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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): October 31, 2024
 
GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction
of Incorporation)
1-12911
(Commission
File Number)
77-0239383
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueGVANew 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 2.02.    Results of Operations and Financial Condition.
On October 31, 2024, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the three and nine months ended September 30, 2024, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.
The information set forth herein, including the exhibit is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes 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 NumberDescription
99.1
104Cover Page Interactive Data File (formatted as Inline XBRL)



SIGNATURES
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/ Staci M. Woolsey
Staci M. Woolsey
Executive Vice President and Chief Financial Officer
Date: October 31, 2024


Exhibit 99.1
Granite Reports Third Quarter 2024 Results
•Q3 revenue increased 14% year-over-year to $1.3 billion
•Q3 diluted EPS of $1.57 and adjusted diluted EPS (1) of $2.05, compared to $1.13 and $1.72 in the prior year, respectively
•Record Committed and Awarded Projects (“CAP”) (2) of $5.6 billion, a sequential increase of $44 million
•Year-to-date operating cash flow increased $249 million year-over-year
•Expanded southeast home market with acquisition of Dickerson & Bowen, Inc.
WATSONVILLE, Calif. - Granite Construction Incorporated (NYSE: GVA) today announced results for the quarter ended September 30, 2024.
Third Quarter 2024 Results
Net income attributable to Granite Construction Incorporated totaled $79 million, or $1.57 per diluted share, compared to $58 million, or $1.13 per diluted share, for the same period in the prior year. Adjusted net income attributable to Granite Construction Incorporated (1) totaled $91 million, or $2.05 per diluted share, compared to $77 million, or $1.72 per diluted share, for the same period in the prior year.
•Revenue increased $159 million to $1.3 billion, compared to $1.1 billion for the same period in the prior year. The Construction and Materials segments each posted year-over-year increases of 14%.
•Gross profit increased $36 million to $203 million, compared to $167 million for the same period in the prior year. 
•Selling, general, and administrative (“SG&A”) expenses increased $17 million to $92 million, or 7.2% of revenue, compared to $75 million, or 6.7% of revenue, for the same period in the prior year.
•Adjusted EBITDA (1) totaled $149 million, compared to $126 million for the same period in the prior year.
•CAP (2) increased $44 million sequentially and $35 million year-over-year to $5.6 billion.
"In the third quarter, we continued to build on our momentum with revenue growth and margin expansion,” said Kyle Larkin, Granite President and Chief Executive Officer. “Revenue grew 14% year-over-year, resulting in another record quarter. The market continues to be robust, and we added to our CAP despite the third quarter being our highest revenue quarter. Our new business model is producing strong operating cash flow, and we expect to significantly exceed our target of 7% of revenue for the year.”
“For 2027, our financial targets contemplate organic growth at a CAGR of 6% to 8% and continued adjusted EBITDA margin expansion and operating cash flow growth. We believe we are still in the early stages of experiencing the benefits from the federal infrastructure bill that should continue to support the public market for years to come, and we see numerous opportunities to grow in a healthy private market over the next three years. I expect that our improved CAP, particularly when combined with initiatives underway in both the Materials and Construction segments, will continue to drive increases in gross profit margin. In addition, with our strong balance sheet, liquidity and cash generation, we will continue to pursue bolt-on and larger materials-focused, vertically-integrated acquisition opportunities, while also looking to return value to shareholders through share repurchases.”
Nine Months Ended September 30, 2024 Results
Net income attributable to Granite Construction Incorporated totaled $85 million, or $1.79 per diluted share, compared to  $18 million, or $0.40 per diluted share, for the same period in the prior year. Adjusted net income attributable to Granite Construction Incorporated (1) totaled $158 million, or $3.56 per diluted share, compared to $110 million, or $2.47 per diluted share, for the same period in the prior year.
•Revenue increased $455 million to $3.0 billion, compared to $2.6 billion for the same period in the prior year. The Construction and Materials segments posted year-over-year increases of 18% and 16%, respectively.
•Gross profit increased $120 million to $422 million, compared to $302 million for the same period in the prior year. 
•SG&A expenses increased $37 million to $250 million, or 8.2% of revenue, compared to $212 million, or 8.3% of revenue, for the same period in the prior year.
•Adjusted EBITDA (1) totaled $293 million compared to $204 million for the same period in the prior year.
(1)Adjusted net income attributable to Granite Construction Incorporated, adjusted diluted earnings per share, earnings before interest, taxes, depreciation, and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA and adjusted EBITDA margin are non-GAAP measures. Please refer to the description and reconciliation of non-GAAP measures in the attached tables.
(2)CAP is comprised of revenue we expect to record in the future on executed contracts, including 100% of our consolidated joint venture contracts and our proportionate share of unconsolidated joint venture contracts, as well as the general construction portion of construction manager/general contractor, construction manager/at risk and progressive design build contracts to the extent contract execution and funding is probable.


