 |
) |
|
|
— |
|
|
|
(1,938 |
) |
|
Other expense (income), net |
|
|
268 |
|
|
|
(96 |
) |
|
|
— |
|
|
|
172 |
|
|
Total other expense (income) |
|
|
958 |
|
|
|
2,595 |
|
|
|
(1,180 |
) |
|
|
2,373 |
|
|
(Loss) income before (benefit from) provision for income taxes |
|
|
(13,793 |
) |
|
|
3,850 |
|
|
|
4,009 |
|
|
|
(5,933 |
) |
|
(Benefit from) provision for income taxes |
|
|
(4,131 |
) |
|
|
970 |
|
|
|
1,042 |
|
(k) |
|
(2,119 |
) |
|
Net (loss) income |
|
|
(9,662 |
) |
|
|
2,880 |
|
|
|
2,967 |
|
|
|
(3,815 |
) |
|
Amount attributable to noncontrolling interests |
|
|
(1,761 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,761 |
) |
|
Net income (loss) attributable to Granite Construction Incorporated |
|
$ |
(11,423 |
) |
|
$ |
2,880 |
|
|
$ |
2,967 |
|
|
$ |
(5,576 |
) |
(l) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share attributable to common shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.29 |
) |
|
$ |
0.14 |
|
|
$ |
0.53 |
|
|
$ |
(0.12 |
) |
|
Diluted |
|
$ |
(0.29 |
) |
|
$ |
0.14 |
|
|
$ |
0.53 |
|
(l) |
$ |
(0.12 |
) |
(l) |
Weighted average shares of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
39,908 |
|
|
|
20,122 |
|
|
|
5,624 |
|
|
|
45,532 |
|
|
Diluted |
|
|
39,908 |
|
|
|
21,159 |
|
|
|
5,624 |
|
|
|
45,532 |
|
|
Dividends per common share |
|
$ |
0.13 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.13 |
|
|
Note 1. Description of the Transaction
On February 13, 2018, Granite and Layne entered into a merger agreement (the “Merger Agreement”). The Merger was unanimously approved by the Granite Board of Directors and the Layne Board of Directors and closed on June 14, 2018. Following the Merger, Layne is a wholly owned subsidiary of Granite.
At the effective time of the Merger (the “Effective Time”), each share of Layne Common Stock that was issued and outstanding was cancelled and automatically converted into 0.27 shares of Granite Common Stock resulting in 5,624,000 shares being issued. All outstanding stock options, restricted stock awards and unvested performance shares of Layne were settled in cash in accordance with the Merger Agreement.
Note 2. Basis of Pro Forma Presentation
The accompanying Pro Forma Financial Statements were prepared in accordance with Article 11 of Regulation S-X prescribed by the SEC. The Pro Forma Balance Sheet was prepared using the historical balance sheets of Granite as of March 31, 2018 and Layne as of April 30, 2018. Granite’s fiscal year ends on December 31 and Layne’s fiscal year ended on January 31. The Pro Forma Statements of Operations were prepared using:
|
• |
Layne’s historical audited consolidated statement of operations for the year ended January 31, 2018; and |
Granite’s historical audited consolidated statement of operations for the year ended December 31, 2017.
|
• |
Layne’s historical unaudited consolidated statement of operations for the quarter ended April 30, 2018; and |
Granite’s historical unaudited consolidated statement of operations for the year ended March 31, 2018.
Both Layne’s and Granite’s historical audited financial statements were prepared in accordance with GAAP.
The Pro Forma Financial Statements have been prepared using the acquisition method of accounting for business combinations under GAAP. The acquisition method of accounting is dependent upon certain valuations and other studies. The final determination of fair value of assets acquired and liabilities assumed may result in material changes to the Pro Forma Financial Statements. The accompanying unaudited pro forma purchase price allocation is preliminary and is subject to further adjustments and will be finalized within 12 months from the acquisition date.
The Pro Forma Financial Statements do not purport to represent what Granite’s actual consolidated results of operations or consolidated financial position would have been had the Merger occurred on the date assumed, nor are they indicative of Granite’s future consolidated results of operations or financial position. The actual results reported in periods following the Merger may differ significantly from those reflected in the Pro Forma Financial Statements for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the Pro Forma Financial Statements and actual amounts, cost savings or associated costs to achieve such savings from operating efficiencies, synergies, debt refinancing, or other restructuring that may result from the Merger. Non-recurring items related to the Merger were not included in the Pro Forma Statements of Operations.
Note 3. Consideration
The purchase price for Layne presented below is based on the terms of the Merger. Pro Forma Financial Statements include various assumptions; including the purchase price of approximately $350 million and that the Merger was completed on June 14, 2018 using a closing price of $57.09 per share of Granite Common Stock.
The following table shows the preliminary estimated fair value of Layne’s assets acquired and liabilities assumed, as of the Effective Time (in thousands). These estimates are subject to revision, which may result in adjustments to the values presented below . We expect to finalize these amounts within 12 months from the acquisition date.
