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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): August 1, 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 August 1, 2024, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the three and six months ended June 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/ Elizabeth L. Curtis
Elizabeth L. Curtis
Executive Vice President and Chief Financial Officer
Date: August 1, 2024


Exhibit 99.1
Granite Reports Second Quarter 2024 Results and Announces Agreement to Acquire Dickerson & Bowen, Inc.
•Q2 revenue increased 20% year-over-year to $1.1 billion
•Q2 diluted EPS of $0.76 and adjusted diluted EPS (1) of $1.73
•Committed and Awarded Projects (“CAP”) (2) of $5.6 billion, a sequential increase of $77 million
•Entered into an agreement, subject to customary closing conditions, to acquire Dickerson & Bowen, Inc., a leading regional aggregates, asphalt, and highway construction company serving central and southern Mississippi
WATSONVILLE, Calif. - Granite Construction Incorporated (NYSE: GVA) today announced results for the quarter ended June 30, 2024 and the agreement to acquire Dickerson & Bowen, Inc., subject to customary closing conditions.
Second Quarter 2024 Results
Net income attributable to Granite Construction Incorporated totaled $37 million, or $0.76 per diluted share, compared to net loss attributable to Granite Construction Incorporated of $17 million, or $(0.39) per diluted share, for the same period in the prior year. Adjusted net income attributable to Granite Construction Incorporated (1) totaled $77 million, or $1.73 per diluted share, compared to $47 million, or $1.06 per diluted share, for the same period in the prior year.
•Revenue increased $183 million to $1.1 billion compared to $899 million for the same period in the prior year. The Construction and Materials segments posted year-over-year increases of 22% and 10%, respectively.
•Gross profit increased $62 million to $165 million compared to $103 million for the same period in the prior year. 
•Selling, general, and administrative (“SG&A”) expenses increased $5 million to $70 million, or 6.5% of revenue, compared to $65 million, or 7.2% of revenue, for the same period in the prior year.
•Adjusted EBITDA (1) totaled $130 million compared to $81 million for the same period in the prior year.
•CAP (2) increased $77 million sequentially and $139 million year-over-year to $5.6 billion.
"I am pleased with our strong second quarter,” said Kyle Larkin, Granite President and Chief Executive Officer. “Our teams continue to execute on our plan, and we are seeing the expected results. We earned record second quarter revenue, with an increase of 20% year-over-year, and also added to our CAP. This illustrates the strength of the macro construction market, and we believe there are many opportunities for us to build CAP further in the second half of the year. With our performance in the first half of 2024, I expect that our revenue will be in the upper half of our previous revenue guidance for the year in the range of $3.9 billion to $4.0 billion.”
“In addition, we are excited to announce the agreement to acquire Dickerson & Bowen, Inc. of Brookhaven, Mississippi. The transaction is expected to close in the third quarter. The acquisition will add four asphalt plants and three sand and gravel pits. Dickerson & Bowen is a natural extension of the Lehman-Roberts Company and Memphis Stone & Gravel platform that we acquired at the end of 2023. This materials-focused, vertically integrated business will expand our existing footprint in this high growth market south through Jackson, Mississippi and to the southern end of the state.”
Six Months Ended June 30, 2024 Results
Net income attributable to Granite Construction Incorporated totaled $6 million, or $0.13 per diluted share, compared to net loss attributable to Granite Construction Incorporated of $40 million, or $(0.91) per diluted share, for the same period in the prior year. Adjusted net income attributable to Granite Construction Incorporated (1) totaled $68 million, or $1.52 per diluted share, compared to $33 million, or $0.74 per diluted share, for the same period in the prior year.
•Revenue increased $296 million to $1.8 billion compared to $1.5 billion for the same period in the prior year. The Construction and Materials segments posted year-over-year increases of 21% and 17%, respectively.
•Gross profit increased $84 million to $219 million compared to $135 million for the same period in the prior year. 
•SG&A expenses increased $20 million to $158 million, or 9.0% of revenue, compared to $138 million, or 9.4% of revenue, for the same period in the prior year.
•Adjusted EBITDA (1) totaled $144 million compared to $77 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, adjusted EBITDA margin and Materials segment cash gross profit 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 Six Months ended June 30, 2024 (Unaudited - dollars in thousands)
Construction Segment
Three Months Ended June 30,Six Months Ended June 30,
20242023Change20242023Change
Revenue$917,954 $749,413 $168,541 22.5 %$1,513,167 $1,252,829 $260,338 20.8 %
Gross profit$135,372 $79,154 $56,218 71.0 %$192,200 $115,859 $76,341 65.9 %
Gross profit as a percent of revenue14.7 %10.6 %12.7 %9.2 %
For the three and six months ended June 30, 2024, revenue increased year-over-year due to higher levels of CAP, more favorable weather conditions early in 2024, and revenue from acquired businesses. For the three and six months ended June 30, 2024, gross profit increased year-over-year as a result of increases in revenue and a decrease in negative revisions in estimates.