Three and Nine Months ended September 30, 2024 (Unaudited - dollars in thousands)
Construction Segment
Three Months Ended September 30,Nine Months Ended September 30,
20242023Change20242023Change
Revenue$1,080,705 $945,698 $135,007 14.3 %$2,593,872 $2,198,527 $395,345 18.0 %
Gross profit$170,685 $137,162 $33,523 24.4 %$362,885 $253,021 $109,864 43.4 %
Gross profit as a percent of revenue15.8 %14.5 %14.0 %11.5 %
For the three and nine months ended September 30, 2024, revenue increased year-over-year by $135 million and $395 million, respectively, due to higher levels of CAP, more favorable weather conditions early in 2024 and revenue from acquired businesses. For the three and nine months ended September 30, 2024, gross profit increased year-over-year as a result of increases in revenue and an increase in net positive revisions in estimates.

CAP increased $44 million sequentially to $5.6 billion and increased $35 million year-over-year. Public and private markets are strong with opportunities to continue to build CAP in the fourth quarter.

Materials Segment
Three Months Ended September 30,Nine Months Ended September 30,
20242023Change20242023Change
Revenue$194,805 $171,122 $23,683 13.8 %$436,399 $376,913 $59,486 15.8 %
Gross profit$32,264 $29,481 $2,783 9.4 %$59,060 $49,067 $9,993 20.4 %
Gross profit as a percent of revenue16.6 %17.2 %13.5 %13.0 %
Cash gross profit (1)
$43,202 $36,203 $6,999 19.3 %$89,718 $67,581 $22,137 32.8 %
Cash gross profit as a percent of revenue (1)
22.2 %21.2 %20.6 %17.9 %
(1)Materials segment cash gross profit and cash gross profit as a percent of revenue are non-GAAP measures. Please refer to the description and reconciliation of non-GAAP measures in the attached tables.
For the three and nine months ended September 30, 2024, revenue increased year-over-year by $24 million and $59 million, respectively, driven by revenue from acquired businesses as well as higher asphalt and aggregate sales prices, which offset decreased asphalt volumes. Gross profit in the three and nine months ended September 30, 2024, increased due primarily to inclusion of the results of acquired businesses and higher materials sales prices. The impact to gross profit for the three and nine month periods ended September 30, 2024 from purchase accounting-related step-up depreciation and intangible asset amortization was $0.4 million and $3 million, respectively. Materials segment cash gross profit (1), which excludes the segment’s depreciation, depletion and amortization, also increased for the same period year-over-year.


Outlook
Our updated guidance for 2024 is noted below:
•Revenue unchanged in the range of $3.9 billion to $4.0 billion
•Adjusted EBITDA margin in the range of 10% to 11%, narrowed from 9.5% to 11.5%
•SG&A expense in a range from 8.3% to 8.5% of revenue from a range of 7.5% to 8.0% of revenue due to increased incentive compensation
•Mid-20s effective tax rate for adjusted net income
•Capital expenditures expected to be approximately $130 million
We do not provide a reconciliation of forward-looking adjusted EBITDA margin or the most directly comparable forward-looking GAAP measure of net income attributable to Granite Construction Incorporated because we cannot predict with a reasonable degree of certainty and without unreasonable efforts certain components or excluded items that are inherently uncertain and depend on various factors. For these reasons, we are unable to assess the potential significance of the unavailable information.