Assets |
|
|
|
|
Cash |
|
$ |
2,995 |
|
Receivables |
|
|
70,160 |
|
Contract assets |
|
|
44,947 |
|
Inventories |
|
|
23,424 |
|
Other current assets |
|
|
5,533 |
|
Property and equipment |
|
|
187,890 |
|
Investments in affiliates |
|
|
63,000 |
|
Deferred income taxes |
|
|
23,185 |
|
Other noncurrent assets |
|
|
17,868 |
|
Total tangible assets |
|
|
439,002 |
|
Identifiable intangible assets |
|
|
60,748 |
|
Liabilities |
|
|
|
|
Identifiable intangible liabilities |
|
|
6,700 |
|
Accounts payable |
|
|
38,321 |
|
Contract liabilities |
|
|
7,854 |
|
Accrued expenses and other current liabilities |
|
|
47,694 |
|
Debt |
|
|
191,500 |
|
Other long-term liabilities |
|
|
32,085 |
|
Total liabilities assumed |
|
|
317,454 |
|
Total identifiable net assets acquired |
|
|
175,596 |
|
Goodwill |
|
|
174,244 |
|
Estimated purchase price |
|
$ |
349,840 |
|
Note 4. Adjustments to Pro Forma Financial Statements
Adjustments present in the Pro Forma Financial Statements are based on preliminary information and are subject to subsequent changes. The historical consolidated statements of operations and consolidated balance sheets have been adjusted in the Pro Forma Financial Statements to give effect to pro forma events that are: (1) directly attributable to the Merger; (2) factually supportable; and (3) with respect to the statements of operations, expected to have a continuing impact on the results of operations of the combined company.
Adjustments to the Pro Forma Balance Sheet
Granite has made the following pro forma adjustments to Layne’s historical balance sheet as of March 31, 2018:
|
(a) |
a fair value increase of $8 million related to investments in affiliates; |
|
(b) |
an elimination of Layne’s historical goodwill and the preliminary estimate of goodwill recognized as a result of the Merger, which represents the amount by which the estimated consideration transferred exceeds the fair value of Layne’s assets acquired and the liabilities assumed; |
|
(c) |
a fair value increase of $23 million for deferred tax assets is primarily related to the realization of Layne’s net operating loss carryforwards and $4 million for deferred tax liabilities; |
|
(d) |
the estimated fair value of Layne’s identified intangible assets and liabilities. The following table shows a preliminary estimate of the fair value of those intangible assets and liabilities and their related average estimated useful lives (in thousands). Amortization expense related to the acquired amortized intangible asset balances at March 31, 2018 is expected to be recorded in the future as follows: $9.5 million for the remainder of 2018; $14.2 million in 2019; $9.5 million in 2020; $7.9 million in 2021; and $12.9 million thereafter. |
|
Estimated Useful Life (in Years) |
|
Estimated Fair Value as of March 31, 2018 |
|
Net Book Value as of April 30, 2018 |
|
Pro Forma Adjustment |
|
||||
Intangible Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships |
|
7 |
|
$ |
31,700 |
|
$ |
— |
|
$ |
31,700 |
|
Trademarks/trade names |
|
4 |
|
|
8,500 |
|
|
876 |
|
|
7,624 |
|
Backlog |
|
4 |
|
|
8,000 |
|
|
— |
|
|
8,000 |
|
Developed technologies |
|
4 |
|
|
6,600 |
|
|
417 |
|
|
6,183 |
|
Favorable contracts |
|
4 |
|
|
3,600 |
|
|
— |
|
|
3,600 |
|
Right of ways |
|
12 |
|
|
2,268 |
|
|
2,407 |
|
|
(139 |
) |
Internally developed software |
|
1 |
|
|
80 |
|
|
— |
|
|
80 |
|
Total intangible assets |
|
|
|
$ |
60,748 |
|
$ |
3,700 |
|
$ |
57,048 |
|
Intangible Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Unfavorable contracts |
|
3 |
|
$ |
6,400 |
|
$ |
— |
|
$ |
6,400 |
|
Unfavorable leases |
|
1 |
|
|
300 |
|
|
— |
|
|
300 |
|
Total intangible liabilities |
|
|
|
$ |
6,700 |
|
$ |
— |
|
$ |
6,700 |
|
|
(e) |
the pro forma adjustment to current maturities of long term debt is the net impact of an increase of $2 million to record the 4.25% Convertible Notes at estimated fair value, the increase in fair value of the 8.0% Convertible Notes to fair value of $31 million and reclass of the significant premium to Additional paid in capital, and conversion of $9 million principal amount of the 8.0% Convertible Notes prior to the close of the transaction on June 14, 2018. The conversion rate of the 4.25% Convertible Notes would result in a value less than the $1,000 principal amount of each 4.25% Convertible Note. The 8.0% Convertible Notes have an “as converted” value that exceeds the principal amount of the 8.0% Convertible Notes, which approximates fair value; |
|
(f) |
