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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, 2023
 
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, 2023, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the three and nine months ended September 30, 2023, 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/ Elizabeth L. Curtis
Elizabeth L. Curtis
Executive Vice President and Chief Financial Officer
Date: October 31, 2023


Exhibit 99.1
Granite Reports Third Quarter 2023 Results
•Q3 revenue increased 11% year-over-year to $1.1 billion
•Q3 diluted EPS of $1.13 and adjusted diluted EPS (1) of $1.69
•Operating cash flow increased $153 million sequentially
•Record Committed and Awarded Projects ("CAP") (2) of $5.6 billion, a sequential increase of $147 million and year-over-year increase of $1.5 billion
•2023 guidance and 2024 targets unchanged
WATSONVILLE, Calif. - Granite Construction Incorporated (NYSE: GVA) today announced results for the quarter ended September 30, 2023.
Third Quarter 2023 Results
Net income totaled $58 million, or $1.13 per diluted share, compared to net income of $69 million, or $1.36 per diluted share, for the same period in the prior year. Adjusted net income (1) totaled $75 million, or $1.69 per diluted share, compared to adjusted net income (1) of $57 million, or $1.28 per diluted share, for the same period in the prior year.
•Revenue increased $108 million to $1.1 billion compared to $1.0 billion for the same period in the prior year. Both Construction and Materials segments posted year-over-year increases with the California and Mountain Groups up 15% and 11%, respectively, as well as a slight increase in revenue in the Central Group.
•Gross profit increased $52 million to $167 million compared to $115 million for the same period in the prior year. 
•Selling, general, and administrative (“SG&A”) expenses increased $13 million to $75 million, or 6.7% of revenue, compared to $62 million, or 6.1% of revenue, for the same period in the prior year. The increase in SG&A expenses was primarily due to $11 million of additional incentive compensation expense year-over-year.
•Adjusted EBITDA (1) totaled $124 million, compared to $91 million for the same period in the prior year.
"I am pleased with our third quarter performance,” said Kyle Larkin, Granite President and Chief Executive Officer. “These results demonstrate the strong progress we are making towards the goals identified in our strategic plan that we introduced just over two years ago. We have built record CAP while also de-risking our project portfolio by focusing on best value projects. During this same time, we have also bolstered our materials business through both greenfield and bolt-on investments, and we improved segment margins. We are growing revenue and increasing adjusted EBITDA margin and believe we are on track to reach our 2024 financial targets.”

Nine Months Ended September 30, 2023 Results
Net income totaled $18 million, or $0.40 per diluted share, compared to net income of $61 million, or $1.25 per diluted share, for the same period in the prior year. Adjusted net income (1) totaled $103 million, or $2.32 per diluted share, compared to adjusted net income (1) of $79 million, or $1.75 per diluted share, for the same period in the prior year.

•    Revenue increased $63 million to $2.58 billion compared to $2.51 billion for the same period in the prior year.
•    Gross profit increased $29 million to $302 million compared to $273 million for the same period in the prior year.
•SG&A expenses were $212 million, or 8.3% of revenue, compared to $192 million, or 7.6% of revenue, for the same period in the prior year. The increase was primarily driven by higher incentive compensation and non-qualified deferred compensation expenses in 2023.
•Adjusted EBITDA (1) totaled $195 million compared to $160 million for the same period in the prior year.
(1)Adjusted net income, 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, 2023 (Unaudited - dollars in thousands)
Construction Segment
Three Months Ended September 30,Nine Months Ended September 30,
2023As RestatedChange2023As RestatedChange
20222022
Revenue$945,698 $847,371 $98,327 11.6 %$2,198,527 $2,138,858 $59,669 2.8 %
Gross profit$137,162 $93,017 $44,145 47.5 %$253,021 $231,748 $21,273 9.2 %
Gross profit as a percent of revenue14.5 %11.0 %11.5 %10.8 %
Committed and Awarded ProjectsSeptember 30, 2023June 30, 2023Change - Quarter over QuarterSeptember 30, 2022Change - Year over Year
California$2,345,294 $2,345,611 $(317)— %$1,552,939 $792,355 51.0 %
Central1,811,426 1,599,538 211,888 13.2 %1,527,112 284,314 18.6 %
Mountain1,427,803 1,492,439 (64,636)(4.3 %)996,685 431,118 43.3 %
Total$5,584,523 $5,437,588 $146,935 2.7 %$4,076,736 $1,507,787 37.0 %
Revenue in the third quarter increased 12% year-over-year. This increase overcame a weather-related slow start to the year and resulted in a revenue increase of 3% for the nine-months-ended September 30, 2023 compared to the same period in the prior year. The year-over-year revenue increase in the quarter was driven by strong performances by the California and Mountain Groups, which increased revenue by 21% and 12%, respectively. Central Group revenue was flat compared to the same period in the prior year as newer projects ramp up and replace several large projects that are nearing completion.
Gross profit and gross profit margin during the three and nine months ended September 30, 2023 increased over the same periods in the prior year despite the negative impact of the I-64 High Rise Bridge Project in Virginia, which reduced gross profit in the third quarter by $8 million, and after non-controlling interest by $4 million. For the nine months ended September 30, 2023, the impact to gross profit from the project was $40 million and the impact after non-controlling interest was $20 million. Final completion for the project is expected in the fourth quarter.
CAP increased $147 million sequentially and $1.5 billion year-over-year. Both public and private markets continue to be strong and contribute to our record CAP as of the end of the quarter. With the current market environment, we believe there are substantial opportunities to build CAP in the fourth quarter and into 2024.