For a discussion of our 2027 targets, see the presentation posted on our Investor Relations website following our conference call.
Conference Call
Granite will conduct a conference call today, October 31, 2024, at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time to discuss the results of the quarter ended September 30, 2024. The Company invites investors to listen to a live audio webcast of the investor conference call on its Investor Relations website, https://investor.graniteconstruction.com. The investor conference call will also be available by calling 1-877-328-5503; international callers may dial 1-412-317-5472. An archive of the webcast will be available on Granite's Investor Relations website approximately one hour after the call. A replay will be available after the live call through November 7, 2024, by calling 1-877-344-7529, replay access code 8631298; international callers may dial 1-412-317-0088.
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 civil construction provider. Granite’s Code of Conduct and strong Core Values guide the Company and its employees to uphold the highest ethical standards. 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 news release that are not based on historical facts, including statements regarding future events, occurrences, opportunities, circumstances, activities, performance, growth, demand, strategic plans, shareholder value, outcomes, outlook, 2024 fiscal year guidance for revenue, adjusted EBITDA margin, SG&A expense, effective tax rate, and capital expenditures, our expectation that we significantly exceed our operating cash flow target of 7% for the year, our 2027 financial target assumptions, the federal infrastructure bill should continue to support the public markets for years to come, numerous opportunities to grow in a healthy private market over the next three years, improved CAP with initiatives underway will continue to drive increase in gross profit margin, pursuit of bolt-on and larger materials-focused, vertically integrated acquisition opportunities, returning value to shareholders through share repurchases, opportunities to build CAP in the fourth quarter, CAP 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,” "guidance" 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, opportunities, circumstances, activities, performance, growth, demand, strategic plans, shareholder value, outcomes, outlook, 2024 fiscal year guidance for revenue, adjusted EBITDA margin, SG&A expense, effective tax rate, and capital expenditures, our expectation that we significantly exceed our operating cash flow target of 7% for the year, our 2027 financial target assumptions, the federal infrastructure bill should continue to support the public markets for years to come, numerous opportunities to grow in a healthy private market over the next three years, improved CAP with initiatives underway will continue to drive increase in gross profit margin, pursuit of bolt-on and larger materials-focused, vertically integrated acquisition opportunities, returning value to shareholders through share repurchases, opportunities to build CAP in the fourth quarter, CAP 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 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, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents $462,286 $417,663 
Short-term marketable securities10,147 35,863 
Receivables, net733,018 598,705 
Contract assets321,653 262,987 
Inventories107,973 103,898 
Equity in construction joint ventures144,097 171,233 
Other current assets 34,928 53,102 
Total current assets1,814,102 1,643,451 
Property and equipment, net719,678 662,864 
Investments in affiliates94,921 92,910 
Goodwill211,624 155,004 
Intangible assets131,579 117,322 
Right of use assets86,299 78,176 
Deferred income taxes, net4,990 8,179 
Other noncurrent assets67,732 55,634 
Total assets$3,130,925 $2,813,540 
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt$1,099 $39,932 
Accounts payable509,976 408,363 
Contract liabilities 292,641 243,848 
Accrued expenses and other current liabilities 361,110 337,740 
Total current liabilities1,164,826 1,029,883 
Long-term debt737,458 614,781 
Long-term lease liabilities70,981 63,548 
Deferred income taxes, net3,420 3,708 
Other long-term liabilities84,561 74,654 
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: 43,704,841 shares as of September 30, 2024 and 43,944,118 shares as of December 31, 2023
437 439 
Additional paid-in capital437,343 474,134 
Accumulated other comprehensive income437 881 
Retained earnings568,877 501,844 
Total Granite Construction Incorporated shareholders’ equity1,007,094 977,298 
Non-controlling interests62,585 49,668 
Total equity1,069,679 1,026,966 
Total liabilities and equity$3,130,925 $2,813,540 