expenses of $28 million incurred by Granite and Layne directly attributable to the Merger since the balance sheet date of March 31, 2018. Total expected costs, including those costs already incurred, that are directly attributable to the Merger are estimated to be approximately $44 million. The expenses that Granite and Layne may ultimately incur may differ materially from this amount. These expenses include fees for investment banking, advisory, legal, valuation, and other professional fees. As these expenses will not have a continuing impact, Granite has not shown these estimated expenses in the Pro Forma Statements of Operations. No material Merger-related expenses were incurred by Granite and Layne during the 12 months ended December 31, 2017, but expenses were incurred for the three months ended March 31, 2018 as stated in note (m) in “Adjustments to Pro Forma Statements of Operations”; |
|
(g) |
the elimination of Layne’s historical equity and the consideration of $350 million, which includes the issuance of $321 million in shares of Granite Common Stock to Layne stockholders, and $29 million in cash for Layne’s outstanding stock options, restricted stock units and performance stock units; and |
|
(h) |
the estimated fair value of Layne’s property and equipment. The following table shows a preliminary estimate of the fair value of Layne’s property and equipment and their related average estimated useful lives: |
|
|
Estimated Useful Life (in Years) |
|
|
Estimated Fair Value as of March 31, 2018 |
|
|
Net Book Value as of April 30, 2018 |
|
|
Pro Forma Adjustment |
|
||||
Property and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment and vehicles |
|
|
5 |
|
|
$ |
131,196 |
|
|
$ |
72,186 |
|
|
$ |
59,010 |
|
Buildings and leasehold improvements |
|
|
20 |
|
|
|
24,850 |
|
|
|
36,486 |
|
|
|
(11,636 |
) |
Land and land improvements |
|
|
2 |
|
|
|
20,624 |
|
|
|
11,071 |
|
|
|
9,553 |
|
Construction in progress |
|
N/A |
|
|
|
5,981 |
|
|
|
— |
|
|
|
5,981 |
|
|
Office furniture and equipment |
|
|
3 |
|
|
|
5,239 |
|
|
|
3,525 |
|
|
|
1,714 |
|
Total property and equipment |
|
|
|
|
|
$ |
187,890 |
|
|
$ |
123,268 |
|
|
$ |
64,622 |
|
Adjustments to Pro Forma Statements of Operations
Granite has made the following adjustments to Layne’s historical statements of operations for the fiscal year ended January 31, 2018:
|
(k) |
tax effects of the pro forma adjustments based on a statutory tax rate of 39% and 26% for the twelve months ended December 31, 2018 and the three months ended March 31, 2018, which reflects the federal tax rate in effect during the period presented; and |
|
Year ended December 31, 2017 |
|
|
Three months ended March 31, 2018 |
|
||
|
(in thousands, except per share amounts) |
|
|||||
Numerator (basic and diluted) |
|
|
|
|
|
|
|
Net income (loss) allocated to common shareholders for basic and diluted calculation |
$ |
52,344 |
|
|
$ |
(5,576 |
) |
Denominator |
|
|
|
|
|
|
|
Weighted average common shares outstanding, basic |
|
45,419 |
|
|
|
45,532 |
|
Dilutive effect of convertible notes and restricted stock units1 |
|
577 |
|
|
|
- |
|
Weighted average common shares outstanding, diluted |
|
45,996 |
|
|
|
45,532 |
|
Net income (loss) per share, basic |
$ |
1.15 |
|
|
$ |
(0.12 |
) |
Net income (loss) per share, diluted |
$ |
1.14 |
|
|
$ |
(0.12 |
) |
1For the year ended December 31, 2017, approximately 1,200,000 shares of Granite Common Stock issuable upon conversion of the Convertible Notes are not included because the issuance of the shares would be anti-dilutive using the “if converted” method. Due to the net loss for the three months ended March 31, 2018 approximately 1,702,000 shares related to convertible notes and restricted stock units have been excluded from the number of shares used in calculating diluted net loss per share, as their inclusion would be antidilutive.
|
(m) |
elimination of $8 million of acquisition expenses associated with the acquisition of Layne. |
Note 5. Reclassifications
The Layne historical unaudited condensed balance sheet and statement of operations have been conformed to Granite’s presentation of the respective statements. Granite has made the following reclassification to Layne’s statement of operations for the fiscal year ended January 31, 2018 and the quarter ended April 30, 2018:
|
(n) |
reclassification of $27 million and $7 million of depreciation and amortization in the fiscal year ended January 31, 2018 and the quarter ended April 30, 2018, respectively, from separate presentation in Layne’s historical statement of operations to cost of revenue and selling, general and administrative expenses in the amounts of $25 million and $2 million, respectively, for fiscal year ended January 31, 2018 and $6 million and $1 million, respectively, for the quarter ended April 30, 2018. |
|
(o) |
reclassification of $91 million of the 8.0% Convertible Notes from long-term debt to current maturities of long-term debt as the Pro Forma Balance Sheet is as of March 31, 2018. The 8.0% Convertible Notes matured on August 15, 2018. |
|
(p) |
reclassification of $4 million in assets to conform with Granite’s presentation. |