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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number: 1-12911
GRANITE CONSTRUCTION INCORPORATED
State of Incorporation:I.R.S. Employer Identification Number:
Delaware77-0239383
Address of principal executive offices:
585 W. Beach Street
Watsonville, California 95076
(831) 724-1011
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 value GVANew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of October 25, 2024.
ClassOutstanding
Common stock, $0.01 par value43,712,551


TABLE OF CONTENTS
EXHIBIT 101.INS
EXHIBIT 101.SCH
EXHIBIT 101.CAL
EXHIBIT 101.DEF
EXHIBIT 101.LAB
EXHIBIT 101.PRE
EXHIBIT 104
2

PART I. FINANCIAL INFORMATION
Item 1.    FINANCIAL STATEMENTS
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 ($149,068 and $120,224 related to consolidated construction joint ventures (“CCJVs”))
$462,286 $417,663 
Short-term marketable securities10,147 35,863 
Receivables, net ($50,372 and $62,040 related to CCJVs)
733,018 598,705 
Contract assets ($106,320 and $68,520 related to CCJVs)
321,653 262,987 
Inventories107,973 103,898 
Equity in construction joint ventures144,097 171,233 
Other current assets ($5,034 and $5,590 related to CCJVs)
34,928 53,102 
Total current assets1,814,102 1,643,451 
Property and equipment, net ($7,266 and $7,557 related to CCJVs)
719,678 662,864 
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 payable ($83,515 and $62,755 related to CCJVs)
509,976 408,363 
Contract liabilities ($58,878 and $50,929 related to CCJVs)
292,641 243,848 
Accrued expenses and other current liabilities ($5,033 and $5,426 related to CCJVs)
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 (see Note 17)
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 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3

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 (see Note 15):
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 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited - in thousands)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net income$83,977 $57,496 $93,392 $7,878 
Other comprehensive income (loss), net of tax
Net unrealized gain (loss) on cash flow hedges, net of tax$(547)$883 $(693)$325 
Less: reclassification for net gains (losses) included in interest expense, net of tax436 (362)518 (250)
Net change$(111)$521 $(175)$75 
Foreign currency translation adjustments, net278 (422)(269)31 
Other comprehensive income (loss), net of tax$167 $99 $(444)$106 
Comprehensive income, net of tax$84,144 $57,595 $92,948 $7,984 
Non-controlling interests in comprehensive (income) loss, net of tax(5,026)128 (8,529)9,723 
Comprehensive income attributable to Granite Construction Incorporated, net of tax$79,118 $57,723 $84,419 $17,707 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5

GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited - in thousands, except share data)
Outstanding Shares Common Stock Additional
Paid-In
Capital
Accumulated Other Comprehensive IncomeRetained Earnings Total Granite
Shareholders’ Equity
Non-controlling Interests Total Equity
Balances at June 30, 2024
43,686,508$437 $435,271 $270 $495,679 $931,657 $55,758 $987,415 
Net income— — — 78,951 78,951 5,026 83,977 
Other comprehensive income— — 167 — 167 — 167 
Repurchases of common stock (1)(3,546) (241)—  (241)— (241)
Restricted stock units (“RSUs”) vested10,264 — — — — — — — 
Dividends on common stock ($0.13 per share)— — 73 — (5,753)(5,680)— (5,680)
Common stock issued in debt redemption11,665 0
(0)
— — — — — 
Transactions with non-controlling interests— — — — — — 1,801 1,801 
Stock-based compensation expense and other(50)— 2,240 — — 2,240 — 2,240 
Balances at September 30, 2024
43,704,841$437 $437,343 $437 $568,877 $1,007,094 $62,585 $1,069,679 
Balances at June 30, 2023
43,918,798$439 $470,511 $795 $429,797 $901,542 $39,908 $941,450 
Net income (loss)— — — 57,624 57,624 (128)57,496 
Other comprehensive income— — 99 — 99 — 99 
Repurchases of common stock (1)(3,334) (134)—  (134)— (134)
RSUs vested11,166  — — — —  
Dividends on common stock ($0.13 per share)— 76 — (5,785)(5,709)— (5,709)
Transactions with non-controlling interests— — — — — 11,449 11,449 
Stock-based compensation expense and other(54)— 1,926 — — 1,926 — 1,926 
Balances at September 30, 2023
43,926,576$439 $472,379 $894 $481,636 $955,348 $51,229 $1,006,577 
(1) This amount represents employee tax withholding for RSUs vested under our equity incentive plans.






6

Outstanding SharesCommon StockAdditional
Paid-In
Capital
Accumulated Other Comprehensive Income (Loss)Retained EarningsTotal Granite
Shareholders’ Equity
Non-controlling InterestsTotal Equity
Balances at December 31, 2023
43,944,118$439 $474,134 $881 $501,844 $977,298 $49,668 $1,026,966 
Net income— — — 84,863 84,863 8,529 93,392 
Other comprehensive loss— — (444)— (444)— (444)
Repurchases of common stock (1)(370,113)(3)(20,877)— (505)(21,385)— (21,385)
RSUs vested375,7044 (4)— — — —  
Dividends on common stock ($0.13 per share per quarter)— 225 — (17,325)(17,100)— (17,100)
Capped call transactions— (34,189)— — (34,189)— (34,189)
Redemption of warrants— 466 — — 466 — 466 
Common stock issued in debt redemption11,6650
(0)
— — — — — 
Exercise of bond hedge(260,883)(3)3 — — — —  
Transactions with non-controlling interests— — — — — — 4,388 4,388 
Stock-based compensation expense and other4,350— 17,585 — — 17,585 — 17,585 
Balances at September 30, 2024
43,704,841$437 $437,343 $437 $568,877 $1,007,094 $62,585 $1,069,679 
Balances at December 31, 2022
43,743,907$437 $470,407 $788 $481,384 $953,016 $32,129 $985,145 
Net income (loss)— — — 17,601 17,601 (9,723)7,878 
Other comprehensive income— — 106 — 106 — 106 
Repurchases of common stock (1)(96,936)(1)(3,900)— — (3,901)— (3,901)
RSUs vested272,5283 (3)— — — —  
Dividends on common stock ($0.13 per share per quarter)— 226 — (17,349)(17,123)— (17,123)
Capped call transactions— (39,379)— — (39,379)— (39,379)
Redemption of warrants— (13,201)— — (13,201)— (13,201)
Common stock issued in debt extinguishment1,390,50014 49,321 — — 49,335 — 49,335 
Exercise of bond hedge(1,390,516)(14)14 — — — —  
Transactions with non-controlling interests— — — — — 28,823 28,823 
Stock-based compensation expense and other7,093— 8,894 — — 8,894 — 8,894 
Balances at September 30, 2023
43,926,576$439 $472,379 $894 $481,636 $955,348 $51,229 $1,006,577 
(1) This amount represents employee tax withholding for RSUs vested under our equity incentive plans in 2024 and 2023 and stock repurchased in 2024 under the Board approved repurchase plan. During the nine months ended September 30, 2024 and 2023, there were 145,113 shares and 96,936 shares, respectively, withheld related to employee taxes for RSUs. During the nine months ended September 30, 2024, we also repurchased 225,000 shares under the share repurchase program.
The accompanying notes are an integral part of these condensed consolidated financial statements.
7

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 liabilities:
Receivables(115,321)(286,262)
Contract assets, net(11,799)8,315 
Inventories(1,367)(3,421)
Contributions to unconsolidated construction joint ventures(3,218)(18,310)
Distributions from unconsolidated construction joint ventures and affiliates28,792 8,903 
Other assets, net14,779 (6,705)
Accounts payable104,477 144,721 
Accrued expenses and other liabilities, net50,036 76,915 
Net cash provided by operating activities$283,549 $34,198 
Investing activities:
Purchases of marketable securities(6,977)(9,740)
Maturities of marketable securities31,500 40,000 
Purchases of property and equipment(108,167)(108,963)
Proceeds from sales of property and equipment6,739 14,613 
Acquisitions of businesses, net of cash acquired (See Note 3)(122,448)(26,933)
Cash paid for purchase price adjustments on business acquisition (See Note 3)(13,183) 
Proceeds from company owned life insurance 1,545 
Return of investment in affiliates1,429  
Collection of notes receivable 208 
Net cash used in investing activities$(211,107)$(89,270)
Financing activities:
Proceeds from issuance of convertible notes (See Note 14)
373,750 373,750 
Proceeds from long-term debt 55,000 
Debt principal repayments(310,226)(304,851)
Capped call transactions(46,046)(53,035)
Redemption of warrants(497)(13,201)
Debt issuance costs(10,053)(10,024)
Cash dividends paid(17,131)(17,101)
Repurchases of common stock(21,384)(3,900)
Contributions from non-controlling partners20,500 35,400 
Distributions to non-controlling partners(18,072)(9,100)
Other financing activities, net1,340 267 
Net cash provided by (used in) financing activities$(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 
8

Supplementary Information:
Right of use assets obtained in exchange for lease obligations$23,146 $28,546 
Cash paid during the period for:
Operating lease liabilities$17,532 $16,461 
Interest$12,686 $6,473 
Income taxes$9,762 $7,324 
Other non-cash operating activities:
Deferred taxes related to capped call transactions$11,857 $13,656 
Non-cash investing and financing activities:
RSUs issued, net of forfeitures$20,309 $11,447 
Dividends declared but not paid$5,682 $5,710 
Contributions from non-controlling partners$1,959 $2,523 
The accompanying notes are an integral part of these condensed consolidated financial statements.
9

GRANITE CONSTRUCTION INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.  General
Basis of Presentation: The condensed consolidated financial statements included herein have been prepared by Granite Construction Incorporated (“we,” “us,” “our,” the “Company” or “Granite”) pursuant to the rules and regulations of the Securities and Exchange Commission, are unaudited and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 (“Annual Report”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. Further, the condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to state fairly our financial position at September 30, 2024 and the results of our operations and cash flows for the periods presented. The December 31, 2023 condensed consolidated balance sheet data included herein was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP.
During the first quarter of 2024, we reorganized our operational structure to more closely align with our two reportable segments, Construction and Materials. Previously, leaders within our three former operating groups of California, Central and Mountain managed both Construction and Materials operations within each group. This change allows us to better leverage our expertise within each reportable segment with leadership having direct oversight of their respective segment operations. As a result of the reorganization, we will no longer disclose financial information by operating group. There were no material impacts to our unaudited condensed consolidated financial statements and no changes to our reportable segments.
Due to the changes in our operational structure and the resulting changes to reporting units, we performed quantitative goodwill impairment tests, immediately before and after the reorganization, on the affected reporting units. These reporting units previously aligned with our operating group structure, but have now been combined into two reporting units, Construction and Materials. The reporting units associated with the acquisition of Lehman-Roberts Company and Memphis Stone & Gravel Company (collectively, "LRC/MSG") were not impacted by the reorganization. For each of the affected reporting units, we calculated the estimated fair value consistent with the annual impairment assessment using the discounted cash flows and market multiple methods. These tests indicated that the estimated fair values of the affected reporting units exceeded their carrying amounts with headroom in excess of 25%.
Share Repurchase Program: As announced on February 3, 2022, on February 1, 2022, the Board of Directors authorized us to purchase up to $300.0 million of our common stock at management’s discretion. During the nine months ended September 30, 2024, we repurchased 225,000 shares under this authorization. The share repurchases are included in Repurchases of common stock on the Condensed Consolidated Statements of Shareholders’ Equity and within Financing activities on the Condensed Consolidated Statement of Cash Flows. As of September 30, 2024, $218.2 million of the authorization remained available.
Seasonality: Our operations are typically affected more by weather conditions during the first and fourth quarters of our fiscal year which may alter our construction schedules and can create variability in our revenues and profitability. Therefore, the results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year.
2.  Recently Issued and Adopted Accounting Pronouncements
We closely monitor all Accounting Standards Updates issued by the Financial Accounting Standards Board and other authoritative guidance. No new accounting pronouncements were recently issued or adopted in the nine months ended September 30, 2024 that had or are expected to have a material impact on our financial statements.
3.  Acquisitions
Dickerson & Bowen, Inc.
On August 9, 2024, we completed the acquisition of Dickerson & Bowen, Inc. ("D&B") for an estimated purchase price of $124.2 million in cash, subject to customary closing adjustments. D&B is an aggregates, asphalt and highway construction company serving central and southern Mississippi which expands our footprint in that region. The buyer of D&B, Granite Southeast Company ("Granite Southeast"), is a wholly-owned subsidiary of Granite and D&B's results have been included in the Construction and Materials segments since the acquisition date. D&B’s customers are in both the public and private
10

GRANITE CONSTRUCTION INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
sectors. We have accounted for this transaction in accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations (“ASC 805”).
Preliminary Purchase Price Allocation
In accordance with ASC 805, the total purchase price and assumed liabilities were allocated to the net tangible and identifiable intangible assets based on their estimated fair values as of August 9, 2024. These estimates are subject to revision, which may result in adjustments to the values presented below. There are certain provisional estimates that are subject to finalization. As we continue to integrate the acquired business, we may obtain additional information which may result in revisions to preliminary valuation assumptions, estimates and the resulting fair values presented herein. We expect to finalize these amounts within 12 months from the acquisition date.
Based on our preliminary purchase price allocation, the net tangible and intangible assets acquired were $31.7 million and $27.7 million, respectively, resulting in acquired goodwill of $64.8 million, none of which is tax deductible. Of the acquired goodwill, $44.0 million is in the Materials segment and $20.8 million is in the Construction segment. The factors that contributed to the recognition of goodwill from the acquisition include strengthening and expanding our vertically integrated southeast home market. The most significant assets acquired were $38.1 million of property and equipment and $18.2 million of customer relationships.
Pro Forma Financial Information
The unaudited pro forma financial information in the table below summarizes the combined results of operations of Granite and D&B as though the companies had been combined as of January 1, 2023. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2023, nor does it intend to be a projection of future results.
Three Months Ended September 30,Nine Months Ended September 30,
(unaudited, in thousands, except per share amounts)
2024202320242023
Revenue$1,285,341 $1,150,402 $3,085,489 $2,657,316 
Net income attributable to Granite Construction Incorporated
$80,657 $63,352 $93,770 $28,535 
Basic net income per share attributable to common shareholders$1.85 $1.44 $2.14 $0.65 
Diluted net income per share attributable to common shareholders$1.54 $1.18 $1.78 $0.64 
These amounts have been calculated after applying Granite’s accounting policies and adjusting the results of D&B to reflect the additional depreciation and amortization that would have been recorded assuming the fair value adjustments to property and equipment and intangible assets had been applied starting on January 1, 2023. Acquisition and integration expenses related to D&B that were incurred during the nine months ended September 30, 2024 are reflected in the nine months ended September 30, 2023 due to the assumed timing of the transaction. The statutory tax rate of 26% was used for both 2024 and 2023 for the pro forma adjustments.
During the nine months ended September 30, 2024, we incurred $2.3 million of acquisition and integration expenses associated with the D&B acquisition which were primarily related to professional services.
LRC/MSG
On November 30, 2023, Granite Southeast completed the acquisition of LRC/MSG for $278.0 million, subject to customary closing adjustments, plus an estimated amount related to tax make-whole agreements with the seller. We purchased all of the outstanding equity interests in LRC/MSG and the purchase price was funded by a $150.0 million senior secured term loan, a draw of $100 million under our existing revolver and the remainder from cash on hand. Both the senior secured term loan and the draw under the revolver were fully repaid during the first half of 2024.
The acquired businesses are longstanding asphalt paving and asphalt and aggregates producers and suppliers. LRC/MSG operates strategically located asphalt plants and sand and gravel mines serving the greater Memphis area and northern Mississippi.
11

GRANITE CONSTRUCTION INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
LRC/MSG's results have been included in the Construction and Materials segments since the acquisition date. LRC/MSG’s customers are in both the public and private sectors. Revenue attributable to LRC/MSG for the three and nine months ended September 30, 2024 was $45.5 million and $105.0 million, respectively. Gross profit attributable to LRC/MSG for the three and nine months ended September 30, 2024 was $5.7 million and $5.0 million, respectively.
Purchase Price Allocation
In accordance with ASC 805, the total purchase price and assumed liabilities were allocated to the net tangible and identifiable intangible assets based on their estimated fair values as of the acquisition date, as presented in the table below.
We recorded a $22.0 million provisional estimate related to tax make-whole agreements with the seller at the time of the acquisition. In the second quarter of 2024, the former owners of LRC/MSG determined their personal tax burden related to the sale of the businesses which allowed us to finalize our tax make-whole obligation. Our obligation was $7.1 million, which was paid in June 2024.
During the nine months ended September 30, 2024, we made measurement period adjustments to reflect facts and circumstances in existence as of the acquisition date. These adjustments included a $4.6 million net increase from net working capital adjustments and a $2.2 million net decrease in the value of the net tangible and identifiable intangible assets acquired, offset by a $14.9 million decrease in the estimated obligation associated with the tax make-whole agreements noted above. The impact of these adjustments was a decrease in goodwill of $8.1 million. We paid $13.2 million during the nine months ended September 30, 2024 associated with the acquisition of LRC/MSG, which includes $6.1 million for working capital adjustments and $7.1 million for the tax make-whole obligation.
There were no material measurement period adjustments during the three months ended September 30, 2024. As of September 30, 2024, we have finalized the purchase price accounting.