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,
2024202320242023
Revenue:
Construction$1,080,705 $945,698 $2,593,872 $2,198,527 
Materials194,805 171,122 436,399 376,913 
Total revenue1,275,510 1,116,820 3,030,271 2,575,440 
Cost of revenue:
Construction910,020 808,536 2,230,987 1,945,506 
Materials162,541 141,641 377,339 327,846 
Total cost of revenue1,072,561 950,177 2,608,326 2,273,352 
Gross profit202,949 166,643 421,945 302,088 
Selling, general and administrative expenses91,650 74,794 249,695 212,479 
Other costs, net8,543 19,843 29,778 37,973 
Gain on sales of property and equipment, net(1,542)(1,812)(4,347)(7,793)
Operating income104,298 73,818 146,819 59,429 
Other (income) expense:
(Gain) loss on debt extinguishment(272)— 27,552 51,052 
Interest income(7,513)(4,293)(17,815)(11,287)
Interest expense7,905 4,877 21,325 11,899 
Equity in income of affiliates, net(4,394)(7,147)(12,921)(19,378)
Other (income) expense, net(874)462 (1,350)(2,713)
Total other (income) expense, net(5,148)(6,101)16,791 29,573 
Income before income taxes109,446 79,919 130,028 29,856 
Provision for income taxes25,469 22,423 36,636 21,978 
Net income83,977 57,496 93,392 7,878 
Amount attributable to non-controlling interests(5,026)128 (8,529)9,723 
Net income attributable to Granite Construction Incorporated$78,951 $57,624 $84,863 $17,601 
Net income per share attributable to common shareholders:
Basic$1.81 $1.31 $1.93 $0.40 
Diluted$1.57 $1.13 $1.79 $0.40 
Weighted average shares outstanding:
Basic43,696 43,924 43,914 43,861 
Diluted52,366 53,612 52,585 44,447 



GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
Nine Months Ended September 30,20242023
Operating activities:
Net income$93,392 $7,878 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization92,283 65,298 
Amortization related to long-term debt3,400 1,689 
Loss on debt extinguishment27,552 51,052 
Gain on sales of property and equipment, net(4,347)(7,793)
Deferred income taxes— 1,542 
Stock-based compensation17,325 8,630 
Equity in net (income) loss from unconsolidated construction joint ventures651 (4,535)
Net income from affiliates(12,921)(19,378)
Other non-cash adjustments(165)5,659 
Changes in assets and liabilities66,379 (75,844)
Net cash provided by operating activities$283,549 $34,198 
Investing activities:
Purchases of marketable securities(6,977)(9,740)
Maturities of marketable securities31,500 40,000 
Purchases of property and equipment(108,167)(108,963)
Proceeds from sales of property and equipment6,739 14,613 
Acquisitions of businesses(122,448)(26,933)
Cash paid for purchase price adjustments on business acquisition(13,183)— 
Proceeds from company owned life insurance— 1,545 
Return of investment in affiliates1,429 — 
Collection of notes receivable— 208 
Net cash used in investing activities$(211,107)$(89,270)
Financing activities:
Proceeds from issuance of convertible notes373,750 373,750 
Proceeds from long-term debt— 55,000 
Debt principal repayments(310,226)(304,851)
Capped call transactions(46,046)(53,035)
Redemption of warrants(497)(13,201)
Debt issuance costs(10,053)(10,024)
Cash dividends paid(17,131)(17,101)
Repurchases of common stock(21,384)(3,900)
Contributions from non-controlling partners20,500 35,400 
Distributions to non-controlling partners(18,072)(9,100)
Other financing activities, net1,340 267 
Net cash provided by (used in) financing activities$(27,819)$53,205 
Net increase (decrease) in cash and cash equivalents44,623 (1,867)
Cash and cash equivalents at beginning of period417,663 293,991 
Cash and cash equivalents at end of period$462,286 $292,124 