CAP increased $77 million sequentially to $5.6 billion and increased $139 million year-over-year. Both public and private markets continue to be strong with substantial opportunities to build CAP in the remainder of 2024.

Materials Segment
Three Months Ended June 30,Six Months Ended June 30,
20242023Change20242023Change
Revenue$164,532 $149,139 $15,393 10.3 %$241,594 $205,791 $35,803 17.4 %
Gross profit$29,339 $23,932 $5,407 22.6 %$26,796 $19,586 $7,210 36.8 %
Gross profit as a percent of revenue17.8 %16.0 %11.1 %9.5 %
Cash gross profit(1)
$39,300 $30,314 $8,986 29.6 %$46,516 $31,378 $15,138 48.2 %
Cash gross profit as a percent of revenue(1)
23.9 %20.3 %19.3 %15.2 %
(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 six months ended June 30, 2024, revenue increased year-over-year by $15 million and $36 million, respectively, driven by revenue from acquired businesses as well as higher asphalt and aggregate sales prices, which offset decreased volumes. Gross profit in the three and six months ended June 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 six month periods ended June 30, 2024 from purchase accounting-related step-up depreciation and intangible asset amortization was $1 million and $3 million, respectively. Materials segment cash gross profit (1), which excludes the segment’s depreciation, depletion, and amortization, increased significantly for the same period year-over-year, led by the impact of acquisitions and the higher materials sales prices.


Outlook
Our guidance for 2024 is unchanged with the exception of revenue as noted below.
•Revenue in the range of $3.9 billion to $4.0 billion, narrowed from $3.8 billion to $4.0 billion
•Adjusted EBITDA margin in the range of 9.5% to 11.5%
•SG&A expense in the range of 7.5% to 8.0% of revenue
•Mid-20s effective tax rate for adjusted net income
•Capital expenditures of approximately $130 million to $150 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.
Conference Call
Granite will conduct a conference call today, August 1, 2024, at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time to discuss the results of the quarter ended June 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 August 8, 2024, by calling 1-877-344-7529, replay access code 7954492; 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, the acquisition of Dickerson & Bowen, Inc. and the timing of the closing of the acquisition, 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, the acquisition of Dickerson & Bowen, Inc. and the timing of the closing of the acquisition, 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)
June 30, 2024December 31, 2023
ASSETS
Current assets
Cash and cash equivalents $366,746 $417,663 
Short-term marketable securities10,500 35,863 
Receivables, net709,248 598,705 
Contract assets309,376 262,987 
Inventories119,060 103,898 
Equity in construction joint ventures157,070 171,233 
Other current assets 34,168 53,102 
Total current assets1,706,168 1,643,451 
Property and equipment, net670,876 662,864 
Investments in affiliates93,499 92,910 
Goodwill146,768 155,004 
Intangible assets107,575 117,322 
Right of use assets78,374 78,176 
Deferred income taxes, net19,989 8,179 
Other noncurrent assets58,120 55,634 
Total assets$2,881,369 $2,813,540 
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt$1,510 $39,932 
Accounts payable450,656 408,363 
Contract liabilities 262,198 243,848 
Accrued expenses and other current liabilities 302,039 337,740 
Total current liabilities1,016,403 1,029,883 
Long-term debt737,436 614,781 
Long-term lease liabilities64,995 63,548 
Deferred income taxes, net3,272 3,708 
Other long-term liabilities71,848 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: 43,686,508 shares as of June 30, 2024 and 43,944,118 shares as of December 31, 2023
437 439 
Additional paid-in capital435,271 474,134 
Accumulated other comprehensive income270 881 
Retained earnings495,679 501,844 
Total Granite Construction Incorporated shareholders’ equity931,657 977,298 
Non-controlling interests55,758 49,668 
Total equity987,415 1,026,966 
Total liabilities and equity$2,881,369 $2,813,540 


GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - in thousands, except per share data)
Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Revenue
Construction$917,954 $749,413 $1,513,167 $1,252,829 
Materials164,532 149,139 241,594 205,791 
Total revenue1,082,486 898,552 1,754,761 1,458,620 
Cost of revenue
Construction782,582 670,259 1,320,967 1,136,970 
Materials135,193 125,207 214,798 186,205 
Total cost of revenue917,775 795,466 1,535,765 1,323,175 
Gross profit164,711 103,086 218,996 135,445 
Selling, general and administrative expenses70,052 64,563 158,045 137,685 
Other costs, net10,225 13,607 21,235 18,130 
Gain on sales of property and equipment, net(1,387)(3,944)(2,805)(5,981)
Operating income (loss)85,821 28,860 42,521 (14,389)
Other (income) expense
Loss on debt extinguishment27,824 51,052 27,824 51,052 
Interest income(3,600)(3,232)(10,302)(6,994)
Interest expense5,337 4,131 13,420 7,022 
Equity in income of affiliates, net(4,557)(7,044)(8,527)(12,231)
Other (income) expense, net1,267 (1,225)(476)(3,175)
Total other expense, net26,271 43,682 21,939 35,674 
Income (loss) before income taxes59,550 (14,822)20,582 (50,063)
Provision for (benefit from) income taxes20,693 9,024 11,167 (445)
Net income (loss)38,857 (23,846)9,415 (49,618)
Amount attributable to non-controlling interests(1,962)6,846 (3,503)9,595 
Net income (loss) attributable to Granite Construction Incorporated$36,895 $(17,000)$5,912 $(40,023)
Net income (loss) per share attributable to common shareholders:
Basic$0.84 $(0.39)$0.13 $(0.91)
Diluted$0.76 $(0.39)$0.13 $(0.91)
Weighted average shares outstanding:
Basic44,060 43,892 44,024 43,829 
Diluted52,727 43,892 44,593 43,829 



GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
Six Months Ended June 30,20242023
Operating activities
Net income (loss)$9,415 $(49,618)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization58,468 41,528 
Amortization related to long-term debt2,334 988 
Loss on debt extinguishment27,824 51,052 
Gain on sales of property and equipment, net(2,805)(5,981)
Stock-based compensation15,084 6,702 
Equity in net (income) loss from unconsolidated construction joint ventures(752)4,005 
Net income from affiliates(8,527)(12,231)
Other non-cash adjustments(348)(7)
Changes in assets and liabilities(78,609)(155,386)
Net cash provided by (used in) operating activities$22,084 $(118,948)
Investing activities
Maturities of marketable securities25,000 30,000 
Purchases of property and equipment(66,861)(79,689)
Proceeds from sales of property and equipment4,229 10,564 
Proceeds from company owned life insurance— 1,545 
Return of investment in affiliates693 — 
Cash paid for purchase price adjustments on business acquisition(13,183)— 
Acquisition of business— (26,933)
Collection of notes receivable— 135 
Net cash used in investing activities$(50,122)$(64,378)
Financing activities
Proceeds from issuance of convertible notes373,750 373,750 
Proceeds from long-term debt— 55,000 
Debt principal repayments(309,808)(249,589)
Capped call transactions(46,046)(53,035)
Redemption of warrants586 (13,201)
Debt issuance costs(9,654)(9,806)
Cash dividends paid(11,452)(11,391)
Repurchases of common stock(21,144)(3,766)
Contributions from non-controlling partners17,000 22,400 
Distributions to non-controlling partners(16,372)(6,850)
Other financing activities, net261 269 
Net cash provided by (used in) financing activities$(22,879)$103,781 
Net decrease in cash and cash equivalents(50,917)(79,545)
Cash and cash equivalents at beginning of period417,663 293,991 
Cash and cash equivalents at end of period$366,746 $214,446 