The following table presents the purchase price allocation:
(in thousands)
Assets:
Cash and cash equivalents$12,798 
Receivables18,373 
Contract assets3,388 
Inventories13,738 
Other current assets1,032 
Property and equipment86,329 
Right of use assets15,539 
Other noncurrent assets3,718 
Total tangible assets154,915 
Identifiable intangible assets107,460 
Liabilities:
Accounts payable6,806 
Contract liabilities3,213 
Accrued expenses and other current liabilities10,166 
Long-term lease liabilities15,558 
Other long-term liabilities5,960 
Total liabilities assumed41,703 
Total tangible and identifiable intangible net assets acquired220,672 
Goodwill72,744 
Purchase price$293,416 
12

GRANITE CONSTRUCTION INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
Coast Mountain Resources
On April 24, 2023, we acquired Coast Mountain Resources (2020) Ltd. which changed its name to Granite Infrastructure Canada, Ltd. ("Granite Canada") on May 13, 2024. Granite Canada is a construction aggregate producer based in British Columbia, Canada operating on Malahat First Nation land. Granite Canada results are reported in the Materials segment. This acquisition did not have a material impact on our financial statements.
4.  Revisions in Estimates
Our profit recognition related to construction contracts is based on estimates of transaction price and costs to complete each project. These estimates can vary significantly in the normal course of business as projects progress, circumstances develop and evolve, and uncertainties are resolved. Changes in estimates of transaction price and costs to complete may result in the reversal of previously recognized revenue if the current estimate adversely differs from the previous estimate. In addition, the estimated or actual recovery related to estimated costs associated with unresolved affirmative claims and back charges may be recorded in future periods or may be at values below the associated cost, which can cause fluctuations in the gross profit impact from revisions in estimates.
When we experience significant revisions in our estimates, we undergo a process that includes reviewing the nature of the changes to ensure that there are no material amounts that should have been recorded in a prior period rather than as revisions in estimates for the current period. For revisions in estimates, generally we use the cumulative catch-up method for changes to the transaction price that are part of a single performance obligation. Under this method, revisions in estimates are accounted for in their entirety in the period of change. There can be no assurance that we will not experience further changes in circumstances or otherwise be required to revise our estimates in the future.
In our review of these changes for the three and nine months ended September 30, 2024 and 2023, we did not identify any material amounts that should have been recorded in a prior period.
The projects with increases from revisions in estimates, which individually had an impact of $5.0 million or more on gross profit, are summarized as follows (dollars in millions, except per share data):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Number of projects with upward estimate changes
Range of increase in gross profit from each project, net$
5.4 - 5.7
$8.6 $
5.2 - 6.2
$8.1 
Increase to project profitability, net$11.1 $8.6 $11.4 $8.1 
Increase to net income$8.5 $6.5 $8.7 $6.1 
Amounts attributable to non-controlling interests$— $— $— $3.3 
Increase to net income attributable to Granite Construction Incorporated $8.5 $6.5 $8.7 $2.8 
Increase to net income per diluted share attributable to common shareholders$0.16 $0.12 $0.17 $0.06 
The increases during the three months ended September 30, 2024 and September 30, 2023 were due to changes in the estimated amount of probable recovery on outstanding claims. In the three months ended September 30, 2024, decreases in estimated costs from mitigated risks also contributed to the increase.
The increases during the nine months ended September 30, 2024 were due to changes in the estimated amount of probable recovery on outstanding claims and changes in the estimated transaction price related to unresolved contract modifications resulting from revisions to project work plans, permitting and scheduling. The increase during the nine months ended September 30, 2023 was due to decreases in estimated costs from mitigated risks.
13

GRANITE CONSTRUCTION INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
The projects with decreases from revisions in estimates, which individually had an impact of $5.0 million or more on gross profit, are summarized as follows (dollars in millions, except per share data):
Three Months Ended September 30,Nine Months Ended
September 30,
2024202320242023
Number of projects with downward estimate changes 1 4 3 
Range of reduction in gross profit from each project, net$
$8.4 $
5.3 - 22.0
$
5.3 - 40.5
Decrease to project profitability, net$ $8.4 $44.2 $51.1 
Decrease to net income$ $6.3 $33.8 $38.3 
Amounts attributable to non-controlling interests$ $4.2 $5.4 $20.2 
Decrease to net income attributable to Granite Construction Incorporated $ $2.1 $28.5 $18.1 
Decrease to net income per diluted share attributable to common shareholders $ $0.04 $0.54 $0.41 
The decreases during the nine months ended September 30, 2024 were due to additional costs related to changes in project duration, lower productivity than originally anticipated and increased labor and materials costs. The decreases during the three and nine months ended September 30, 2023 were due to additional costs related to changes in project durations, lower productivity than originally anticipated and increased labor and materials cost.
5.  Disaggregation of Revenue
As discussed in Note 1, during the first quarter of 2024, we reorganized our operational structure to more closely align with our two reportable segments, Construction and Materials. Previously, leaders within our three former operating groups of California, Central and Mountain managed both Construction and Materials operations within each group. As a result of the reorganization, we will no longer disclose financial information by operating group and we have updated our presentation of disaggregated revenue. The prior year disaggregation of revenue amounts have been recast to conform with the current period presentation.
Revenue is disaggregated by reportable segment (see Note 18) and customer type, which we believe best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.
Customer Type
Customers in our Construction segment are predominantly in the public sector which includes certain federal agencies, state departments of transportation, local transit authorities, county and city public works departments and school districts. Our private sector customers include, but are not limited to, developers, utilities and private owners of industrial, commercial and residential sites. Customers of our Materials segment include internal usage by our own construction projects, as well as third-party customers. Based on the nature of the Materials business, it is not meaningful to disaggregate revenue by customer type.
The following table presents our revenue disaggregated by reportable segment and by customer type for the Construction segment:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2024202320242023
Construction segment revenue:
Public$828,268 $674,494 $1,944,795 $1,513,046 
Private252,437 271,204 649,077 685,481 
Total Construction segment revenue1,080,705 945,698 2,593,872 2,198,527 
Materials segment revenue194,805 171,122 436,399 376,913 
Total revenue$1,275,510 $1,116,820 $3,030,271 $2,575,440 
14

GRANITE CONSTRUCTION INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
6.  Unearned Revenue
The following table presents our unearned revenue disaggregated by customer type as of the respective periods:
(in thousands)September 30, 2024December 31, 2023
Public$3,071,044 $2,892,255 
Private813,102 704,421 
Total$3,884,146 $3,596,676 
All unearned revenue is in the Construction segment. Approximately $2.7 billion of the September 30, 2024 unearned revenue is expected to be recognized within the next twelve months and the remaining amount will be recognized thereafter.
7.  Contract Assets and Liabilities
As a result of changes in contract transaction price related to performance obligations that were satisfied or partially satisfied prior to the end of the periods, we recognized revenue of $43.3 million and $220.7 million during the three and nine months ended September 30, 2024 and $41.6 million and $131.3 million during the three and nine months ended September 30, 2023. The changes in contract transaction price for the three and nine months ended September 30, 2024 and 2023 were from items such as executed or estimated change orders and unresolved contract modifications and claims.
As of September 30, 2024 and December 31, 2023, the aggregate claim recovery estimates included in contract asset and liability balances were $88.0 million and $77.9 million, respectively.
The components of the contract asset balances as of the respective dates were as follows:
(in thousands)September 30, 2024December 31, 2023
Costs in excess of billings and estimated earnings$143,739 $100,106 
Contract retention177,914 162,881 
Total contract assets$321,653 $262,987 
As of September 30, 2024 and December 31, 2023, contract retention receivable from Brightline Trains Florida LLC represented 9.1% and 11.1%, respectively, of total contract assets. No other contract retention receivable individually exceeded 10% of total contract assets at any of the presented dates. The majority of the contract retention balance is expected to be collected within one year.
As work is performed, revenue is recognized and the corresponding contract liabilities are reduced. We recognized revenue of $16.7 million and $270.0 million during the three and nine months ended September 30, 2024, respectively, and $17.5 million and $188.6 million during the three and nine months ended September 30, 2023, respectively, that was included in the contract liability balances at December 31, 2023 and 2022, respectively.
The components of the contract liability balances as of the respective dates were as follows:
(in thousands)September 30, 2024December 31, 2023
Billings in excess of costs and estimated earnings, net of retention$279,566 $227,913 
Provisions for losses13,075 15,935 
Total contract liabilities$292,641 $243,848 
15