Non-GAAP Financial Information
The tables below contain financial information calculated other than in accordance with U.S. generally accepted accounting principles (“GAAP”). Specifically, management believes that non-GAAP financial measures such as EBITDA and 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. We are also providing adjusted EBITDA and adjusted EBITDA margin, non-GAAP measures, to indicate the impact of (gain) loss on debt extinguishment, stock-based compensation expense and other costs, net, which include legal fees for the defense of a former Company officer in his ongoing civil litigation with the Securities and Exchange Commission, reorganization costs, strategic acquisition and divestiture expenses, and a litigation charge and non-cash impairment charges in 2023.
We provide adjusted income before income taxes, adjusted provision for income taxes, adjusted net income attributable to Granite Construction Incorporated, adjusted diluted weighted average shares of common stock and adjusted diluted earnings per share attributable to common shareholders, non-GAAP measures, to indicate the impact of the following:
•Other costs, net as described above;
•Transaction costs which include acquired intangible amortization expense and acquisition-related depreciation;
•Stock-based compensation expense;
•(Gain) loss on debt extinguishment; and
•Income taxes related to establishment of valuation allowance in 2023.
We also provide materials segment cash gross profit to exclude the impact of the segment’s depreciation, depletion and amortization from the segment’s gross profit. Management believes that non-GAAP financial measures such as materials segment cash gross profit 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.

Management believes that these additional non-GAAP financial measures facilitate comparisons between industry peer companies, and management uses these non-GAAP financial measures in evaluating the Company's performance. 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. 


GRANITE CONSTRUCTION INCORPORATED
EBITDA AND ADJUSTED EBITDA(1)
(Unaudited - dollars in thousands)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
EBITDA:
Net income attributable to Granite Construction Incorporated$78,951 $57,624 $84,863 $17,601 
Net income margin (2)6.2 %5.2 %2.8 %0.7 %
Depreciation, depletion and amortization expense (3)33,956 23,911 93,532 65,722 
Provision for income taxes25,469 22,423 36,636 21,978 
Interest expense, net392 584 3,510 612 
EBITDA(1)$138,768 $104,542 $218,541 $105,913 
EBITDA margin(1)(2)10.9 %9.4 %7.2 %4.1 %
ADJUSTED EBITDA:
Other costs, net8,543 19,843 29,778 37,973 
Stock-based compensation (4)2,241 1,928 17,325 8,630 
(Gain) loss on debt extinguishment(272)— 27,552 51,052 
Adjusted EBITDA(1)$149,280 $126,313 $293,196 $203,568 
Adjusted EBITDA margin(1)(2)11.7 %11.3 %9.7 %7.9 %
(1)We define EBITDA as GAAP net income attributable to Granite Construction Incorporated, adjusted for net interest expense, taxes, depreciation, depletion and amortization. Adjusted EBITDA and adjusted EBITDA margin exclude the impact of Other costs, net, (gain) loss on debt extinguishment and stock-based compensation expense, as described above.
(2)Represents net income, EBITDA and adjusted EBITDA divided by consolidated revenue of $1.3 billion and $1.1 billion, for the three months ended September 30, 2024 and 2023, respectively and $3.0 billion and $2.6 billion for the nine months ended September 30, 2024 and 2023, respectively.
(3)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.
(4)In the first quarter of 2024, we revised the adjusted EBITDA calculation to exclude the impact of stock-based compensation expense. The prior period adjusted EBITDA has been recast to conform to current presentation.