Materials Segment
Three Months Ended September 30,Nine Months Ended September 30,
20232022Change20232022Change
Revenue$171,122 $161,539 $9,583 5.9 %$376,913 $373,185 $3,728 1.0 %
Gross profit$29,481 $22,038 $7,443 33.8 %$49,067 $40,965 $8,102 19.8 %
Gross profit as a percent of revenue17.2 %13.6 %13.0 %11.0 %
Materials revenue and gross profit for the three and nine months ended September 30, 2023 increased compared to the same periods of the prior year driven by higher asphalt and aggregate sales prices. Additionally, in 2023, oil and energy costs have normalized compared to the significant inflation in 2022 which negatively impacted materials gross profit margin in the prior year.
Outlook
Our guidance for 2023 is unchanged as noted below:
•Revenue in the range of $3.35 billion to $3.45 billion
•Adjusted EBITDA margin in the range of 7.5% to 8.5%
•SG&A expense in the range of 8.0% to 8.5% of revenue
•Mid-20s effective tax rate for adjusted net income
•Capital expenditures of approximately $120 million
The Company does not provide a reconciliation of forward-looking adjusted EBITDA margin to the most directly comparable forward-looking GAAP measure of net income attributable to Granite Construction Incorporated because the Company cannot predict with a reasonable degree of certainty and without unreasonable efforts certain excluded items that are inherently uncertain and depend on various factors. For these reasons, we are unable to assess the probable significance of the unavailable information.

Conference Call
Granite will conduct a conference call today, October 31, 2023, at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time to discuss the results of the quarter ended September 30, 2023. 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, 2023, by calling 1-877-344-7529, replay access code 5819938; 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, 2023 fiscal year guidance for revenue, adjusted EBITDA margin, SG&A expense, effective tax rate, and capital expenditures, 2024 targets unchanged, Committed and Awarded Projects (“CAP”), results, our belief that we are on track to reach our 2024 financial targets, the final completion of the I-64 project is expected in the fourth quarter and our belief that there are substantial opportunities to continue to build CAP in the fourth quarter and into 2024 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, 2023 fiscal year guidance for revenue, adjusted EBITDA margin, SG&A expense, effective tax rate, and capital expenditures, 2024 targets unchanged, CAP, results, our belief that we are on track to reach our 2024 financial targets, the final completion of the I-64 project is expected in the fourth quarter and our belief that there are substantial opportunities to continue to build CAP in the fourth quarter and into 2024. 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, 2023December 31, 2022
ASSETS
Current assets
Cash and cash equivalents $292,124 $293,991 
Short-term marketable securities31,278 39,374 
Receivables, net743,091 463,987 
Contract assets282,280 241,916 
Inventories92,131 86,809 
Equity in construction joint ventures206,669 183,808 
Other current assets 47,477 37,411 
Total current assets1,695,050 1,347,296 
Property and equipment, net569,722 509,210 
Long-term marketable securities5,750 26,569 
Investments in affiliates91,101 80,725 
Goodwill74,264 73,703 
Right of use assets56,874 49,079 
Deferred income taxes, net29,043 22,208 
Other noncurrent assets58,517 59,143 
Total assets$2,580,321 $2,167,933 
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt$1,475 $1,447 
Accounts payable477,031 334,392 
Contract liabilities 221,983 173,286 
Accrued expenses and other current liabilities 355,987 288,469 
Total current liabilities1,056,476 797,594 
Long-term debt403,785 286,934 
Long-term lease liabilities42,198 32,170 
Deferred income taxes, net3,812 1,891 
Other long-term liabilities67,473 64,199 
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: 43,926,576 shares as of September 30, 2023 and 43,743,907 shares as of December 31, 2022
439 437 
Additional paid-in capital472,379 470,407 
Accumulated other comprehensive income894 788 
Retained earnings481,636 481,384 
Total Granite Construction Incorporated shareholders’ equity955,348 953,016 
Non-controlling interests51,229 32,129 
Total equity1,006,577 985,145 
Total liabilities and equity$2,580,321 $2,167,933 