GRANITE CONSTRUCTION INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
8.  Receivables, net
Receivables include billed and unbilled amounts for services provided to clients for which we have an unconditional right to payment as of the end of the applicable period and generally do not bear interest. The following table presents major categories of receivables:
(in thousands)September 30, 2024December 31, 2023
Contracts completed and in progress:
Billed$367,272 $343,190 
Unbilled213,555 119,170 
Total contracts completed and in progress580,827 462,360 
Materials sales73,047 61,808 
Other80,087 76,084 
Total gross receivables733,961 600,252 
Less: allowance for credit losses943 1,547 
Total net receivables$733,018 $598,705 
Included in other receivables at September 30, 2024 and December 31, 2023 were items such as estimated recovery from back charge claims, notes receivable, fuel tax refunds and income tax refunds. Other receivables at September 30, 2024 and December 31, 2023 also included $25.0 million of working capital contributions in the form of a loan to a partner in one of our unconsolidated construction joint ventures, plus accrued interest. None of our customers had a receivable balance in excess of 10% of our total net receivables as of September 30, 2024 or December 31, 2023.
9.  Fair Value Measurement
The following tables summarize significant assets and liabilities measured at fair value in the condensed consolidated balance sheets on a recurring basis for each of the fair value levels (in thousands):
Fair Value Measurement at Reporting Date Using
September 30, 2024Level 1Level 2Level 3Total
Cash equivalents:
Money market funds$56,314 $ $ $56,314 
Total assets$56,314 $ $ $56,314 
Accrued and other current liabilities:
Crude oil swaps$ $363 $ $363 
Heating oil swaps 801  801 
Diesel collars 267  267 
Total liabilities$ $1,431 $ $1,431 
December 31, 2023
Cash equivalents:
Money market funds$101,275 $ $ $101,275 
Total assets$101,275 $ $ $101,275 
Accrued and other current liabilities:
Interest rate swap$ $126 $ $126 
Heating oil swaps 153  153 
Diesel collars 802  802 
Total liabilities$ $1,081 $ $1,081 
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Interest Rate Swap
In connection with entering into Amendment No. 2 to the Fourth Amended and Restated Credit Agreement, as amended (the "Credit Agreement") in November 2023, we entered into an interest rate swap designated as a cash flow hedge with an initial notional amount of $75.0 million and an effective date of December 2023 and a maturity date of June 2027. In conjunction with the payoff of our term loan in June 2024, the interest rate swap was terminated resulting in a gain of $1.4 million.
Commodity Derivatives
In 2023, we entered into collar contracts and commodity swaps to reduce our price exposure on diesel consumption and heating oil consumption, respectively. The collars and swaps were not designated as hedges and will be treated as mark-to-market derivative instruments through their maturity dates. The financial statement impact of the collar contracts and commodity swaps for the three and nine months ended September 30, 2024 and 2023 was immaterial.
In April 2024 and December 2022, we entered into commodity swaps designated as cash flow hedges to reduce our price exposure on crude oil with a notional amount of $1.8 million and $7.0 million, respectively, and maturity dates of October 31, 2024 and October 31, 2023, respectively. The financial statement impact of these swaps during the three and nine months ended September 30, 2024 and 2023 was immaterial.
Other Assets and Liabilities
The carrying values and estimated fair values of financial instruments that are not required to be recorded at fair value in the condensed consolidated balance sheets were as follows:
September 30, 2024December 31, 2023
(in thousands)Fair Value HierarchyCarrying ValueFair
Value
Carrying ValueFair
Value
Assets:
Held-to-maturity marketable securities (1)Level 1$10,147 $10,119 $35,863 $35,357 
Liabilities (including current maturities):
3.25% Convertible Notes (2)
Level 2$373,750 $458,074 $ $ 
3.75% Convertible Notes (2)
Level 2$373,750 $674,301 $373,750 $475,601 
2.75% Convertible Notes (2)
Level 2$ $ $31,338 $51,045 
Credit Agreement - Term Loan (2)Level 3$ $ $150,000 $153,585 
Credit Agreement - Revolver (2)Level 3$ $ $100,000 $102,317 
(1) All marketable securities were classified as held-to-maturity and consisted of U.S. Government and agency obligations as of September 30, 2024 and December 31, 2023.
(2) The fair values of our our 3.25% convertible senior notes due 2030 (the "3.25% Convertible Notes"), our 3.75% convertible senior notes due 2028 (the "3.75% Convertible Notes") and our 2.75% convertible senior notes due 2024 (the "2.75% Convertible Notes") are based on the median price of the notes in an active market. The fair value of the Credit Agreement is based on borrowing rates available to us for long-term loans with similar terms, average maturities, and credit risk. See Note 14 for more information about our convertible notes and the Credit Agreement.
During the nine months ended September 30, 2024 and 2023, we had no material nonfinancial asset or liability fair value adjustments.
10.  Construction Joint Ventures
We participate in various construction joint ventures. We have determined that certain of these joint ventures are consolidated because they are variable interest entities (“VIEs”) and we are the primary beneficiary. We continually evaluate whether there are changes in the status of the VIEs or changes to the primary beneficiary designation of the VIE. Based on our assessments during the three and nine months ended September 30, 2024, we determined no change was required for existing joint ventures.
Due to the joint and several nature of the performance obligations under the related owner contracts, if any of our partners fail to perform, we and the remaining partners, if any, would be responsible for performance of the outstanding work (i.e., we provide a performance guarantee). We are not able to estimate amounts that may be required beyond the current remaining forecasted cost of the work to be performed. These forecasted costs could be offset by billings to the customer or
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by proceeds from our partners’ corporate and/or other guarantees. See Note 13 for disclosure of the performance guarantee amounts recorded in the condensed consolidated balance sheets.
Consolidated Construction Joint Ventures (“CCJVs”)
As of September 30, 2024, we were engaged in ten active CCJV projects. Our proportionate share of the equity in these joint ventures was between 50.0% and 70.0%. During the three and nine months ended September 30, 2024 and 2023, total revenue from CCJVs was $101.3 million, $265.1 million, $91.2 million, and $223.3 million, respectively. During the nine months ended September 30, 2024 and 2023, CCJVs provided $33.0 million and used $36.8 million of operating cash flows, respectively. As of September 30, 2024, our share of revenue remaining to be recognized on these CCJVs was $375.8 million and ranged from $1.3 million to $140.1 million by project.
Unconsolidated Construction Joint Ventures
As of September 30, 2024, we were engaged in five active unconsolidated construction joint venture projects. Our proportionate share of the equity in these unconsolidated construction joint ventures ranged from 30.0% to 50.0%. As of September 30, 2024, our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was $31.4 million and ranged from $0.7 million to $24.6 million by project.
The following is summary financial information related to unconsolidated construction joint ventures:
(in thousands)September 30, 2024December 31, 2023
Assets:
Cash, cash equivalents and marketable securities$113,587 $117,962 
Other current assets (1)599,976 666,536 
Noncurrent assets37,036 52,580 
Less: partners’ interest520,025 574,723 
Granite’s interest (1),(2)$230,574 $262,355 
Liabilities:
Current liabilities$152,481 $191,175 
Less: partners’ interest and adjustments (3)61,493 85,131 
Granite’s interest$90,988 $106,044 
Equity in construction joint ventures (4)$139,586 $156,311 
(1) Included in this balance and in accrued expenses and other current liabilities on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 was $57.8 million related to performance guarantees (see Note 13).
(2) Included in this balance as of September 30, 2024 and December 31, 2023 was $68.4 million and $66.6 million, respectively, related to Granite’s share of estimated cost recovery of customer affirmative claims. In addition, this balance included $1.7 million related to Granite’s share of estimated recovery of back charge claims as of September 30, 2024 and December 31, 2023, respectively.
(3) Partners’ interest and adjustments includes amounts to reconcile total net assets as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast differences.
(4) Included in this balance and in accrued expenses and other current liabilities on our condensed consolidated balance sheets was $4.5 million and $14.9 million as of September 30, 2024 and December 31, 2023, respectively, related to deficits in unconsolidated construction joint ventures, which includes provisions for losses.
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(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2024202320242023
Revenue:
Total$15,996 $(18,391)$46,361 $44,994 
Less: partners’ interest and adjustments (1)8,206 (34,395)21,148 4,625 
Granite’s interest$7,790 $16,004 $25,213 $40,369 
Cost of revenue:
Total$23,462 $(10,607)$69,559 $74,328 
Less: partners’ interest and adjustments (1)13,756 (18,143)42,132 38,173 
Granite’s interest$9,706 $7,536 $27,427 $36,155 
Granite’s interest in gross profit (loss)$(1,916)$8,468 $(2,214)$4,214 
Net Income (Loss):
Total$(5,667)$(7,514)$(17,766)$(27,742)
Less: partners’ interest and adjustments (1)(4,264)(16,054)(17,115)(32,277)
Granite’s interest in net income (loss) (2)$(1,403)$8,540 $(651)$4,535 
(1)Partners’ interest and adjustments includes amounts to reconcile total revenue and total cost of revenue as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast and/or actual differences.
(2)These joint venture net income amounts exclude our corporate overhead required to manage the joint ventures and include taxes only to the extent the applicable states have joint venture level taxes.
11.  Investments in Affiliates
Our investments in affiliates balance consists of equity method investments in the following types of entities:
(in thousands)September 30, 2024December 31, 2023
Foreign$72,790 $68,407 
Real estate4,522 7,136 
Asphalt terminal17,609 17,367 
Total investments in affiliates$94,921 $92,910 
The following table provides summarized balance sheet information for our affiliates accounted for under the equity method on a combined basis:
(in thousands)September 30, 2024December 31, 2023
Current assets$205,698 $204,897 
Noncurrent assets131,912 159,694 
Total assets$337,610 $364,591 
Current liabilities$74,533 $81,899 
Long-term liabilities (1)45,156 54,591 
Total liabilities$119,689 $136,490 
Net assets$217,921 $228,101 
Granite’s share of net assets$94,921 $92,910 
(1)This balance is primarily related to local bank debt for equipment purchases and debt associated with our real estate investments.
Of the $337.6 million of total affiliate assets as of September 30, 2024, we had investments in two real estate entities with total assets of $34.1 million, our foreign affiliates had total assets of $262.1 million and the asphalt terminal entity had total assets of $41.4 million. As of September 30, 2024 and December 31, 2023, all of the investments in real estate affiliates were in residential real estate in Texas. As of September 30, 2024, our percent ownership in the real estate entities ranged from 10% to 25%. We have direct and indirect investments in our foreign affiliates, and our percent ownership in foreign
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affiliates ranged from 25% to 50% as of September 30, 2024. Our percent ownership in the asphalt terminal entity was 50% as of September 30, 2024.
12.  Property and Equipment, net
Balances of major classes of assets and total accumulated depreciation and depletion are included in property and equipment, net in the condensed consolidated balance sheets as follows:
(in thousands)September 30, 2024December 31, 2023
Equipment and vehicles$1,203,487 $1,140,195 
Quarry property253,864 251,922 
Land and land improvements129,047 105,872 
Buildings and leasehold improvements114,019 102,676 
Office furniture and equipment74,841 72,098 
Property and equipment$1,775,258 $1,672,763 
Less: accumulated depreciation and depletion1,055,580 1,009,899 
Property and equipment, net$719,678 $662,864 
13.  Accrued Expenses and Other Current Liabilities
(in thousands)September 30, 2024December 31, 2023
Accrued insurance$89,252 $81,936 
Deficits in unconsolidated construction joint ventures4,511 14,921 
Payroll and related employee benefits116,143 105,418 
Performance guarantees57,849 57,849 
Short-term lease liabilities18,612 16,826 
Other74,743 60,790 
Total$361,110 $337,740 
Other includes dividends payable, warranty reserves, asset retirement obligations, remediation reserves and other miscellaneous accruals, none of which were greater than 5% of total current liabilities at any of the presented dates. At December 31, 2023, the "other" balance above included the estimated LRC/MSG tax make-whole liability (see Note 3) which was finalized and paid in June 2024.
14.  Long-Term Debt and Credit Arrangements
(in thousands)September 30, 2024December 31, 2023
3.25% Convertible Notes
$373,750 $ 
3.75% Convertible Notes
373,750 373,750 
2.75% Convertible Notes
 31,338 
Credit Agreement - Term Loan  150,000 
Credit Agreement - Revolver 100,000 
Debt issuance costs and other(8,943)(375)
Total debt$738,557 $654,713 
Less: current maturities1,099 39,932 
Total long-term debt$737,458 $614,781 
Credit Agreement
In June 2022, we entered into the Credit Agreement which matures on June 2, 2027. The Credit Agreement consisted of a $350.0 million senior secured, five-year revolving credit facility (the “Revolver”), including an accordion feature allowing us to increase borrowings up to the greater of (a) $200.0 million and (b) 100% of twelve-month trailing consolidated EBITDA, subject to lender approval. The Credit Agreement includes a $150.0 million sublimit for letters of credit ($75.0
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(Unaudited)
million for financial letters of credit) and a $20.0 million sublimit for swingline loans. In May 2023, we entered into Amendment No. 1 to the Credit Agreement ("Amendment No. 1"). Amendment No. 1 amended the Credit Agreement to, among other things, permit us to exchange our 2.75% Convertible Notes for cash and shares of our common stock and to clarify that (i) the issuance of the 3.75% Convertible Notes was permitted under the terms of the Credit Agreement and (ii) that a Swap Contract (as defined in the Credit Agreement) does not include any Permitted Call Spread Transaction (as defined in the Credit Agreement).
In November 2023, we entered into Amendment No. 2 to the Credit Agreement ("Amendment No. 2") which amended the Credit Agreement to, among other things, provide for a $150.0 million senior secured term loan (the “Term Loan”), which was fully drawn on closing to fund the LRC/MSG acquisition. The Term Loan was scheduled to mature on June 2, 2027 and amortize 5% per year, payable in quarterly installments beginning in the first quarter of 2024. The Term Loan was fully repaid with the net proceeds from our 3.25% Convertible Notes in the second quarter of 2024.
We may borrow on the Revolver, at our option, at either (a) the Secured Overnight Financing Rate (“SOFR”) term rate plus a credit adjustment spread plus applicable margin ranging from 1.0% to 2.0%, or (b) a base rate plus an applicable margin ranging from zero to 1.0%. The applicable margin is based on our Consolidated Leverage Ratio (as defined in our Credit Agreement), calculated quarterly. As of September 30, 2024, the total unused availability under the Credit Agreement was $333.5 million, resulting from $16.5 million in issued and outstanding letters of credit and nothing drawn under the Revolver. The letters of credit had expiration dates between November 2024 and December 2027.
3.25% Convertible Notes
On June 11, 2024, we issued $373.8 million aggregate principal amount of our 3.25% Convertible Notes. The 3.25% Convertible Notes bear interest at a rate of 3.25% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2024. The 3.25% Convertible Notes mature on June 15, 2030, unless earlier converted, redeemed or repurchased. Prior to the close of business on the business day immediately preceding December 15, 2029, the 3.25% Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods. Thereafter, the 3.25% Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding their maturity date.
The 3.25% Convertible Notes have an initial conversion rate of 12.8398 shares of our common stock per $1,000 principal amount of the 3.25% Convertible Notes, which is equivalent to an initial conversion price of approximately $77.88 per share of our common stock, subject to adjustment if certain events occur. Upon conversion, we will settle the principal amount of the 3.25% Convertible Notes in cash, and any conversion premium in excess of the principal amount in cash, or a combination of cash and shares of common stock, at our election.
In addition, upon the occurrence of a “fundamental change” as defined in the indenture governing the 3.25% Convertible Notes, holders may require us to repurchase for cash all or any portion of their 3.25% Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 3.25% Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. If certain corporate events that constitute a “make-whole fundamental change” as set forth in the indenture governing the 3.25% Convertible Notes occur prior to the maturity date of the 3.25% Convertible Notes or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 3.25% Convertible Notes in connection with such event or notice of redemption.
We will not be able to redeem the 3.25% Convertible Notes prior to June 21, 2027. On or after June 21, 2027, we will be able to redeem for cash all or any portion of the 3.25% Convertible Notes, at our option, if the last reported sale price of Granite’s common stock is equal to or greater than 130% of the conversion price for a specified period of time at a redemption price equal to 100% of the principal amount of the 3.25% Convertible Notes to be redeemed, plus accrued but unpaid interest to, but excluding, the redemption date. The indenture governing the 3.25% Convertible Notes contains customary events of default. In the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, with respect to us or our significant subsidiaries, all outstanding 3.25% Convertible Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, then the trustee or the holders of at least 25% in aggregate principal amount of the 3.25% Convertible Notes then outstanding may declare the 3.25% Convertible Notes due and payable immediately.
The net proceeds from the sale of the 3.25% Convertible Notes were approximately $365.0 million, after deducting the initial purchasers’ discount. We used approximately $46.0 million of the net proceeds from the 3.25% Convertible Notes offering to pay the cost of entering into capped call transactions in connection with the 3.25% Convertible Notes. In addition, we paid approximately $57.6 million of the net proceeds from the 3.25% Convertible Notes offering to
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repurchase approximately $30.2 million in aggregate principal amount of our 2.75% Convertible Notes in separate and individually negotiated transactions entered into concurrently with the pricing of the offering; repaid amounts outstanding under our Term Loan of $148.1 million; repurchased $13.3 million of shares under our authorized share repurchase program; with the remainder of the net proceeds available for general corporate purposes, which may include acquisitions.
2024 Capped Call Transactions
In June 2024, we entered into privately negotiated capped call transactions in connection with the offering of the 3.25% Convertible Notes (the "2024 capped call transactions"). The 2024 capped call transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of the 3.25% Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 3.25% Convertible Notes, as the case may be. If, however, the market price per share of our common stock, as measured under the terms of the 2024 capped call transactions, exceeds the cap price of $119.82 of the 2024 capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such cash payments, in each case, to the extent that such market price exceeds the cap price of the 2024 capped call transactions.
3.75% Convertible Notes
On May 11, 2023, we issued $373.8 million aggregate principal amount of our 3.75% Convertible Notes. The 3.75% Convertible Notes bear interest at a rate of 3.75% per annum payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2023 and mature on May 15, 2028, unless earlier converted, redeemed or repurchased. Prior to the close of business on the business day immediately preceding November 15, 2027, the 3.75% Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods. Thereafter, the 3.75% Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
The initial conversion rate applicable to the 3.75% Convertible Notes is 21.6807 shares of our common stock per $1,000 principal amount of the 3.75% Convertible Notes, which is equivalent to an initial conversion price of approximately $46.12 per share of our common stock, subject to adjustment if certain events occur. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. In addition, upon the occurrence of a “fundamental change” as defined in the indenture governing the 3.75% Convertible Notes, holders may require us to repurchase for cash all or any portion of their 3.75% Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 3.75% Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. If certain corporate events that constitute a “make-whole fundamental change” as set forth in the indenture governing the 3.75% Convertible Notes occur prior to the maturity date of the 3.75% Convertible Notes or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 3.75% Convertible Notes in connection with such event or notice of redemption.
We will not be able to redeem the 3.75% Convertible Notes prior to May 20, 2026. On or after May 20, 2026, we have the option to redeem for cash all or any portion of the 3.75% Convertible Notes if the last reported sale price of our common stock is equal to or greater than 130% of the conversion price for a specified period of time at a redemption price equal to 100% of the principal amount of the 3.75% Convertible Notes to be redeemed, plus any accrued but unpaid interest to, but excluding, the redemption date. The indenture governing the 3.75% Convertible Notes contains customary events of default. In the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, with respect to us or our significant subsidiaries, all outstanding 3.75% Convertible Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, then the trustee or the holders of at least 25% in aggregate principal amount of the 3.75% Convertible Notes then outstanding may declare the 3.75% Convertible Notes due and payable immediately.
The net proceeds from the sale of the 3.75% Convertible Notes were approximately $364.4 million, after deducting the initial purchasers’ discount. We used approximately $53.0 million of the net proceeds from the offering to pay the cost of the 2023 capped call transactions (as described below). In addition, we used approximately $198.8 million of the net proceeds and issued 1,390,500 shares of Granite common stock in exchange for approximately $198.7 million aggregate principal amount of our 2.75% Convertible Notes concurrent with the offering in separate and individually negotiated transactions (the "Exchange Transaction"). In connection with the Exchange Transaction, we entered into partial unwind agreements (the "Unwind Agreements") with certain financial institutions to unwind a portion of the convertible note hedge and warrant transactions entered into in connection with the offering of the 2.75% Convertible Notes. Pursuant to the Unwind Agreements, we received 1,390,516 shares of our common stock (and cash in lieu of any fractional shares) in
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respect of the unwind of the portion of the existing convertible note hedge transactions that correspond to the 2.75% Convertible Notes that were exchanged in the Exchange Transaction described above and paid $13.2 million in cash in respect of the unwind of the portion of the existing warrant transactions that correspond to the 2.75% Convertible Notes that were exchanged in the Exchange Transaction described above.
2023 Capped Call Transactions
In May 2023, we entered into capped call transactions (the "2023 capped call transactions") in connection with the offering of the 3.75% Convertible Notes. The 2023 capped call transactions are expected generally to reduce the potential dilution to our common stock upon conversion of the 3.75% Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 3.75% Convertible Notes, as the case may be. If, however, the market price per share of our common stock, as measured under the terms of the 2023 capped call transactions, exceeds the cap price of $79.83 of the 2023 capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such cash payments, in each case, to the extent that such market price exceeds the cap price of the 2023 capped call transactions.
2.75% Convertible Notes
The 2.75% Convertible Notes were issued in November 2019 in an aggregate principal amount of $230.0 million, with an interest rate of 2.75% and a maturity date of November 1, 2024, unless earlier converted, redeemed or repurchased.
In June 2024, we called the 2.75% Convertible Notes for redemption. As of September 30, 2024, no 2.75% Convertible Notes remained outstanding.
Covenants and Events of Default
Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below. Our failure to comply with these covenants would constitute an event of default under the Credit Agreement. Additionally, the 3.25% Convertible Notes and 3.75% Convertible Notes are governed by the terms and conditions of their respective indentures. Our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 3.25% Convertible Notes, our 3.75% Convertible Notes or our Credit Agreement would constitute an event of default under the 3.25% Convertible Notes indenture, the 3.75% Convertible Notes indenture or the Credit Agreement. A default under our Credit Agreement could result in (i) us no longer being entitled to borrow under such facility; (ii) termination of such facility; (iii) the requirement that any letters of credit under such facility be cash collateralized; (iv) acceleration of amounts owed under the Credit Agreement; and/or (v) foreclosure on any collateral securing the obligations under such facility. A default under the 3.25% Convertible Notes indenture or the 3.75% Convertible Notes indenture could result in acceleration of the maturity of the notes.
The most significant financial covenants under the terms of our Credit Agreement require the maintenance of a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio. As of September 30, 2024, we were in compliance with all covenants contained in the Credit Agreement. We are not aware of any non-compliance by any of our unconsolidated real estate entities with the covenants contained in their debt agreements.
Debt Issuance Costs
During the three and nine months ended September 30, 2024, we recorded $0.9 million and $3.0 million, respectively, of amortization related to debt issuance costs. We also capitalized $10.3 million in third party offering costs related to the issuance of the 3.25% Convertible Notes. These debt issuance costs will be amortized over the expected life of the 3.25% Convertible Notes.
During the three and nine months ended September 30, 2023, we recorded $0.6 million and $3.0 million, respectively, of amortization related to debt issuance costs. This included $1.7 million of accelerated amortization of debt issuance costs associated with the 2.75% Convertible Notes that were repaid and are included in the loss on debt extinguishment. We also capitalized $10.0 million in third party offering costs related to the issuance of the 3.75% Convertible Notes. These debt issuance costs will be amortized over the expected life of the 3.75% Convertible Notes.
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15.  Weighted Average Shares Outstanding and Net Income Per Share
The following table presents a reconciliation of the weighted average shares of common stock used in calculating basic and diluted net income per share as well as the calculation of basic and diluted net income per share:
Three Months Ended September 30,Nine Months Ended
September 30,
(in thousands, except per share amounts)2024202320242023
Numerator
Net income attributable to common shareholders for basic earnings per share$78,951 $57,624 $84,863 $17,601 
Add: Interest expense related to Convertible Notes (1)3,064 3,209 9,196  
Net income attributable to common shareholders for diluted earnings per share$82,015 $60,833 $94,059 $17,601 
Denominator
Weighted average common shares outstanding, basic43,69643,924 43,91443,861 
Add: Dilutive effect of RSUs567 589 568 586 
Add: Dilutive effect of Convertible Notes (1)8,103 9,099 8,103  
Weighted average common shares outstanding, diluted52,36653,612 52,58544,447 
Net income per share, basic$1.81 $1.31 $1.93 $0.40 
Net income per share, diluted$1.57 $1.13 $1.79 $0.40 
(1) The dilutive effect of the convertible notes was determined using the if-converted method. As the 3.75% Convertible Notes will be convertible into cash, shares of our common stock or a combination thereof, at our election, the 3.75% Convertible Notes are assumed to be converted into common stock at the beginning of the reporting period, and the resulting shares are included in the denominator of the calculation. In addition, interest charges, net of any income tax effects are added back to the numerator of the calculation. For the 3.25% Convertible Notes, we are required to settle the principal amount in cash and any conversion premium in excess of the principal amount in cash, shares of common stock, or a combination of cash and shares of common stock, at our election. As such, the 3.25% Convertible Notes only have an impact on diluted earnings per share when the average share price of our common stock exceeds the conversion price.
For the nine months ended September 30, 2023, interest expense related to convertible notes of $6.9 million and the potential dilution from the convertible notes converting into 9.1 million shares of common stock have been excluded from the calculation of diluted earnings per share, as their inclusion would have been anti-dilutive.
In connection with the issuance of the 3.25% Convertible Notes and 3.75% Convertible Notes, we entered into the 2024 capped call transactions and 2023 capped call transactions, respectively, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive.
16.  Income Taxes
The following table presents the provision for income taxes for the respective periods:
Three Months Ended September 30,Nine Months Ended
September 30,
(dollars in thousands)2024202320242023
Provision for income taxes$25,469 $22,423 $36,636 $21,978 
Effective tax rate23.3 %28.1 %28.2 %73.6 %
Our effective tax rate for the three months ended September 30, 2024 is lower than the prior year due to tax expense recognized in the third quarter of 2023 associated with recording a non-deductible goodwill impairment and valuation allowances on certain foreign net operating losses. Our effective rate for the nine months ended September 30, 2024 is lower than the prior year primarily due to incurring less nondeductible debt extinguishment costs in 2024 than 2023 as well as the tax expense associated with the goodwill impairment and valuation allowances recorded in the third quarter of 2023.
24