GRANITE CONSTRUCTION INCORPORATED 
ADJUSTED NET INCOME RECONCILIATION
(Unaudited - in thousands, except per share data)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Income before income taxes$109,446 $79,919 $130,028 $29,856 
Other costs, net8,543 19,843 29,778 37,973 
Transaction costs5,546 92 15,378 5,046 
Stock-based compensation (1)2,241 1,928 17,325 8,630 
(Gain) loss on debt extinguishment(272)— 27,552 51,052 
Adjusted income before income taxes$125,504 $101,782 $220,061 $132,557 
Provision for income taxes$25,469 $22,423 $36,636 $21,978 
Tax expense to establish valuation allowance— (1,542)— (1,542)
Tax effect of adjusting items (2)4,474 4,375 16,593 12,120 
Adjusted provision for income taxes$29,943 $25,256 $53,229 $32,556 
Net income attributable to Granite Construction Incorporated$78,951 $57,624 $84,863 $17,601 
After-tax adjusting items11,584 19,030 73,440 92,123 
Adjusted net income attributable to Granite Construction Incorporated$90,535 $76,654 $158,303 $109,724 
Diluted weighted average shares of common stock52,366 53,612 52,585 44,447 
Less: dilutive effect of Convertible Notes (3)(8,103)(9,099)(8,103)— 
Adjusted diluted weighted average shares of common stock44,263 44,513 44,482 44,447 
Diluted net income per share attributable to common shareholders$1.57 $1.13 $1.79 $0.40 
After-tax adjusting items per share attributable to common shareholders0.48 0.59 1.77 2.07 
Adjusted diluted earnings per share attributable to common shareholders$2.05 $1.72 $3.56 $2.47 
(1)In the first quarter of 2024, we revised the adjusted net income calculation to exclude the impact of stock-based compensation expense. The prior period adjusted net income and diluted loss per share calculations have been recast to conform to current presentation.
(2)The tax effect of adjusting items was calculated using the Company’s estimated annual statutory tax rate. The tax effect of adjusting items for the three and nine months ended September 30, 2024 includes an immaterial amount of the (gain) loss on debt extinguishment as it was almost entirely non-tax deductible. The nine months ended September 30, 2023 excludes the $51 million loss on debt extinguishment and three and nine months ended September 30, 2023 exclude $5.0 million of non-cash impairment charges included in “Other costs, net” which was non-tax deductible.
(3)When calculating diluted net income attributable to common shareholders, GAAP requires that we include potential share dilution from the convertible notes when not antidilutive. For the nine months ended September 30, 2023, the potential share dilution from the convertible notes would have been antidilutive and therefore was excluded from the calculation. For the purposes of calculating adjusted diluted net income per share attributable to common shareholders, the dilutive effect of the convertible notes is removed to reflect the impact of the purchased equity derivative instruments which economically offsets dilution risk.


GRANITE CONSTRUCTION INCORPORATED 
MATERIALS SEGMENT CASH GROSS PROFIT RECONCILIATION
(Unaudited - in thousands)
Three Months Ended
September 30,		Nine Months Ended
September 30,
202420232022202420232022
Gross profit$32,264 $29,481 $22,038 $59,060 $49,067 $40,965 
Gross profit as a percent of revenue16.6 %17.2 %13.6 %13.5 %13.0 %11.0 %
Depreciation, depletion and amortization10,938 6,722 6,211 30,658 18,514 18,163 
Cash gross profit$43,202 $36,203 $28,249 $89,718 $67,581 $59,128 
Cash gross profit as a percent of revenue22.2 %21.2 %17.5 %20.6 %17.9 %15.8 %




Contacts:
Investors
Wenjun Xu, 831-761-7861
Or
Media
Erin Kuhlman, 831-768-4111
Source: Granite Construction Incorporated

v3.24.3
Cover
Oct. 31, 2024
Cover [Abstract]  
Document Type 8-K
Entity Registrant Name GRANITE CONSTRUCTION INCORPORATED
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, $0.01 par value
Trading Symbol GVA
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000861459
Amendment Flag false
Document Period End Date Oct. 31, 2024
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