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,
2023
As Restated(1)
2023
As Restated(1)
20222022
Revenue
Construction$945,698 $847,371 $2,198,527 $2,138,858 
Materials171,122 161,539 376,913 373,185 
Total revenue1,116,820 1,008,910 2,575,440 2,512,043 
Cost of revenue
Construction808,536 754,354 1,945,506 1,907,110 
Materials141,641 139,501 327,846 332,220 
Total cost of revenue950,177 893,855 2,273,352 2,239,330 
Gross profit166,643 115,055 302,088 272,713 
Selling, general and administrative expenses74,794 61,795 212,479 192,036 
Other costs, net19,843 (490)37,973 22,401 
Gain on sales of property and equipment, net(1,812)(949)(7,793)(10,462)
Operating income73,818 54,699 59,429 68,738 
Other (income) expense
Loss on debt extinguishment— — 51,052 — 
Interest income(4,293)(1,894)(11,287)(3,246)
Interest expense4,877 2,519 11,899 10,003 
Equity in income of affiliates, net(7,147)(3,491)(19,378)(9,656)
Other (income) expense, net462 77 (2,713)4,646 
Total other (income) expense, net(6,101)(2,789)29,573 1,747 
Income before income taxes79,919 57,488 29,856 66,991 
Provision for (benefit from) income taxes22,423 (7,710)21,978 7,310 
Net income57,496 65,198 7,878 59,681 
Amount attributable to non-controlling interests128 4,104 9,723 1,569 
Net income attributable to Granite Construction Incorporated$57,624 $69,302 $17,601 $61,250 
Net income per share attributable to common shareholders:
Basic$1.31 $1.58 $0.40 $1.37 
Diluted$1.13 $1.36 $0.40 $1.25 
Weighted average shares outstanding:
Basic43,924 43,973 43,861 44,739 
Diluted53,612 51,863 44,447 52,613 
(1)As previously disclosed in our 2022 Annual Report on Form 10-K filed on February 21, 2023, the restatement of our unaudited quarterly financial information for the first three quarters in the year ended December 31, 2022 was necessary.


GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
Nine Months Ended September 30,2023As Restated
2022
Operating activities
Net income$7,878 $59,681 
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation, depletion and amortization65,298 61,714 
Amortization related to long-term debt1,689 1,901 
Non-cash loss on debt extinguishment51,052 — 
Gain on sale of business— (3,278)
Gain on sales of property and equipment, net(7,793)(10,462)
Deferred income taxes1,542 (17,819)
Stock-based compensation8,630 6,151 
Equity in net (income) loss from unconsolidated joint ventures(4,535)25,066 
Net income from affiliates(19,378)(9,656)
Other non-cash adjustments5,659 38 
Changes in assets and liabilities(75,844)(127,967)
Net cash provided by (used in) operating activities$34,198 $(14,631)
Investing activities
Purchases of marketable securities(9,740)(59,810)
Maturities of marketable securities40,000 15,000 
Purchases of property and equipment(108,963)(97,753)
Proceeds from sales of property and equipment14,613 21,110 
Proceeds from company owned life insurance1,545 — 
Proceeds from the sale of business— 142,571 
Acquisition of business(26,933)— 
Issuance of notes receivable— (7,560)
Collection of notes receivable208 316 
Net cash provided by (used in) investing activities$(89,270)$13,874 
Financing activities
Proceeds from long-term debt55,000 50,000 
Debt principal repayments(304,851)(124,911)
Capped call transactions(53,035)— 
Redemption of warrants(13,201)— 
Proceeds from issuance of 3.75% Convertible Notes373,750 — 
Debt issuance costs(10,024)— 
Cash dividends paid(17,101)(17,587)
Repurchases of common stock(3,900)(70,724)
Contributions from non-controlling partners35,400 11,925 
Distributions to non-controlling partners(9,100)(6,725)
Other financing activities, net267 208 
Net cash provided by (used in) financing activities$53,205 $(157,814)
Net decrease in cash, cash equivalents and restricted cash(1,867)(158,571)
Cash, cash equivalents and $0 and $1,512 in restricted cash at beginning of period293,991 413,655 
Cash, cash equivalents and $0 in restricted cash at end of period$292,124 $255,084 