GRANITE CONSTRUCTION INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
17.  Contingencies - Legal Proceedings
Liabilities relating to legal proceedings and government inquiries, to the extent that we have concluded such liabilities are probable and the amounts of such liabilities are reasonably estimable, are recorded in the consolidated balance sheets. Disclosure is required when a material loss is probable but not reasonably estimable, a material loss is reasonably possible but not probable, or when it is reasonably possible that the amount of a loss will exceed the amount recorded. The total liabilities recorded in our condensed consolidated balance sheets for legal proceedings and government inquiries were immaterial as of September 30, 2024 and December 31, 2023.
It is possible that future developments in our legal proceedings and inquiries could require us to (i) adjust or reverse existing accruals, or (ii) record new accruals that we did not originally believe to be probable or that could not be reasonably estimated. Such changes could be material to our financial condition, results of operations and/or cash flows in any particular reporting period.
Ordinary Course Legal Proceedings
In the ordinary course of business, we and our affiliates are involved in various legal proceedings alleging, among other things, liability issues or breach of contract or tortious conduct in connection with the performance of services and/or materials provided, the various outcomes of which often cannot be predicted with certainty. For information on our accounting policies regarding affirmative claims and back charges that we are party to in the ordinary course of business, see Note 1 of our Annual Report. We and our affiliates are also subject to government inquiries in the ordinary course of business seeking information concerning our compliance with government construction contracting requirements and various laws and regulations, the outcomes which often cannot be predicted with certainty.
Some of the matters in which we or our joint ventures and affiliates are involved may involve compensatory, punitive, or other claims or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that are not probable to be incurred or cannot currently be reasonably estimated. In addition, in some circumstances our government contracts could be terminated, we could be suspended, debarred or incur other administrative penalties or sanctions, or payment of our costs could be disallowed. While any of our pending legal proceedings may be subject to early resolution as a result of our ongoing efforts to resolve the proceedings, whether or when any legal proceeding will be resolved is neither predictable nor guaranteed.
18.  Reportable Segment Information
Our reportable segments are the same as our operating segments and correspond with how our chief operating decision maker, or decision-making group (our “CODM”), regularly reviews financial information to allocate resources and assess performance. We identified our CODM as our Chief Executive Officer and our Chief Operating Officer. Our reportable segments are: Construction and Materials.
25

GRANITE CONSTRUCTION INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
Summarized segment information is as follows (in thousands):
Three months ended September 30,ConstructionMaterialsTotal
2024
Total revenue from reportable segments$1,080,705 $297,398 $1,378,103 
Elimination of intersegment revenue (102,593)(102,593)
Revenue from external customers$1,080,705 $194,805 $1,275,510 
Gross profit$170,685 $32,264 $202,949 
Depreciation, depletion and amortization$16,979 $11,685 $28,664 
2023
Total revenue from reportable segments$945,698 $245,060 $1,190,758 
Elimination of intersegment revenue (73,938)(73,938)
Revenue from external customers$945,698 $171,122 $1,116,820 
Gross profit$137,162 $29,481 $166,643 
Depreciation, depletion and amortization$11,239 $7,431 $18,670 
Nine Months Ended September 30,ConstructionMaterialsTotal
2024
Total revenue from reportable segments$2,593,872 $625,570 $3,219,442 
Elimination of intersegment revenue (189,171)(189,171)
Revenue from external customers$2,593,872 $436,399 $3,030,271 
Gross profit$362,885 $59,060 $421,945 
Depreciation, depletion and amortization$44,183 $33,079 $77,262 
Segment assets as of period end$604,257 $646,654 $1,250,911 
2023
Total revenue from reportable segments$2,198,527 $523,813 $2,722,340 
Elimination of intersegment revenue (146,900)(146,900)
Revenue from external customers$2,198,527 $376,913 $2,575,440 
Gross profit$253,021 $49,067 $302,088 
Depreciation, depletion and amortization$31,232 $20,644 $51,876 
Segment assets as of period end$449,354 $421,766 $871,120 
A reconciliation of segment gross profit to consolidated income before income taxes is as follows:
Three Months Ended September 30,Nine Months Ended
September 30,
(in thousands)2024202320242023
Total gross profit from reportable segments$202,949 $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)
Total other (income) expense, net(5,148)(6,101)16,791 29,573 
Income before income taxes$109,446 $79,919 $130,028 $29,856 
26

Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 (our "Annual Report") and the unaudited condensed consolidated financial statements and the accompanying notes thereto included herein.
Forward-Looking Disclosure
From time to time, Granite makes certain comments and disclosures in reports and statements, including in this Quarterly Report on Form 10-Q, or statements made by its officers or directors, that are not based on historical facts, including statements regarding future events, occurrences, circumstances, strategy, activities, performance, outlook, outcomes, guidance, capital expenditures, committed and awarded projects, results and strategic actions, that may 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,” and the negatives thereof or other comparable terminology or by the context in which they are made. In addition, other written or oral statements that constitute forward-looking statements have been made and may in the future be made by or on behalf of Granite. These forward-looking statements are estimates reflecting the best judgment of senior management and reflect our current expectations regarding future events, occurrences, circumstances, strategy, activities, performance, outlook, outcomes, guidance, capital expenditures, committed and awarded projects, results, and strategic actions. 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 more specifically described in our Annual Report under “Item 1A. Risk Factors.” 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 Quarterly Report on Form 10-Q and, except as required by law, we undertake no obligation to revise or update any forward-looking statements for any reason.
Overview
We deliver infrastructure solutions for public and private clients primarily in the United States. We are one of the largest diversified construction and construction materials companies in the United States. Within the public sector, we primarily concentrate on infrastructure projects, including the construction of streets, roads, highways, mass transit facilities, airport infrastructure, bridges, dams, power-related facilities, utilities, tunnels, water well drilling and other infrastructure-related projects. Within the private sector, we perform various services such as site preparation, mining services and infrastructure services for commercial and industrial sites, railways, residential development, energy development, as well as provide construction management professional services.
The five primary economic drivers of our business are (i) the overall health of the U.S. economy including access to resources (labor, supplies and subcontractors); (ii) federal, state and local public funding levels; (iii) population growth resulting in public and private development; (iv) the need to build, replace or repair aging infrastructure; and (v) the pricing of certain commodity related products. Changes in these drivers can either reduce our revenues and/or gross profit margins or provide opportunities for revenue growth and gross profit margin improvement.
During the first quarter of 2024, we reorganized our operational structure to more closely align with our two reportable segments, Construction and Materials. Previously, leaders within our three former operating groups of California, Central and Mountain managed both Construction and Materials operations within each group. This change allows us to better leverage our expertise within each reportable segment with leadership having direct oversight of their respective segment operations. As a result of the reorganization, we will no longer disclose financial information by operating group. There were no material impacts to our unaudited condensed consolidated financial statements and no changes to our reportable segments.
Current Economic Environment and Outlook
Funding for our public work projects, which account for approximately 80% of our portfolio, is dependent on federal, state, regional and local revenues. At the federal level, the continued rollout of the $1.2 trillion Infrastructure Investment and Jobs Act (“IIJA”) has increased federal highway, bridge and transit funding to its highest level in more than six decades with $550 billion in incremental funding over five years. The increased multi-year spending commitment has improved the programming visibility for state and local governments and has driven an increase in project lettings starting in 2023 that is continuing in 2024 and we believe will carry into 2025 and beyond.
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At state, regional and local levels, voter-approved state and local transportation measures continue to support infrastructure spending. While each market is unique, we see a strong funding environment at the state and local levels aided by the IIJA. In California, our top revenue-generating state, despite overall budgetary concerns, a significant part of the state infrastructure spend is funded through Senate Bill 1 (SB-1), the Road Repair and Accountability Act of 2017, a 10-year, $54.2 billion program, which may only be used for transportation-related purposes, without any sunset provisions.
Over the recent years, inflation, supply chain and labor constraints have had a significant impact on the global economy including the construction industry in the United States. While it is impossible to fully eliminate the impact of these factors, we have applied proactive measures such as fixed forward purchase contracts of oil related inputs, energy surcharges, and adjustment of project schedules for constraints related to construction materials such as concrete. While we actively work to mitigate the impacts of oil price inflation, further price increases may adversely impact us in the future.
Our Committed and Awarded Projects (“CAP”) balance continues to be strong at $5.6 billion at the end of the third quarter of 2024. Our CAP is supported by a positive public funding environment and resilient private market which we believe will provide further opportunities for continued CAP growth.
Acquisitions
On August 9, 2024, we acquired Dickerson & Bowen, Inc. ("D&B"). D&B is an aggregates, asphalt, and highway construction company serving central and southern Mississippi.
On November 30, 2023, we acquired Lehman-Roberts Company and Memphis Stone & Gravel Company (collectively, "LRC/MSG"). LRC/MSG operates strategically located asphalt plants and sand and gravel mines serving the greater Memphis area and northern Mississippi.
On April 24, 2023, we acquired Coast Mountain Resources (2020) Ltd. which changed its name to Granite Infrastructure Canada, Ltd. ("Granite Canada") on May 13, 2024. Granite Canada is a construction aggregate producer based in British Columbia, Canada operating on Malahat First Nation land.
The results of operations of these businesses are included in our consolidated financial statements from the dates of acquisition, which impacts comparability to the applicable prior periods.
See Note 3 of “Notes to the Condensed Consolidated Financial Statements” for further information.
Results of Operations
Our operations are typically affected more by inclement weather conditions during the first and fourth quarters of our fiscal year which may alter our construction schedules and can create variability in our revenues and profitability. Therefore, the results of operations of a given quarter are not indicative of the results to be expected for the full year.
The following table presents a financial summary for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,Nine Months Ended
September 30,
(in thousands)2024202320242023
Total revenue$1,275,510 $1,116,820 $3,030,271 $2,575,440 
Gross profit$202,949 $166,643 $421,945 $302,088 
Selling, general and administrative expenses$91,650 $74,794 $249,695 $212,479 
Other costs, net$8,543 $19,843 $29,778 $37,973 
Operating income$104,298 $73,818 $146,819 $59,429 
Total other (income) expense, net$(5,148)$(6,101)$16,791 $29,573 
Amount attributable to non-controlling interests$(5,026)$128 $(8,529)$9,723 
Net income attributable to Granite Construction Incorporated$78,951 $57,624 $84,863 $17,601 
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Revenue
Total Revenue by Segment
Three Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2024202320242023
Construction$1,080,705 84.7 %$945,698 84.7 %$2,593,872 85.6 %$2,198,527 85.4 %
Materials194,805 15.3 171,122 15.3 436,399 14.4 376,913 14.6 
Total$1,275,510 100.0 %$1,116,820 100.0 %$3,030,271 100.0 %$2,575,440 100.0 %
Construction Revenue
Three Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2024202320242023
Public$828,268 76.6 %$674,494 71.3 %$1,944,795 75.0 %$1,513,046 68.8 %
Private252,437 23.4 271,204 28.7 649,077 25.0 685,481 31.2 
Total$1,080,705 100.0 %$945,698 100.0 %$2,593,872 100.0 %$2,198,527 100.0 %
Construction revenue for the three and nine months ended September 30, 2024 increased by $135.0 million and $395.3 million, or 14.3% and 18.0%, respectively, when compared to 2023, primarily due to higher levels of CAP, more favorable weather conditions early in 2024 and revenue from acquired businesses. Our acquired businesses contributed $41.5 million and $77.1 million of construction revenue during the three and nine months ended September 30, 2024, respectively.
Materials Revenue
Materials revenue for the three and nine months ended September 30, 2024 increased by $23.7 million and $59.5 million, or 13.8% and 15.8%, respectively, when compared to 2023. These increases were primarily driven by increases in revenue from newly acquired businesses of $20.8 million and $46.9 million in the three and nine months ended September 30, 2024, respectively, in addition to higher asphalt and aggregate sales prices which offset decreased asphalt volumes.
Committed and Awarded Projects
CAP consists of two components: (1) unearned revenue and (2) other awards. Unearned revenue includes the 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. We generally include a project in unearned revenue at the time a contract is awarded, the contract has been executed and to the extent we believe funding is probable. Contract options and task orders are included in unearned revenue when exercised or issued, respectively. Certain government contracts where funding is appropriated on a periodic basis are included in unearned revenue at the time of the award when it is probable the contract value will be funded and executed.
Other awards include the general construction portion of construction management/general contractor (“CM/GC”) contracts and awarded contracts with unexercised contract options or unissued task orders. The general construction portion of CM/GC contracts are included in other awards to the extent contract execution and funding is probable. Contracts with unexercised contract options or unissued task orders are included in other awards to the extent option exercise or task order issuance is probable. All CAP is in the Construction segment.
(dollars in thousands)September 30, 2024June 30, 2024December 31, 2023September 30, 2023
Unearned revenue$3,884,146 69.1 %$3,867,178 69.4 %$3,596,676 64.9 %$3,964,749 71.0 %
Other awards1,735,649 30.9 1,709,041 30.6 1,949,078 35.1 1,619,774 29.0 
Total$5,619,795 100.0 %$5,576,219 100.0 %$5,545,754 100.0 %$5,584,523 100.0 %
(dollars in thousands)September 30, 2024June 30, 2024December 31, 2023September 30, 2023
Customer type:
Public$4,365,669 77.7 %$4,343,218 77.9 %$4,368,904 78.8 %$4,693,728 84.0 %
Private1,254,126 22.3 1,233,001 22.1 1,176,850 21.2 890,795 16.0 
Total$5,619,795 100.0 %$5,576,219 100.0 %$5,545,754 100.0 %$5,584,523 100.0 %
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CAP of $5.6 billion at September 30, 2024 was $43.6 million, or 0.8%, higher than at June 30, 2024. Significant additions to CAP during the three months ended September 30, 2024 included $180 million for a pumping station project in Nevada and $158 million of Federal work in Guam. All significant additions listed are for customers in the public sector.
Non-controlling partners’ share of CAP as of September 30, 2024, June 30, 2024, December 31, 2023 and September 30, 2023 was $355.2 million, $351.6 million, $243.8 million and $277.5 million, respectively.
At September 30, 2024, only one contract with remaining CAP of $10 million or more had a total forecasted loss with remaining revenue of $71.8 million, or 1.3%, of total CAP.
Gross Profit
The following table presents gross profit by reportable segment for the respective periods:
Three Months Ended September 30,Nine Months Ended
September 30,
2024202320242023
Construction$170,685 $137,162 $362,885 $253,021 
Percent of segment revenue15.8 %14.5 %14.0 %11.5 %
Materials32,264 29,481 59,060 49,067 
Percent of segment revenue16.6 %17.2 %13.5 %13.0 %
Total gross profit$202,949 $166,643 $421,945 $302,088 
Percent of total revenue15.9 %14.9 %13.9 %11.7 %
Construction gross profit for the three and nine months ended September 30, 2024 increased by $33.5 million and $109.9 million, or 24.4% and 43.4%, respectively, when compared to 2023 primarily due to higher revenue and less negative net impacts from revisions in estimates in the current period. For further discussion of projects with revisions in estimates which individually had an impact of $5.0 million or more on gross profit, see Note 4 of "Notes to the Condensed Consolidated Financial Statements." Acquired businesses recognized gross profit of $8.7 million and $7.5 million for the three and nine months ended September 30, 2024, respectively, which include $2.3 million and $6.3 million, respectively, of purchase accounting related depreciation and intangible asset amortization. See Note 3 of "Notes to the Condensed Consolidated Financial Statements" for further information about acquisitions.
Materials gross profit for the three and nine months ended September 30, 2024 increased by $2.8 million and $10.0 million, respectively, when compared to 2023. The increased gross profit was primarily due to the inclusion of the results of acquired businesses and higher sales prices. Acquired businesses recognized gross profit of $0.4 million and $1.4 million for the three and nine months ended September 30, 2024, which include $0.4 million and $3.4 million, respectively, of purchase accounting related depreciation and intangible asset amortization.
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Selling, General and Administrative Expenses
The following table presents the components of selling, general and administrative expenses for the respective periods:
Three Months Ended September 30,Nine Months Ended
September 30,
(dollars in thousands)2024202320242023
Selling:
Salaries and related expenses$16,515 $13,939 $47,339 $44,195 
Incentive compensation4,738 1,816 5,366 2,327 
Stock-based compensation241 231 1,055 1,303 
Other selling expenses960 1,430 4,181 4,155 
Total selling22,454 17,416 57,941 51,980 
General and administrative:
Salaries and related expenses25,565 22,890 80,771 74,715 
Incentive compensation16,757 12,164 19,532 13,727 
Stock-based compensation1,583 1,136 14,873 7,104 
Other general and administrative expenses25,290 21,188 76,577 64,953 
Total general and administrative 69,196 57,378 191,754 160,499 
Total selling, general and administrative$91,650 $74,794 $249,695 $212,479 
Percent of revenue7.2 %6.7 %8.2 %8.3 %
Selling Expenses
Selling expenses include the costs for estimating and bidding including offsetting customer reimbursements for portions of our selling/bid submission expenses (i.e., stipends), business development and materials facility permits. Selling expenses can vary depending on the volume of projects in process and the number of employees assigned to estimating and bidding activities. As projects are completed or the volume of work slows down, we temporarily redeploy project employees to bid on new projects, moving their salaries and related costs from cost of revenue to selling expenses. Selling expenses for the three and nine months ended September 30, 2024 increased by $5.0 million and $6.0 million, or 28.9% and 11.5% when compared to the same periods in 2023, primarily due to increases in incentive compensation due to improved financial performance as well as higher salaries and related expenses.
General and Administrative Expenses
General and administrative expenses include costs related to our operational offices that are not allocated to direct contract costs and expenses related to our corporate functions. Other general and administrative expenses include travel and entertainment, outside services, information technology, depreciation, occupancy, training, office supplies, incentive compensation, changes in the fair market value of our Non-Qualified Deferred Compensation plan liability and other miscellaneous expenses. Total general and administrative expenses for the three months ended September 30, 2024 increased by $11.8 million, or 20.6%, when compared to the same period in 2023, primarily due to an increase in incentive compensation due to improved financial performance as well as $4.3 million of general and administrative expenses from acquired businesses, including $2.4 million of purchase accounting related depreciation and intangible asset amortization. Total general and administrative expenses for the nine months ended September 30, 2024 increased by $31.3 million, or 19.5%, when compared to the same period in 2023, primarily due to $11.9 million of general and administrative expenses from acquired businesses, including $4.5 million of purchase accounting related depreciation and intangible asset amortization, as well as a $7.8 million increase in stock-based compensation and a $5.8 million increase in incentive compensation, both due to improved financial performance.
Other Costs, net
The following table presents other costs, net for the respective periods:
Three Months Ended September 30,Nine Months Ended
September 30,
(in thousands)2024202320242023
Other costs, net$8,543 $19,843 $29,778 $37,973 
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During the three and nine months ended September 30, 2024, Other costs, net decreased $11.3 million and $8.2 million, respectively, compared to prior year. The decreases during the three and nine months ended September 30, 2024 were due to $8.0 million and $20.0 million, respectively, of litigation charges in the prior year that did not recur in the current year combined with $5.0 million of non-cash impairment charges during the three and nine months ended September 30, 2023. Those decreases were partially offset by an increase in costs in the current year associated with the defense of a former Company officer in his ongoing civil litigation with the Securities and Exchange Commission.
Other (Income) Expense
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2024202320242023
(Gain) loss on debt extinguishment$(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 
During the three months ended September 30, 2024, total other income, net, decreased $1.0 million compared to the same period in the prior year. During the nine months ended September 30, 2024, total other expense, net, decreased $12.8 million compared to the same period in the prior year. During the nine months ended September 30, 2024, we repurchased approximately $30.2 million in aggregate principal amount of our 2.75% Convertible Notes and incurred a $27.6 million loss on debt extinguishment which was $23.5 million less than the 2023 extinguishment charge.
Interest expense, net of interest income, for the three months ended September 30, 2024 was relatively flat when compared to 2023. During the nine months ended September 30, 2024, interest expense, net of interest income, increased $2.9 million, as a result of increased borrowings, partially offset by higher interest income due to higher cash balances. Equity in income of affiliates, net during the three and nine months ended September 30, 2024 decreased $2.8 million and $6.5 million, respectively, primarily due to lower sales by our affiliates.
Income Taxes
The following table presents the provision for income taxes for the respective periods:
Three Months Ended September 30,Nine Months Ended
September 30,
(dollars in thousands)2024202320242023
Provision for income taxes$25,469 $22,423 $36,636 $21,978 
Effective tax rate23.3 %28.1 %28.2 %73.6 %
We calculate our income tax provision at the end of each interim period by estimating our annual effective tax rate, applying that rate to our income or loss before tax and adjusting for discrete items not included in our estimate of the annual effective tax rate. The effect of changes in enacted tax laws, tax rates or tax status is recognized in the interim period in which the change occurs. See Note 16 of "Notes to the Condensed Consolidated Financial Statements" for more information.
Amount Attributable to Non-controlling Interests
The following table presents the amount attributable to non-controlling interests in consolidated subsidiaries for the respective periods:
Three Months Ended September 30,Nine Months Ended
September 30,
(in thousands)2024202320242023
Amount attributable to non-controlling interests$(5,026)$128 $(8,529)$9,723 
The amount attributable to non-controlling interests represents the non-controlling owners’ share of the net (income) or loss of our consolidated construction joint ventures. The amounts for the three and nine months ended September 30, 2024
32

increased $5.2 million and $18.3 million, respectively, compared to the prior year primarily due to the impact of revisions in estimates in the current year on one consolidated construction joint venture (see Note 4 of “Notes to the Condensed Consolidated Financial Statements”).
Liquidity and Capital Resources
Our primary sources of liquidity are cash and cash equivalents, investments, available borrowing capacity under our credit facility and cash generated from operations. We may also from time-to-time issue and sell equity, debt or hybrid securities or engage in other capital markets transactions or sell one or more business units or assets. See Note 14 of the "Notes to the Condensed Consolidated Financial Statements" for information on our Credit Agreement, our 3.75% Convertible Notes and our 3.25% Convertible Notes.
Our material cash requirements include paying the costs and expenses associated with our operations, servicing outstanding indebtedness, making capital expenditures and paying dividends on our capital stock. We may also from time to time prepay or repurchase outstanding indebtedness, repurchase shares of our common stock or acquire assets or businesses that are complementary to our operations. See Note 1 and Note 3 of the "Notes to the Condensed Consolidated Financial Statements" for information on our share repurchases during the nine months ended September 30, 2024 and our acquisitions.
We believe our primary sources of liquidity will be sufficient to meet our expected working capital needs, capital expenditures, financial commitments, cash dividend payments and other liquidity requirements associated with our existing operations for the next twelve months. We also believe our primary sources of liquidity, access to debt and equity capital markets and cash expected to be generated from operations will be sufficient to meet our long-term requirements and plans. However, there can be no assurance that sufficient capital will continue to be available or that it will be available on terms acceptable to us.
As of September 30, 2024, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions and marketable securities consisting primarily of U.S. Government and agency obligations.
As of September 30, 2024, the total unused availability under our Credit Agreement was $333.5 million, resulting from $16.5 million in issued and outstanding letters of credit and nothing drawn under the Revolver. See Note 14 of “Notes to the Condensed Consolidated Financial Statements.”
As of September 30, 2024, we had $29.2 million of contract retention receivables from Brightline Trains Florida LLC ("Brightline") which represented 9.1% of total contract assets (see Note 7 of “Notes to the Condensed Consolidated Financial Statements”). As of the date of this report, $24.2 million is past due. Once all conditions of final completion are satisfied, the remaining $5.0 million will be due to us within 40 days. Brightline has experienced delays in securing additional funding in the past, therefore the timing and probability of future payments may be affected, and our liquidity impacted if Brightline faces future funding difficulties.
In evaluating our liquidity position and needs, we also consider cash and cash equivalents held by our consolidated construction joint ventures (“CCJVs”). The following table presents our cash, cash equivalents and marketable securities, including amounts from our CCJVs, as of the respective dates:
(in thousands)September 30, 2024December 31, 2023
Cash and cash equivalents excluding CCJVs$313,218 $297,439 
CCJV cash and cash equivalents (1)149,068 120,224 
Total consolidated cash and cash equivalents462,286 417,663 
Short-term marketable securities (2)10,147 35,863 
Total cash, cash equivalents and marketable securities$472,433 $453,526 
(1)The volume and stage of completion of contracts from our CCJVs may cause fluctuations in joint venture cash and cash equivalents between periods. The assets of each consolidated and unconsolidated construction joint venture relate solely to that joint venture. The decision to distribute joint venture assets must generally be made jointly by a majority of the members and, accordingly, these assets, including those associated with estimated cost recovery of customer affirmative claims and back charge claims, are generally not available for the working capital needs of Granite until distributed.
(2)All marketable securities were classified as held-to-maturity and consisted of U.S. Government and agency obligations as of September 30, 2024 and December 31, 2023.
Granite’s portion of CCJV cash and cash equivalents was $91.1 million and $73.1 million as of September 30, 2024 and December 31, 2023, respectively. Excluded from the table above is $26.2 million and $34.2 million as of September 30,
33

2024 and December 31, 2023, respectively, of Granite’s portion of unconsolidated construction joint venture cash and cash equivalents.
Capital Expenditures
Major capital expenditures are typically for aggregate and asphalt production facilities, aggregate reserves, construction equipment, buildings and leasehold improvements and investments in our information technology systems. The timing and amount of such expenditures can vary based on the progress of planned capital projects, the type and size of construction projects, changes in business outlook and other factors. During the nine months ended September 30, 2024, we had capital expenditures of $108.2 million, compared to $109.0 million, during the nine months ended September 30, 2023. We currently anticipate 2024 capital expenditures to be approximately $130 million, including approximately $40 million in planned strategic materials investments in land, reserves and an aggregate plant. This also includes approximately $20 million related to a project-specific tunnel boring machine.
Cash Flows
Nine Months Ended September 30,
(in thousands)20242023
Net cash provided by (used in):
Operating activities$283,549 $34,198 
Investing activities $(211,107)$(89,270)
Financing activities$(27,819)$53,205 
Operating activities
As a large infrastructure contractor and construction materials producer, our revenue, gross profit and the resulting operating cash flows can differ significantly from period to period due to a variety of factors, including project progression toward completion, outstanding contract change orders and affirmative claims, and the payment terms of our contracts. Additionally, operating cash flows are impacted by the timing related to funding construction joint ventures and the resolution of uncertainties inherent in the complex nature of the work that we perform, including claim and back charge settlements. Our working capital assets result from both public and private sector projects. Customers in the private sector can be slower paying than those in the public sector; however, private sector projects generally have higher gross profit as a percentage of revenue. While we typically invoice our customers on a monthly basis, our construction contracts frequently provide for retention that is a specified percentage withheld from each payment by our customers until the contract is completed and the work accepted by the customer.
Cash provided by operating activities of $283.5 million for the nine months ended September 30, 2024 represents a $249.4 million increase in cash provided by operating activities when compared to the same period of 2023. The change was primarily attributable to a $107.1 million increase in net income after adjusting for non-cash items and a $107.2 million increase in cash provided by working capital, which includes receivables, net contract assets, inventories, other assets, accounts payable and accrued expenses and other liabilities. Additionally, distributions from, net of contributions to, unconsolidated construction joint ventures and affiliates increased $35.0 million when compared to the same period of 2023.
Investing activities
Cash used in investing activities of $211.1 million for the nine months ended September 30, 2024 represents a $121.8 million increase in cash used in investing activities when compared to the same period of 2023. The change was primarily due to a $108.7 million increase in cash used related to business acquisitions (see Note 3 of “Notes to the Condensed Consolidated Financial Statements”).
Financing activities
Cash used in financing activities of $27.8 million for the nine months ended September 30, 2024 represents an $81.0 million increase in cash used in financing activities when compared to the same period of 2023. The change was primarily due to a $40.7 million increase in debt repayments and related charges, net of proceeds from debt issuances. See Note 14 of the “Notes to the Condensed Consolidated Financial Statements” for further information. The year over year increase in cash used in financing activities was also due to a $17.5 million increase in repurchases of common stock as well as a decrease in contributions from non-controlling partners, net of distributions, of $23.9 million.
Derivatives
We recognize derivative instruments as either assets or liabilities in the condensed consolidated balance sheets at fair value using Level 2 inputs. See Note 9 to “Notes to the Condensed Consolidated Financial Statements” for further information.
34

