- 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
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,
2023
As Restated
Change
2023
As Restated
Change
2022
2022
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 revenue
14.5
%
11.0
%
11.5
%
10.8
%
Committed and Awarded
Projects
September 30, 2023
June 30, 2023
Change - Quarter over
Quarter
September 30,
2022
Change - Year over
Year
California
$
2,345,294
$
2,345,611
$
(317
)
—
%
$
1,552,939
$
792,355
51.0
%
Central
1,811,426
1,599,538
211,888
13.2
%
1,527,112
284,314
18.6
%
Mountain
1,427,803
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,
2023
2022
Change
2023
2022
Change
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 revenue
17.2
%
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, 2023
December 31, 2022
ASSETS
Current assets
Cash and cash equivalents
$
292,124
$
293,991
Short-term marketable securities
31,278
39,374
Receivables, net
743,091
463,987
Contract assets
282,280
241,916
Inventories
92,131
86,809
Equity in construction joint ventures
206,669
183,808
Other current assets
47,477
37,411
Total current assets
1,695,050
1,347,296
Property and equipment, net
569,722
509,210
Long-term marketable securities
5,750
26,569
Investments in affiliates
91,101
80,725
Goodwill
74,264
73,703
Right of use assets
56,874
49,079
Deferred income taxes, net
29,043
22,208
Other noncurrent assets
58,517
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 payable
477,031
334,392
Contract liabilities
221,983
173,286
Accrued expenses and other current
liabilities
355,987
288,469
Total current liabilities
1,056,476
797,594
Long-term debt
403,785
286,934
Long-term lease liabilities
42,198
32,170
Deferred income taxes, net
3,812
1,891
Other long-term liabilities
67,473
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 capital
472,379
470,407
Accumulated other comprehensive income
894
788
Retained earnings
481,636
481,384
Total Granite Construction Incorporated
shareholders’ equity
955,348
953,016
Non-controlling interests
51,229
32,129
Total equity
1,006,577
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)
2022
2022
Revenue
Construction
$
945,698
$
847,371
$
2,198,527
$
2,138,858
Materials
171,122
161,539
376,913
373,185
Total revenue
1,116,820
1,008,910
2,575,440
2,512,043
Cost of revenue
Construction
808,536
754,354
1,945,506
1,907,110
Materials
141,641
139,501
327,846
332,220
Total cost of revenue
950,177
893,855
2,273,352
2,239,330
Gross profit
166,643
115,055
302,088
272,713
Selling, general and administrative
expenses
74,794
61,795
212,479
192,036
Other costs, net
19,843
(490
)
37,973
22,401
Gain on sales of property and equipment,
net
(1,812
)
(949
)
(7,793
)
(10,462
)
Operating income
73,818
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 expense
4,877
2,519
11,899
10,003
Equity in income of affiliates, net
(7,147
)
(3,491
)
(19,378
)
(9,656
)
Other (income) expense, net
462
77
(2,713
)
4,646
Total other (income) expense, net
(6,101
)
(2,789
)
29,573
1,747
Income before income taxes
79,919
57,488
29,856
66,991
Provision for (benefit from) income
taxes
22,423
(7,710
)
21,978
7,310
Net income
57,496
65,198
7,878
59,681
Amount attributable to non-controlling
interests
128
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:
Basic
43,924
43,973
43,861
44,739
Diluted
53,612
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,
2023
As 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
amortization
65,298
61,714
Amortization related to long-term debt
1,689
1,901
Non-cash loss on debt extinguishment
51,052
—
Gain on sale of business
—
(3,278
)
Gain on sales of property and equipment,
net
(7,793
)
(10,462
)
Deferred income taxes
1,542
(17,819
)
Stock-based compensation
8,630
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 adjustments
5,659
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 securities
40,000
15,000
Purchases of property and equipment
(108,963
)
(97,753
)
Proceeds from sales of property and
equipment
14,613
21,110
Proceeds from company owned life
insurance
1,545
—
Proceeds from the sale of business
—
142,571
Acquisition of business
(26,933
)
—
Issuance of notes receivable
—
(7,560
)
Collection of notes receivable
208
316
Net cash provided by (used in) investing
activities
$
(89,270
)
$
13,874
Financing activities
Proceeds from long-term debt
55,000
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 Notes
373,750
—
Debt issuance costs
(10,024
)
—
Cash dividends paid
(17,101
)
(17,587
)
Repurchases of common stock
(3,900
)
(70,724
)
Contributions from non-controlling
partners
35,400
11,925
Distributions to non-controlling
partners
(9,100
)
(6,725
)
Other financing activities, net
267
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 period
293,991
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,
2023
As Restated
2023
As Restated
2022
2022
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
taxes
22,423
(7,710
)
21,978
7,310
Interest expense, net
584
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, net
19,843
(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,
2023
As Restated
2023
As Restated
2022
2022
Income before income taxes
$
79,919
$
57,488
$
29,856
$
66,991
Other costs, net
19,843
(490
)
37,973
22,401
Transaction costs
92
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 items
17,603
(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 stock
44,513
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 shareholders
0.56
(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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231030236823/en/
Investors Wenjun Xu, 831-761-7861
Or
Media Erin Kuhlman, 831-768-4111
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