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, 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 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;
•Loss on debt extinguishment, and
•Stock-based compensation expense.
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
June 30,		Six Months Ended
June 30,
2024202320242023
EBITDA:
Net income (loss) attributable to Granite Construction Incorporated$36,895 $(17,000)$5,912 $(40,023)
Net income (loss) margin (2)3.4 %(1.9)%0.3 %(2.7)%
Depreciation, depletion and amortization expense (3)30,303 21,937 59,576 41,811 
Provision for (benefit from) income taxes20,693 9,024 11,167 (445)
Interest expense, net1,737 899 3,118 28 
EBITDA(1)$89,628 $14,860 $79,773 $1,371 
EBITDA margin(1)(2)8.3 %1.7 %4.5 %0.1 %
ADJUSTED EBITDA:
Other costs, net10,225 13,607 21,235 18,130 
Stock-based compensation (4)2,189 1,874 15,084 6,702 
Loss on debt extinguishment27,824 51,052 27,824 51,052 
Adjusted EBITDA(1)$129,866 $81,393 $143,916 $77,255 
Adjusted EBITDA margin(1)(2)12.0 %9.1 %8.2 %5.3 %
(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, loss on debt extinguishment and stock-based compensation expense, as described above.
(2)Represents net income (loss), EBITDA and adjusted EBITDA divided by consolidated revenue of $1.1 billion and $899 million, for the three months ended June 30, 2024 and 2023, respectively and $1.8 billion and $1.5 billion for the six months ended June 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 (LOSS) RECONCILIATION
(Unaudited - in thousands, except per share data)
Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Income (loss) before income taxes$59,550 $(14,822)$20,582 $(50,063)
Other costs, net10,225 13,607 21,235 18,130 
Transaction costs4,313 2,460 9,940 4,954 
Stock-based compensation (1)2,189 1,874 15,084 6,702 
Loss on debt extinguishment27,824 51,052 27,824 51,052 
Adjusted income before income taxes$104,101 $54,171 $94,665 $30,775 
Provision for (benefit from) income taxes$20,693 $9,024 $11,167 $(445)
Tax effect of adjusting items (2)4,469 4,665 12,147 7,744 
Adjusted provision for income taxes$25,162 $13,689 $23,314 $7,299 
Net income (loss) attributable to Granite Construction Incorporated$36,895 $(17,000)$5,912 $(40,023)
After-tax adjusting items40,082 64,328 61,936 73,094 
Adjusted net income attributable to Granite Construction Incorporated$76,977 $47,328 $67,848 $33,071 
Diluted weighted average shares of common stock52,727 43,892 44,593 43,829 
Add: dilutive effect of restricted stock units and Convertible Notes (3)35 10,681 8,138 10,679 
Less: dilutive effect of Convertible Notes (4)(8,138)(10,095)(8,138)(10,095)
Adjusted diluted weighted average shares of common stock44,624 44,478 44,593 44,413 
Diluted net income (loss) per share attributable to common shareholders$0.76 $(0.39)$0.13 $(0.91)
After-tax adjusting items per share attributable to common shareholders0.97 1.45 1.39 1.65 
Adjusted diluted earnings per share attributable to common shareholders$1.73 $1.06 $1.52 $0.74 
(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. The tax effect of adjusting items for the three and six months ended June 30, 2024 excludes $27 million of the loss on debt extinguishment as it was almost entirely non-tax deductible. The three and six months ended June 30, 2023 excludes the $51 million loss on debt extinguishment which was non-tax deductible.
(3)The dilutive effect of the restricted stock units (“RSUs”) is included in the three and six months ended June 30, 2024 diluted earnings per share calculation and therefore no additional changes are required in the reconciliation herein. Due to net losses for the three and six months ended June 30, 2023, the unvested RSUs representing 586,000 and 584,000 shares, respectively, were excluded from the calculation of diluted earnings per share. As we have adjusted net income for those periods, these potential shares are dilutive and included in the reconciliation above. The dilutive effect of the 2.75% Convertible Notes and the 3.75% Convertible Notes was 35,000 and 8,138,000 shares for the three and six months ended June 30, 2024 and 10,095,000 shares each for the three and six months ended June 30, 2023.
(4)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 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 June 30,Six Months Ended June 30,Year Ended December 31,
20242023202220242023202220232022
Gross Profit$29,339 $23,932 $17,314 $26,796 $19,586 $18,927 $71,344 $65,613 
Gross profit as a percent of revenue17.8 %16.0 %12.7 %11.1 %9.5 %8.9 %13.8 %13.2 %
Depreciation, depletion and amortization9,961 6,382 6,153 19,720 11,792 11,952 26,766 23,948 
Cash gross profit39,300 30,314 23,467 46,516 31,378 30,879 98,110 89,561 
Cash gross profit as a percent of revenue23.9 %20.3 %17.3 %19.3 %15.2 %14.6 %19.0 %18.0 %




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

v3.24.2.u1
Cover
Aug. 01, 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 Aug. 01, 2024
Granite Construction (NYSE:GVA)
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