Surety Bonds and Real Estate Mortgages
We are generally required to provide various types of surety bonds that provide an additional measure of security under certain public and private sector contracts. At September 30, 2024, approximately $3.5 billion of our $5.6 billion CAP was bonded. Performance bonds do not have stated expiration dates; rather, we are generally released from the bonds when the obligations of the underlying contract have been fulfilled. The ability to maintain bonding capacity requires that we maintain cash and working capital balances satisfactory to our sureties.
Our investments in real estate affiliates are subject to mortgage indebtedness. This indebtedness is non-recourse to Granite but is recourse to the real estate entities. The terms of this indebtedness are typically renegotiated to reflect the evolving nature of the real estate projects as they progress through acquisition, entitlement and development. Modification of these terms may include changes in loan-to-value ratios requiring the real estate entity to repay portions of the debt. Our unconsolidated investments in our foreign affiliates are subject to local bank debt primarily for equipment purchases and working capital. This debt is non-recourse to Granite, but it is recourse to the affiliates. The debt associated with our unconsolidated non-construction entities is included in Note 10 of “Notes to the Condensed Consolidated Financial Statements.”
Covenants and Events of Default
Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below. Our failure to comply with these covenants would constitute an event of default under the Credit Agreement. Additionally, the 3.25% Convertible Notes and 3.75% Convertible Notes are governed by the terms and conditions of their respective indentures. Our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 3.25% Convertible Notes, our 3.75% Convertible Notes or our Credit Agreement would constitute an event of default under the 3.25% Convertible Notes indenture, the 3.75% Convertible Note indenture or the Credit Agreement. A default under our Credit Agreement could result in (i) us no longer being entitled to borrow under such facility; (ii) termination of such facility; (iii) the requirement that any letters of credit under such facility be cash collateralized; (iv) acceleration of amounts owed under the Credit Agreement; and/or (v) foreclosure on any collateral securing the obligations under such facility. A default under the 3.25% Convertible Notes indenture or the 3.75% Convertible Notes indenture could result in acceleration of the maturity of the notes.
The most significant financial covenants under the terms of our Credit Agreement require the maintenance of a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio. As of September 30, 2024, we were in compliance with the covenants in the Credit Agreement.
Share Repurchase Program
As announced on February 3, 2022, on February 1, 2022, the Board of Directors authorized us to purchase up to $300.0 million of our common stock at management’s discretion (the “2022 authorization”). During the nine months ended September 30, 2024, we repurchased 225,000 shares under the 2022 authorization and $218.2 million remained available under the 2022 authorization as of September 30, 2024.
The specific timing and amount of any future repurchases will vary based on market conditions, securities law limitations and other factors.
Website Access
Our website address is www.graniteconstruction.com. On our website we make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”). The information on our website is not incorporated into, and is not part of, this report. These reports, and any amendments to them, are also available at the website of the SEC, www.sec.gov.
Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change in our exposure to market risk from what was previously disclosed in our Annual Report.
Item 4.    CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of September 30, 2024. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, our disclosure controls and procedures were
35

effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
36

PART II. OTHER INFORMATION
Item 1.    LEGAL PROCEEDINGS
The description of the matters set forth in Part I, Item I of this Report under Note 17 of “Notes to the Condensed Consolidated Financial Statements” is incorporated herein by reference.
Item 1A.    RISK FACTORS
There have been no material changes in the risk factors previously disclosed in “Item 1A. Risk Factors” in our Annual Report.
Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
The following table sets forth information regarding the repurchase of shares of our common stock during the three months ended September 30, 2024:
PeriodTotal number of shares purchased (1)Average price paid per shareTotal number of shares purchased as part of publicly announced plans or programsApproximate dollar value of shares that may yet be purchased under the plans or programs (2)
July 1, 2024 through July 31, 20242,794 $68.12 — $218,187,374 
August 1, 2024 through August 31, 2024527 $69.51 — $218,187,374 
September 1, 2024 through September 30, 2024225 $77.14 — $218,187,374 
3,546 $68.90 — 
(1)The shares purchased were in connection with employee tax withholding for restricted stock units vested under our equity incentive plans.
(2)As announced on February 3, 2022, on February 1, 2022, the Board of Directors authorized us to purchase up to $300.0 million of our common stock at management’s discretion. The specific timing and amount of any future purchases will vary based on market conditions, securities law limitations and other factors.
Item 4.    MINE SAFETY DISCLOSURES
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17CFR 229.104) is included in Exhibit 95 to this Quarterly Report on Form 10-Q.
Item 5.    OTHER INFORMATION
Trading Arrangements
During the three months ended September 30, 2024, none of the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Exchange Act, adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K ("Item 408"), except as set forth below.
On August 6, 2024, Mr. Kyle T. Larkin, the Company's President and Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement, as such term is defined in Item 408. The maximum number of shares to be sold under the plan is 30,000. The plan will terminate upon the earlier of December 31, 2025 or the completion of all the sales under the plan.
37

Item 6.    EXHIBITS
10.1
*
31.1
31.2
32††
95
101.INSInline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document)
101.SCHInline XBRL Taxonomy Extension Schema
101.CALInline XBRL Taxonomy Extension Calculation Linkbase
101.DEFInline XBRL Taxonomy Extension Definition Linkbase
101.LABInline XBRL Taxonomy Extension Label Linkbase
101.PREInline XBRL Taxonomy Extension Presentation Linkbase
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Incorporated by reference
Filed herewith
††Furnished herewith
38

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 thereunto duly authorized.
GRANITE CONSTRUCTION INCORPORATED
Date:October 31, 2024By:
/s/ Staci M. Woolsey
Staci M. Woolsey
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
39

Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Kyle T. Larkin, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Granite Construction Incorporated;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
By:/s/ Kyle T. Larkin
Kyle T. Larkin
President and Chief Executive Officer
(Principal Executive Officer)
Dated: October 31, 2024


Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Staci M. Woolsey, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Granite Construction Incorporated;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
By:/s/ Staci M. Woolsey
Staci M. Woolsey
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Dated: October 31, 2024


Exhibit 32
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Granite Construction Incorporated (the “Company”) does hereby certify that, to such officers’ knowledge:
(i)The quarterly report on Form 10-Q for the quarter ended September 30, 2024 of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the quarterly report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of the Company as of and for the periods expressed in the quarterly report on Form 10-Q.
Dated:October 31, 2024/s/ Kyle T. Larkin
Kyle T. Larkin
President and Chief Executive Officer
(Principal Executive Officer)
Dated:October 31, 2024/s/ Staci M. Woolsey
Staci M. Woolsey
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Granite Construction Incorporated and will be retained by Granite Construction Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.


Exhibit 95


MINE SAFETY DISCLOSURE

We operate surface mines in the United States and Canada to produce construction aggregates. The operations of our mines in the United States are subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).

The chart below contains information regarding certain reportable and non-reportable mining safety and health citations or orders that MSHA issued during the quarter ended September 30, 2024 associated with our mining operations:
Name of MineMSHA IDNumber of InspectionsSection 104 CitationsSection 104(b) OrdersSection 104(d) Citations and OrdersSection 110(b) ViolationsSection 107(a) OrdersTotal Dollar Value of MSHA Proposed AssessmentsTotal Number of Mining-related FatalitiesReceived Notice of Pattern of Violation Under Section 104(e) (yes/no)Received Notice of Potential to have Pattern under Section 104(e) (yes/no)Pending Legal Actions as of Last Day of PeriodInstituted Legal Actions During PeriodResolved Legal Actions During Period
Alaska Portable #1(2)50-01459— — — — — $— — NoNo— — 
Alaska Portable #250-01534— — — — — — — — NoNo— — — 
Alaska Portable #350-01534— — — — — — — NoNo— — — 
Arvin Pit04-04360— — — — — — — — NoNo— — — 
B2413 - 20 Mile(1)B2413— — — — — — — — NoNo— — — 
Bee Rock Quarry04-04704— — — — — — — — NoNo— — — 
Big Rock04-05946— — — — — 294 — NoNo— — — 
Bishop04-01869— — — — — — — — NoNo— — — 
Bradshaw04-03107— — — — — 294 — NoNo— — — 
Brookhaven Gravel Pit22-00700— — — — — — — — NoNo— — — 
Brunswick26-02007— — — — — — — — NoNo— — — 
Bulldog22-00813— — — — — — — NoNo— — — 
Capay Plant Facility04-05338— — — — — — — NoNo— — — 
Circle T Ranch Pit 45-01882— — — — — — — — NoNo— — — 
Coalinga Pit04-01879— — — — — — — — NoNo— — — 
Conrock50-01282— — — — — — — — NoNo— — — 
Desoto22-00068— — — — 147 — NoNo— — — 
D&B Sand and Gravel Pit22-00467— — — — — — — — NoNo— — — 



Name of MineMSHA IDNumber of InspectionsSection 104 CitationsSection 104(b) OrdersSection 104(d) Citations and OrdersSection 110(b) ViolationsSection 107(a) OrdersTotal Dollar Value of MSHA Proposed AssessmentsTotal Number of Mining-related FatalitiesReceived Notice of Pattern of Violation Under Section 104(e) (yes/no)Received Notice of Potential to have Pattern under Section 104(e) (yes/no)Pending Legal Actions as of Last Day of PeriodInstituted Legal Actions During PeriodResolved Legal Actions During Period
Felton Quarry04-00107— — — — — $— — NoNo— — — 
Freeman Quarry04-05448— — — — — — — — NoNo— — — 
Gardner Pit04-01683— — — — — — — — NoNo— — — 
Handley Ranch Quarry04-05629— — — — — — — — NoNo— — — 
Highway 17504-05336— — — — — — — NoNo— — — 
Indio04-01854— — — — — — — — NoNo— — — 
Kerley Pit02-03375— — — — — — — NoNo— — — 
Lee Vining04-05234— — — — — — — — NoNo— — — 
Littlerock04-04926— — — — — — — — NoNo— — — 
Lockwood Quarry26-02204— — — — — — — — NoNo— — — 
Love22-00389— — — — — — — NoNo— — — 
Lucas Pit50-01819— — — — — — — NoNo— — — 
Mission45-03718— — — — — — — NoNo— — — 
Promontory42-02541— — — — — — — — NoNo— — — 
North Plant40-01635— — — — — — — — NoNo— — — 
N50 Alaska - Fort Knox(1)N50— — — — — — — — NoNo— — — 
N50 Nevada - Couer Rochester(1)N50— — — — — — — — NoNo— — — 
N50 Utah - KUCC BMP(1)N50— — — — — — — — NoNo— — — 
N50 Utah - East Waste Rock Project(1)N50— — — — — — — — NoNo— — — 
N50 Utah - KUCC N50(1)N50— — — — — — — NoNo— — — 
N50 Washington Granite Falls(1)N50— — — — — — — — NoNo— — — 
Perry22-00763— — — — 147 — NoNo— — — 
PU3 Freeport McMoRan - Bagdad(1)PU3— — — — — — — — NoNo— — — 
PU3 - Asarco(1)PU3— — — — — — — — NoNo— — — 
PU3 - Chino(1)PU3— — — — — — — — NoNo— — — 
PU3 - Layne Capstone(1) PU3— — — — — — — — NoNo— — — 
PU3 - Layne Chandler(1) PU3— — — — — — — — NoNo— — — 



Name of MineMSHA IDNumber of InspectionsSection 104 CitationsSection 104(b) OrdersSection 104(d) Citations and OrdersSection 110(b) ViolationsSection 107(a) OrdersTotal Dollar Value of MSHA Proposed AssessmentsTotal Number of Mining-related FatalitiesReceived Notice of Pattern of Violation Under Section 104(e) (yes/no)Received Notice of Potential to have Pattern under Section 104(e) (yes/no)Pending Legal Actions as of Last Day of PeriodInstituted Legal Actions During PeriodResolved Legal Actions During Period
PU3 - Layne Cortez(1)PU3— — — — — — $— — NoNo— — — 
PU3 - Layne - FMI (1)PU3— — — — — — — — NoNo— — — 
PU3 - Layne - Silver Bell(1)PU3— — — — — — — — NoNo— — — 
PU3 - Layne - Morenci(1)PU3— — — — — — — — NoNo— — — 
PU3 - Safford(1)PU3— — — — — — — NoNo— — — 
PU3 - Tintric(1)PU3— — — — — — — — NoNo— — — 
PU3 - Trixie(1) PU3— — — — — — — — NoNo— — — 
PU3 - Tyrone(1)PU3— — — — — — — — NoNo— — — 
PU3 - Lonestar(1)PU3— — — — — — — — NoNo— — — 
Solari04-05947— — — — — — — — NoNo— — — 
Swan Pit02-02647— — — — — — — — NoNo— — — 
Tangerine Road Pit02-00649— — — — — — — — NoNo— — — 
Tiger22-00828— — — — — — — — NoNo— — — 
Utah Portable #442-01761— — — — — — — — NoNo— — — 
Vernalis04-05783— — — — — — — NoNo— — — 
Wade Sand Pit26-02404— — — — — — — — NoNo— — — 
Washington Portable #145-03717— — — — — — — — NoNo— — — 
Washington Portable #245-03724— — — — — 294 — NoNo— — — 
Walker Pit42-01014— — — — — 447 — NoNo— — — 
Wells Pit42-02250— — — — — — — — NoNo— — — 
Whatcom Portable Mill45-00975— — — — — — — — NoNo— — — 
Wolfe Pit50-01816— — — — — — — — NoNo— — — 
Total22 — — — — $1,623 — — — 
(1) Denotes where we are working as an "independent contractor" at another operator's mine.
(2) The resolved legal action for our Alaska Portable #1 plant was related to a contest of citations and orders referenced in Subpart B of 29 CFR Part 2700.