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 loss on debt extinguishment and other costs, net, which include investigation-related legal fees and settlement charges, a litigation charge, reorganization costs, strategic acquisition and divestiture expenses, non-cash impairment charges and a gain on sale of a business in 2022.
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 includes acquired intangible amortization expense and acquisition related depreciation related to the acquisition of Layne and Liquiforce;
•Loss on debt extinguishment, and
•Income taxes related to the disposal of Inliner goodwill, tax basis difference on held for sale entities and establishment of valuation allowance.
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,
2023As Restated2023As Restated
20222022
EBITDA:
Net income attributable to Granite Construction Incorporated$57,624 $69,302 $17,601 $61,250 
Net income margin (2)5.2 %6.9 %0.7 %2.4 %
Depreciation, depletion and amortization expense (3)23,911 29,610 65,722 62,437 
Provision for (benefit from) income taxes22,423 (7,710)21,978 7,310 
Interest expense, net584 625 612 6,757 
EBITDA(1)$104,542 $91,827 $105,913 $137,754 
EBITDA margin(1)(2)9.4 %9.1 %4.1 %5.5 %
ADJUSTED EBITDA:
Other costs, net19,843 (490)37,973 22,401 
Loss on debt extinguishment— — 51,052 — 
Adjusted EBITDA(1)$124,385 $91,337 $194,938 $160,155 
Adjusted EBITDA margin(1)(2)11.1 %9.1 %7.6 %6.4 %
(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, and loss on debt extinguishment, as described above.
(2)Represents net income, EBITDA and adjusted EBITDA divided by consolidated revenue of $1.1 billion and $1.0 billion, for the three months ended September 30, 2023 and 2022, respectively and $2.6 billion and $2.5 billion for the nine months ended September 30, 2023 and 2022, 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.


GRANITE CONSTRUCTION INCORPORATED 
ADJUSTED NET INCOME (LOSS) RECONCILIATION
(Unaudited - in thousands, except per share data)
Three Months Ended September 30,Nine Months Ended September 30,
2023As Restated2023As Restated
20222022
Income before income taxes$79,919 $57,488 $29,856 $66,991 
Other costs, net19,843 (490)37,973 22,401 
Transaction costs92 8,012 5,046 8,012 
Loss on debt extinguishment — — 51,052 — 
Adjusted income before income taxes$99,854 $65,010 $123,927 $97,404 
Provision for (benefit from) income taxes$22,423 $(7,710)$21,978 $7,310 
Tax effect of goodwill disposal related to sale of business— — — (10,070)
Tax basis difference on held for sale entities— 17,691 — 17,691 
Tax expense to establish valuation allowance(1,542)— (1,542)— 
Tax effect of adjusting items (1)3,874 1,956 9,876 4,787 
Adjusted provision for income taxes$24,755 $11,937 $30,312 $19,718 
Net income attributable to Granite Construction Incorporated$57,624 $69,302 $17,601 $61,250 
After-tax adjusting items17,603 (12,125)85,737 18,005 
Adjusted net income attributable to Granite Construction Incorporated$75,227 $57,177 $103,338 $79,255 
Diluted weighted average shares of common stock (2)53,612 51,863 44,447 52,613 
Less: dilutive effect of Convertible Notes (3)(9,099)(7,309)— (7,309)
Adjusted diluted weighted average shares of common stock44,513 44,554 44,447 45,304 
Diluted net income per share attributable to common shareholders$1.13 $1.36 $0.40 $1.25 
After-tax adjusting items per share attributable to common shareholders0.56 (0.08)1.92 0.50 
Adjusted diluted earnings per share attributable to common shareholders$1.69 $1.28 $2.32 $1.75 
(1)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, 2023 excludes the $51 million loss on debt extinguishment and $5.0 million non-cash impairment charges included in “Other costs, net” which are not tax deductible. The tax effect of adjusting items for the three and nine months ended September 30, 2022 excludes a $12 million accrual related to the resolution of the SEC investigation which is not tax deductible.
(2)Diluted weighted average shares of common stock includes the dilutive effect on net income attributable to Granite Construction Incorporated of the 2.75% Convertible Notes and the 3.75% Convertible Notes potentially converting into 9,099 shares of common stock for the three months ended September 30, 2023 and 7,309 shares of common stock for the three and nine months ended September 30, 2022. For the nine months ended September 30, 2023, the potential dilutive effect of the 9,099 shares related to the 2.75% Convertible Notes and the 3.75% Convertible Notes is not included as their inclusion would be antidilutive.
(3)When calculating diluted net income attributable to common shareholders, GAAP requires that we include potential share dilution from the 2.75% Convertible Notes and the 3.75% Convertible Notes when not antidilutive. For the purposes of calculating adjusted diluted net income per share attributable to common shareholders, the dilutive effect from the 2.75% Convertible Notes and 3.75% Convertible Notes is removed to reflect the impact of the purchased equity derivative instruments which offset any potential share dilution above the $31.47 conversion price up to a share price of $53.44 for the 2.75% Convertible Notes and above the $46.12 conversion price up to a share price of $79.83 for the 3.75% Convertible Notes. The average share price did not exceed $53.44 in any period.


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

v3.23.3
Cover
Oct. 31, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 31, 2023
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
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