v3.24.3
Cover - shares
9 Months Ended
Sep. 30, 2024
Oct. 25, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 1-12911  
Entity Registrant Name GRANITE CONSTRUCTION INC  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 77-0239383  
Entity Address, Address Line One 585 W. 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  
Title of 12(b) Security Common stock, $0.01 par value  
Trading Symbol GVA  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   43,712,551
Entity Central Index Key 0000861459  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents ($149,068 and $120,224 related to consolidated construction joint ventures (“CCJVs”)) $ 462,286 $ 417,663
Short-term marketable securities 10,147 35,863
Receivables, net ($50,372 and $62,040 related to CCJVs) 733,018 598,705
Contract assets ($106,320 and $68,520 related to CCJVs) 321,653 262,987
Inventories 107,973 103,898
Equity in construction joint ventures 144,097 171,233
Other current assets ($5,034 and $5,590 related to CCJVs) 34,928 53,102
Total current assets 1,814,102 1,643,451
Property and equipment, net ($7,266 and $7,557 related to CCJVs) 719,678 662,864
Investments in affiliates 94,921 92,910
Goodwill 211,624 155,004
Intangible assets 131,579 117,322
Right of use assets 86,299 78,176
Deferred income taxes, net 4,990 8,179
Other noncurrent assets 67,732 55,634
Total assets 3,130,925 2,813,540
Current liabilities:    
Current maturities of long-term debt 1,099 39,932
Accounts payable ($83,515 and $62,755 related to CCJVs) 509,976 408,363
Contract liabilities ($58,878 and $50,929 related to CCJVs) 292,641 243,848
Accrued expenses and other current liabilities ($5,033 and $5,426 related to CCJVs) 361,110 337,740
Total current liabilities 1,164,826 1,029,883
Long-term debt 737,458 614,781
Long-term lease liabilities 70,981 63,548
Deferred income taxes, net 3,420 3,708
Other long-term liabilities 84,561 74,654
Commitments and contingencies
Equity:    
Preferred stock, $0.01 par value, authorized 3,000,000 shares, none outstanding 0 0
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 capital 437,343 474,134
Accumulated other comprehensive income 437 881
Retained earnings 568,877 501,844
Total Granite Construction Incorporated shareholders’ equity 1,007,094 977,298
Non-controlling interests 62,585 49,668
Total equity 1,069,679 1,026,966
Total liabilities and equity $ 3,130,925 $ 2,813,540
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Cash and cash equivalents ($149,068 and $120,224 related to consolidated construction joint ventures (“CCJVs”)) $ 462,286 $ 417,663
Receivables, net ($50,372 and $62,040 related to CCJVs) 733,018 598,705
Contract assets ($106,320 and $68,520 related to CCJVs) 321,653 262,987
Other current assets ($5,034 and $5,590 related to CCJVs) 34,928 53,102
Property and equipment, net ($7,266 and $7,557 related to CCJVs) 719,678 662,864
Accounts payable ($83,515 and $62,755 related to CCJVs) 509,976 408,363
Contract liabilities ($58,878 and $50,929 related to CCJVs) 292,641 243,848
Accrued expenses and other current liabilities ($5,033 and $5,426 related to CCJVs) $ 361,110 $ 337,740
Preferred stock, par value (USD per share) $ 0.01 $ 0.01
Preferred stock, authorized (shares) 3,000,000 3,000,000
Preferred stock, outstanding (shares) 0 0
Common stock, par value (USD per share) $ 0.01 $ 0.01
Common stock, authorized (shares) 150,000,000 150,000,000
Common stock, issued (shares) 43,704,841 43,944,118
Common stock, outstanding (shares) 43,704,841 43,944,118
Consolidated Construction Corporate Joint Venture    
Cash and cash equivalents ($149,068 and $120,224 related to consolidated construction joint ventures (“CCJVs”)) $ 149,068 $ 120,224
Receivables, net ($50,372 and $62,040 related to CCJVs) 50,372 62,040
Contract assets ($106,320 and $68,520 related to CCJVs) 106,320 68,520
Other current assets ($5,034 and $5,590 related to CCJVs) 5,034 5,590
Property and equipment, net ($7,266 and $7,557 related to CCJVs) 7,266 7,557
Accounts payable ($83,515 and $62,755 related to CCJVs) 83,515 62,755
Contract liabilities ($58,878 and $50,929 related to CCJVs) 58,878 50,929
Accrued expenses and other current liabilities ($5,033 and $5,426 related to CCJVs) $ 5,033 $ 5,426
v3.24.3
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue:        
Total revenue $ 1,275,510 $ 1,116,820 $ 3,030,271 $ 2,575,440
Cost of revenue:        
Total cost of revenue 1,072,561 950,177 2,608,326 2,273,352
Gross profit 202,949 166,643 421,945 302,088
Selling, general and administrative expenses 91,650 74,794 249,695 212,479
Other costs, net 8,543 19,843 29,778 37,973
Gain on sales of property and equipment, net (1,542) (1,812) (4,347) (7,793)
Operating income 104,298 73,818 146,819 59,429
Other (income) expense:        
(Gain) loss on debt extinguishment (272) 0 27,552 51,052
Interest income (7,513) (4,293) (17,815) (11,287)
Interest expense 7,905 4,877 21,325 11,899
Net income from affiliates (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 taxes 109,446 79,919 130,028 29,856
Provision for income taxes 25,469 22,423 36,636 21,978
Net income 83,977 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 loss per share attributable to common shareholders        
Basic (USD per share) $ 1.81 $ 1.31 $ 1.93 $ 0.40
Diluted (USD per share) $ 1.57 $ 1.13 $ 1.79 $ 0.40
Weighted average shares outstanding:        
Basic (shares) 43,696 43,924 43,914 43,861
Diluted (shares) 52,366 53,612 52,585 44,447
Construction        
Revenue:        
Total revenue $ 1,080,705 $ 945,698 $ 2,593,872 $ 2,198,527
Cost of revenue:        
Total cost of revenue 910,020 808,536 2,230,987 1,945,506
Materials        
Revenue:        
Total revenue 194,805 171,122 436,399 376,913
Cost of revenue:        
Total cost of revenue $ 162,541 $ 141,641 $ 377,339 $ 327,846
v3.24.3
Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 83,977 $ 57,496 $ 93,392 $ 7,878
Other comprehensive income (loss), net of tax        
Net unrealized gain (loss) on cash flow hedges, net of tax (547) 883 (693) 325
Less: reclassification for net gains (losses) included in interest expense, net of tax 436 (362) 518 (250)
Net change (111) 521 (175) 75
Foreign currency translation adjustments, net 278 (422) (269) 31
Other comprehensive income (loss), net of tax 167 99 (444) 106
Comprehensive income, net of tax 84,144 57,595 92,948 7,984
Non-controlling interests in comprehensive (income) loss, net of tax (5,026) 128 (8,529) 9,723
Comprehensive income attributable to Granite Construction Incorporated, net of tax $ 79,118 $ 57,723 $ 84,419 $ 17,707
v3.24.3
Condensed Consolidated Statements of Shareholders' Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Retained Earnings
Total Granite Shareholders’ Equity
Non-controlling Interests
Beginning balances (in shares) at Dec. 31, 2022   43,743,907          
Beginning balances at Dec. 31, 2022 $ 985,145 $ 437 $ 470,407 $ 788 $ 481,384 $ 953,016 $ 32,129
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net income 7,878       17,601 17,601 (9,723)
Other comprehensive income (loss) 106     106   106  
Repurchases of common stock (shares) [1]   (96,936)          
Repurchases of common stock [1] (3,901)   (3,900)     (3,901)  
RSUs vested (shares)   272,528          
RSUs vested 0 $ 3 (3)        
Dividends on common stock (17,123)   226   (17,349) (17,123)  
RSUs vested 28,823           28,823
Stock-based compensation expense and other (in shares)   7,093          
Dividends on common stock ($0.13 per share per quarter) 8,894   8,894     8,894  
Capped call transactions (39,379)   (39,379)     (39,379)  
Redemption of warrants (13,201)   (13,201)     (13,201)  
Loss on debt extinguishment (shares)   1,390,500          
Extinguishment of debt 49,335 $ 14 49,321     49,335  
Exercise of bond hedge (in shares)   (1,390,516)          
Exercise of bond hedge 0 $ (14) 14        
Ending balances (in shares) at Sep. 30, 2023   43,926,576          
Ending balances at Sep. 30, 2023 1,006,577 $ 439 472,379 894 481,636 955,348 51,229
Beginning balances (in shares) at Jun. 30, 2023   43,918,798          
Beginning balances at Jun. 30, 2023 941,450 $ 439 470,511 795 429,797 901,542 39,908
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net income 57,496       57,624 57,624 (128)
Other comprehensive income (loss) 99     99   99  
Repurchases of common stock (shares)   (3,334)          
Repurchases of common stock (134) $ 0 (134)   0 (134)  
RSUs vested (shares)   11,166          
RSUs vested 0 $ 0 0        
Dividends on common stock (5,709)   76   (5,785) (5,709)  
RSUs vested 11,449           11,449
Stock-based compensation expense and other (in shares)   (54)          
Dividends on common stock ($0.13 per share per quarter) 1,926   1,926     1,926  
Ending balances (in shares) at Sep. 30, 2023   43,926,576          
Ending balances at Sep. 30, 2023 $ 1,006,577 $ 439 472,379 894 481,636 955,348 51,229
Beginning balances (in shares) at Dec. 31, 2023 43,944,118 43,944,118          
Beginning balances at Dec. 31, 2023 $ 1,026,966 $ 439 474,134 881 501,844 977,298 49,668
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net income 93,392       84,863 84,863 8,529
Other comprehensive income (loss) (444)     (444)   (444)  
Repurchases of common stock (shares) [1]   (370,113)          
Repurchases of common stock (21,385) [1] $ (3) [1] (20,877) [1]   (505) (21,385) [1]  
RSUs vested (shares)   375,704          
RSUs vested 0 $ 4 (4)        
Dividends on common stock (17,100)   225   (17,325) (17,100)  
RSUs vested 4,388           4,388
Stock-based compensation expense and other (in shares)   4,350          
Dividends on common stock ($0.13 per share per quarter) 17,585   17,585     17,585  
Capped call transactions (34,189)   (34,189)     (34,189)  
Redemption of warrants 466   466     466  
Exercise of bond hedge (in shares)   (260,883)          
Exercise of bond hedge $ 0 $ (3) 3        
Ending balances (in shares) at Sep. 30, 2024 43,704,841 43,704,841          
Ending balances at Sep. 30, 2024 $ 1,069,679 $ 437 437,343 437 568,877 1,007,094 62,585
Beginning balances (in shares) at Jun. 30, 2024   43,686,508          
Beginning balances at Jun. 30, 2024 987,415 $ 437 435,271 270 495,679 931,657 55,758
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net income 83,977       78,951 78,951 5,026
Other comprehensive income (loss) 167     167   167  
Repurchases of common stock (shares)   (3,546)          
Repurchases of common stock (241) $ 0 (241)   0 (241)  
RSUs vested (shares)   10,264          
Dividends on common stock (5,680)   73   (5,753) (5,680)  
RSUs vested 1,801           1,801
Stock-based compensation expense and other (in shares)   (50)          
Dividends on common stock ($0.13 per share per quarter) $ 2,240   2,240     2,240  
Ending balances (in shares) at Sep. 30, 2024 43,704,841 43,704,841          
Ending balances at Sep. 30, 2024 $ 1,069,679 $ 437 $ 437,343 $ 437 $ 568,877 $ 1,007,094 $ 62,585
[1] This amount represents employee tax withholding for RSUs vested under our equity incentive plans in 2024 and 2023 and stock repurchased in 2024 under the Board approved repurchase plan. During the nine months ended September 30, 2024 and 2023, there were 145,113 shares and 96,936 shares, respectively, withheld related to employee taxes for RSUs. During the nine months ended September 30, 2024, we also repurchased 225,000 shares under the share repurchase program.
v3.24.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Operating activities:    
Net income $ 93,392 $ 7,878
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation, depletion and amortization 92,283 65,298
Amortization related to long-term debt 3,400 1,689
(Gain) loss on debt extinguishment 27,552 51,052
Gain on sales of property and equipment, net (4,347) (7,793)
Deferred income taxes 0 1,542
Stock-based compensation 17,325 8,630
Equity in net (income) loss from unconsolidated construction joint ventures 651 (4,535)
Net income from affiliates (12,921) (19,378)
Other non-cash adjustments (165) 5,659
Changes in assets and liabilities:    
Receivables (115,321) (286,262)
Contract assets, net (11,799) 8,315
Inventories (1,367) (3,421)
Contributions to unconsolidated construction joint ventures (3,218) (18,310)
Distributions from unconsolidated construction joint ventures and affiliates 28,792 8,903
Other assets, net 14,779 (6,705)
Accounts payable 104,477 144,721
Accrued expenses and other liabilities, net 50,036 76,915
Net cash provided by operating activities 283,549 34,198
Investing activities:    
Purchases of marketable securities (6,977) (9,740)
Maturities of marketable securities 31,500 40,000
Purchases of property and equipment (108,167) (108,963)
Proceeds from sales of property and equipment 6,739 14,613
Proceeds from company owned life insurance 0 1,545
Return of investment in affiliates 1,429 0
Cash paid for purchase price adjustments on business acquisition (See Note 3) (13,183) 0
Acquisitions of businesses, net of cash acquired (See Note 3) (122,448) (26,933)
Collection of notes receivable 0 208
Net cash used in investing activities (211,107) (89,270)
Financing activities:    
Proceeds from issuance of convertible notes (See Note 14) 373,750 373,750
Amount drawn under revolver 0 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 partners 20,500 35,400
Distributions to non-controlling partners (18,072) (9,100)
Other financing activities, net 1,340 267
Net cash provided by (used in) financing activities (27,819) 53,205
Net increase (decrease) in cash and cash equivalents 44,623 (1,867)
Cash and cash equivalents at beginning of period 417,663 293,991
Cash and cash equivalents at end of period 462,286 292,124
Supplementary Information:    
Right of use assets obtained in exchange for lease obligations 23,146 28,546
Operating lease liabilities 17,532 16,461
Interest 12,686 6,473
Income taxes 9,762 7,324
Deferred taxes related to capped call transactions 11,857 13,656
Non-cash investing and financing activities:    
RSUs issued, net of forfeitures 20,309 11,447
Dividends declared but not paid 5,682 5,710
Contributions from non-controlling partners $ 1,959 $ 2,523
v3.24.3
General
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
General General
Basis of Presentation: The condensed consolidated financial statements included herein have been prepared by Granite Construction Incorporated (“we,” “us,” “our,” the “Company” or “Granite”) pursuant to the rules and regulations of the Securities and Exchange Commission, are unaudited and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 (“Annual Report”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. Further, the condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to state fairly our financial position at September 30, 2024 and the results of our operations and cash flows for the periods presented. The December 31, 2023 condensed consolidated balance sheet data included herein was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP.
During the first quarter of 2024, we reorganized our operational structure to more closely align with our two reportable segments, Construction and Materials. Previously, leaders within our three former operating groups of California, Central and Mountain managed both Construction and Materials operations within each group. This change allows us to better leverage our expertise within each reportable segment with leadership having direct oversight of their respective segment operations. As a result of the reorganization, we will no longer disclose financial information by operating group. There were no material impacts to our unaudited condensed consolidated financial statements and no changes to our reportable segments.
Due to the changes in our operational structure and the resulting changes to reporting units, we performed quantitative goodwill impairment tests, immediately before and after the reorganization, on the affected reporting units. These reporting units previously aligned with our operating group structure, but have now been combined into two reporting units, Construction and Materials. The reporting units associated with the acquisition of Lehman-Roberts Company and Memphis Stone & Gravel Company (collectively, "LRC/MSG") were not impacted by the reorganization. For each of the affected reporting units, we calculated the estimated fair value consistent with the annual impairment assessment using the discounted cash flows and market multiple methods. These tests indicated that the estimated fair values of the affected reporting units exceeded their carrying amounts with headroom in excess of 25%.
Share Repurchase Program: As announced on February 3, 2022, on February 1, 2022, the Board of Directors authorized us to purchase up to $300.0 million of our common stock at management’s discretion. During the nine months ended September 30, 2024, we repurchased 225,000 shares under this authorization. The share repurchases are included in Repurchases of common stock on the Condensed Consolidated Statements of Shareholders’ Equity and within Financing activities on the Condensed Consolidated Statement of Cash Flows. As of September 30, 2024, $218.2 million of the authorization remained available.
Seasonality: Our operations are typically affected more by weather conditions during the first and fourth quarters of our fiscal year which may alter our construction schedules and can create variability in our revenues and profitability. Therefore, the results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year.
v3.24.3
Recently Issued and Adopted Accounting Pronouncements
9 Months Ended
Sep. 30, 2024
Accounting Changes and Error Corrections [Abstract]  
Recently Issued and Adopted Accounting Pronouncements Recently Issued and Adopted Accounting Pronouncements
We closely monitor all Accounting Standards Updates issued by the Financial Accounting Standards Board and other authoritative guidance. No new accounting pronouncements were recently issued or adopted in the nine months ended September 30, 2024 that had or are expected to have a material impact on our financial statements.
v3.24.3
Acquisitions
9 Months Ended
Sep. 30, 2024
Business Combinations [Abstract]  
Acquisitions Acquisitions
Dickerson & Bowen, Inc.
On August 9, 2024, we completed the acquisition of Dickerson & Bowen, Inc. ("D&B") for an estimated purchase price of $124.2 million in cash, subject to customary closing adjustments. D&B is an aggregates, asphalt and highway construction company serving central and southern Mississippi which expands our footprint in that region. The buyer of D&B, Granite Southeast Company ("Granite Southeast"), is a wholly-owned subsidiary of Granite and D&B's results have been included in the Construction and Materials segments since the acquisition date. D&B’s customers are in both the public and private
sectors. We have accounted for this transaction in accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations (“ASC 805”).
Preliminary Purchase Price Allocation
In accordance with ASC 805, the total purchase price and assumed liabilities were allocated to the net tangible and identifiable intangible assets based on their estimated fair values as of August 9, 2024. These estimates are subject to revision, which may result in adjustments to the values presented below. There are certain provisional estimates that are subject to finalization. As we continue to integrate the acquired business, we may obtain additional information which may result in revisions to preliminary valuation assumptions, estimates and the resulting fair values presented herein. We expect to finalize these amounts within 12 months from the acquisition date.
Based on our preliminary purchase price allocation, the net tangible and intangible assets acquired were $31.7 million and $27.7 million, respectively, resulting in acquired goodwill of $64.8 million, none of which is tax deductible. Of the acquired goodwill, $44.0 million is in the Materials segment and $20.8 million is in the Construction segment. The factors that contributed to the recognition of goodwill from the acquisition include strengthening and expanding our vertically integrated southeast home market. The most significant assets acquired were $38.1 million of property and equipment and $18.2 million of customer relationships.
Pro Forma Financial Information
The unaudited pro forma financial information in the table below summarizes the combined results of operations of Granite and D&B as though the companies had been combined as of January 1, 2023. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2023, nor does it intend to be a projection of future results.
Three Months Ended September 30,Nine Months Ended September 30,
(unaudited, in thousands, except per share amounts)
2024202320242023
Revenue$1,285,341 $1,150,402 $3,085,489 $2,657,316 
Net income attributable to Granite Construction Incorporated
$80,657 $63,352 $93,770 $28,535 
Basic net income per share attributable to common shareholders$1.85 $1.44 $2.14 $0.65 
Diluted net income per share attributable to common shareholders$1.54 $1.18 $1.78 $0.64 
These amounts have been calculated after applying Granite’s accounting policies and adjusting the results of D&B to reflect the additional depreciation and amortization that would have been recorded assuming the fair value adjustments to property and equipment and intangible assets had been applied starting on January 1, 2023. Acquisition and integration expenses related to D&B that were incurred during the nine months ended September 30, 2024 are reflected in the nine months ended September 30, 2023 due to the assumed timing of the transaction. The statutory tax rate of 26% was used for both 2024 and 2023 for the pro forma adjustments.
During the nine months ended September 30, 2024, we incurred $2.3 million of acquisition and integration expenses associated with the D&B acquisition which were primarily related to professional services.
LRC/MSG
On November 30, 2023, Granite Southeast completed the acquisition of LRC/MSG for $278.0 million, subject to customary closing adjustments, plus an estimated amount related to tax make-whole agreements with the seller. We purchased all of the outstanding equity interests in LRC/MSG and the purchase price was funded by a $150.0 million senior secured term loan, a draw of $100 million under our existing revolver and the remainder from cash on hand. Both the senior secured term loan and the draw under the revolver were fully repaid during the first half of 2024.
The acquired businesses are longstanding asphalt paving and asphalt and aggregates producers and suppliers. LRC/MSG operates strategically located asphalt plants and sand and gravel mines serving the greater Memphis area and northern Mississippi.
LRC/MSG's results have been included in the Construction and Materials segments since the acquisition date. LRC/MSG’s customers are in both the public and private sectors. Revenue attributable to LRC/MSG for the three and nine months ended September 30, 2024 was $45.5 million and $105.0 million, respectively. Gross profit attributable to LRC/MSG for the three and nine months ended September 30, 2024 was $5.7 million and $5.0 million, respectively.
Purchase Price Allocation
In accordance with ASC 805, the total purchase price and assumed liabilities were allocated to the net tangible and identifiable intangible assets based on their estimated fair values as of the acquisition date, as presented in the table below.
We recorded a $22.0 million provisional estimate related to tax make-whole agreements with the seller at the time of the acquisition. In the second quarter of 2024, the former owners of LRC/MSG determined their personal tax burden related to the sale of the businesses which allowed us to finalize our tax make-whole obligation. Our obligation was $7.1 million, which was paid in June 2024.
During the nine months ended September 30, 2024, we made measurement period adjustments to reflect facts and circumstances in existence as of the acquisition date. These adjustments included a $4.6 million net increase from net working capital adjustments and a $2.2 million net decrease in the value of the net tangible and identifiable intangible assets acquired, offset by a $14.9 million decrease in the estimated obligation associated with the tax make-whole agreements noted above. The impact of these adjustments was a decrease in goodwill of $8.1 million. We paid $13.2 million during the nine months ended September 30, 2024 associated with the acquisition of LRC/MSG, which includes $6.1 million for working capital adjustments and $7.1 million for the tax make-whole obligation.
There were no material measurement period adjustments during the three months ended September 30, 2024. As of September 30, 2024, we have finalized the purchase price accounting.

The following table presents the purchase price allocation:
(in thousands)
Assets:
Cash and cash equivalents$12,798 
Receivables18,373 
Contract assets3,388 
Inventories13,738 
Other current assets1,032 
Property and equipment86,329 
Right of use assets15,539 
Other noncurrent assets3,718 
Total tangible assets154,915 
Identifiable intangible assets107,460 
Liabilities:
Accounts payable6,806 
Contract liabilities3,213 
Accrued expenses and other current liabilities10,166 
Long-term lease liabilities15,558 
Other long-term liabilities5,960 
Total liabilities assumed41,703 
Total tangible and identifiable intangible net assets acquired220,672 
Goodwill72,744 
Purchase price$293,416 
Coast Mountain Resources
On April 24, 2023, we acquired Coast Mountain Resources (2020) Ltd. which changed its name to Granite Infrastructure Canada, Ltd. ("Granite Canada") on May 13, 2024. Granite Canada is a construction aggregate producer based in British Columbia, Canada operating on Malahat First Nation land. Granite Canada results are reported in the Materials segment. This acquisition did not have a material impact on our financial statements.
v3.24.3
Revisions in Estimates
9 Months Ended
Sep. 30, 2024
Quarterly Financial Information Disclosure [Abstract]  
Revisions in Estimates Revisions in Estimates
Our profit recognition related to construction contracts is based on estimates of transaction price and costs to complete each project. These estimates can vary significantly in the normal course of business as projects progress, circumstances develop and evolve, and uncertainties are resolved. Changes in estimates of transaction price and costs to complete may result in the reversal of previously recognized revenue if the current estimate adversely differs from the previous estimate. In addition, the estimated or actual recovery related to estimated costs associated with unresolved affirmative claims and back charges may be recorded in future periods or may be at values below the associated cost, which can cause fluctuations in the gross profit impact from revisions in estimates.
When we experience significant revisions in our estimates, we undergo a process that includes reviewing the nature of the changes to ensure that there are no material amounts that should have been recorded in a prior period rather than as revisions in estimates for the current period. For revisions in estimates, generally we use the cumulative catch-up method for changes to the transaction price that are part of a single performance obligation. Under this method, revisions in estimates are accounted for in their entirety in the period of change. There can be no assurance that we will not experience further changes in circumstances or otherwise be required to revise our estimates in the future.
In our review of these changes for the three and nine months ended September 30, 2024 and 2023, we did not identify any material amounts that should have been recorded in a prior period.
The projects with increases from revisions in estimates, which individually had an impact of $5.0 million or more on gross profit, are summarized as follows (dollars in millions, except per share data):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Number of projects with upward estimate changes
Range of increase in gross profit from each project, net$
5.4 - 5.7
$8.6 $
5.2 - 6.2
$8.1 
Increase to project profitability, net$11.1 $8.6 $11.4 $8.1 
Increase to net income$8.5 $6.5 $8.7 $6.1 
Amounts attributable to non-controlling interests$— $— $— $3.3 
Increase to net income attributable to Granite Construction Incorporated $8.5 $6.5 $8.7 $2.8 
Increase to net income per diluted share attributable to common shareholders$0.16 $0.12 $0.17 $0.06 
The increases during the three months ended September 30, 2024 and September 30, 2023 were due to changes in the estimated amount of probable recovery on outstanding claims. In the three months ended September 30, 2024, decreases in estimated costs from mitigated risks also contributed to the increase.
The increases during the nine months ended September 30, 2024 were due to changes in the estimated amount of probable recovery on outstanding claims and changes in the estimated transaction price related to unresolved contract modifications resulting from revisions to project work plans, permitting and scheduling. The increase during the nine months ended September 30, 2023 was due to decreases in estimated costs from mitigated risks.
The projects with decreases from revisions in estimates, which individually had an impact of $5.0 million or more on gross profit, are summarized as follows (dollars in millions, except per share data):
Three Months Ended September 30,Nine Months Ended
September 30,
2024202320242023
Number of projects with downward estimate changes— 
Range of reduction in gross profit from each project, net$
$8.4 $
5.3 - 22.0
$
5.3 - 40.5
Decrease to project profitability, net$— $8.4 $44.2 $51.1 
Decrease to net income$— $6.3 $33.8 $38.3 
Amounts attributable to non-controlling interests$— $4.2 $5.4 $20.2 
Decrease to net income attributable to Granite Construction Incorporated $— $2.1 $28.5 $18.1 
Decrease to net income per diluted share attributable to common shareholders $— $0.04 $0.54 $0.41 
The decreases during the nine months ended September 30, 2024 were due to additional costs related to changes in project duration, lower productivity than originally anticipated and increased labor and materials costs. The decreases during the three and nine months ended September 30, 2023
v3.24.3
Disaggregation of Revenue
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue Disaggregation of Revenue
As discussed in Note 1, during the first quarter of 2024, we reorganized our operational structure to more closely align with our two reportable segments, Construction and Materials. Previously, leaders within our three former operating groups of California, Central and Mountain managed both Construction and Materials operations within each group. As a result of the reorganization, we will no longer disclose financial information by operating group and we have updated our presentation of disaggregated revenue. The prior year disaggregation of revenue amounts have been recast to conform with the current period presentation.
Revenue is disaggregated by reportable segment (see Note 18) and customer type, which we believe best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.
Customer Type
Customers in our Construction segment are predominantly in the public sector which includes certain federal agencies, state departments of transportation, local transit authorities, county and city public works departments and school districts. Our private sector customers include, but are not limited to, developers, utilities and private owners of industrial, commercial and residential sites. Customers of our Materials segment include internal usage by our own construction projects, as well as third-party customers. Based on the nature of the Materials business, it is not meaningful to disaggregate revenue by customer type.
The following table presents our revenue disaggregated by reportable segment and by customer type for the Construction segment:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2024202320242023
Construction segment revenue:
Public$828,268 $674,494 $1,944,795 $1,513,046 
Private252,437 271,204 649,077 685,481 
Total Construction segment revenue1,080,705 945,698 2,593,872 2,198,527 
Materials segment revenue194,805 171,122 436,399 376,913 
Total revenue$1,275,510 $1,116,820 $3,030,271 $2,575,440 
v3.24.3
Unearned Revenue
9 Months Ended
Sep. 30, 2024
Revenue Recognition and Deferred Revenue [Abstract]  
Unearned Revenue Unearned Revenue
The following table presents our unearned revenue disaggregated by customer type as of the respective periods:
(in thousands)September 30, 2024December 31, 2023
Public$3,071,044 $2,892,255 
Private813,102 704,421 
Total$3,884,146 $3,596,676 
All unearned revenue is in the Construction segment. Approximately $2.7 billion of the September 30, 2024 unearned revenue is expected to be recognized within the next twelve months and the remaining amount will be recognized thereafter.
v3.24.3
Contract Assets and Liabilities
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Contract Assets and Liabilities Contract Assets and Liabilities
As a result of changes in contract transaction price related to performance obligations that were satisfied or partially satisfied prior to the end of the periods, we recognized revenue of $43.3 million and $220.7 million during the three and nine months ended September 30, 2024 and $41.6 million and $131.3 million during the three and nine months ended September 30, 2023. The changes in contract transaction price for the three and nine months ended September 30, 2024 and 2023 were from items such as executed or estimated change orders and unresolved contract modifications and claims.
As of September 30, 2024 and December 31, 2023, the aggregate claim recovery estimates included in contract asset and liability balances were $88.0 million and $77.9 million, respectively.
The components of the contract asset balances as of the respective dates were as follows:
(in thousands)September 30, 2024December 31, 2023
Costs in excess of billings and estimated earnings$143,739 $100,106 
Contract retention177,914 162,881 
Total contract assets$321,653 $262,987 
As of September 30, 2024 and December 31, 2023, contract retention receivable from Brightline Trains Florida LLC represented 9.1% and 11.1%, respectively, of total contract assets. No other contract retention receivable individually exceeded 10% of total contract assets at any of the presented dates. The majority of the contract retention balance is expected to be collected within one year.
As work is performed, revenue is recognized and the corresponding contract liabilities are reduced. We recognized revenue of $16.7 million and $270.0 million during the three and nine months ended September 30, 2024, respectively, and $17.5 million and $188.6 million during the three and nine months ended September 30, 2023, respectively, that was included in the contract liability balances at December 31, 2023 and 2022, respectively.
The components of the contract liability balances as of the respective dates were as follows:
(in thousands)September 30, 2024December 31, 2023
Billings in excess of costs and estimated earnings, net of retention$279,566 $227,913 
Provisions for losses13,075 15,935 
Total contract liabilities$292,641 $243,848 
v3.24.3
Receivables, net
9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
Receivables, net Receivables, net
Receivables include billed and unbilled amounts for services provided to clients for which we have an unconditional right to payment as of the end of the applicable period and generally do not bear interest. The following table presents major categories of receivables:
(in thousands)September 30, 2024December 31, 2023
Contracts completed and in progress:
Billed$367,272 $343,190 
Unbilled213,555 119,170 
Total contracts completed and in progress580,827 462,360 
Materials sales73,047 61,808 
Other80,087 76,084 
Total gross receivables733,961 600,252 
Less: allowance for credit losses943 1,547 
Total net receivables$733,018 $598,705 
Included in other receivables at September 30, 2024 and December 31, 2023 were items such as estimated recovery from back charge claims, notes receivable, fuel tax refunds and income tax refunds. Other receivables at September 30, 2024 and December 31, 2023 also included $25.0 million of working capital contributions in the form of a loan to a partner in one of our unconsolidated construction joint ventures, plus accrued interest. None of our customers had a receivable balance in excess of 10% of our total net receivables as of September 30, 2024 or December 31, 2023.
v3.24.3
Fair Value Measurement
9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurement Fair Value Measurement
The following tables summarize significant assets and liabilities measured at fair value in the condensed consolidated balance sheets on a recurring basis for each of the fair value levels (in thousands):
Fair Value Measurement at Reporting Date Using
September 30, 2024Level 1Level 2Level 3Total
Cash equivalents:
Money market funds$56,314 $— $— $56,314 
Total assets$56,314 $— $— $56,314 
Accrued and other current liabilities:
Crude oil swaps$— $363 $— $363 
Heating oil swaps— 801 — 801 
Diesel collars— 267 — 267 
Total liabilities$— $1,431 $— $1,431 
December 31, 2023
Cash equivalents:
Money market funds$101,275 $— $— $101,275 
Total assets$101,275 $— $— $101,275 
Accrued and other current liabilities:
Interest rate swap$— $126 $— $126 
Heating oil swaps— 153 — 153 
Diesel collars— 802 — 802 
Total liabilities$— $1,081 $— $1,081 
Interest Rate Swap
In connection with entering into Amendment No. 2 to the Fourth Amended and Restated Credit Agreement, as amended (the "Credit Agreement") in November 2023, we entered into an interest rate swap designated as a cash flow hedge with an initial notional amount of $75.0 million and an effective date of December 2023 and a maturity date of June 2027. In conjunction with the payoff of our term loan in June 2024, the interest rate swap was terminated resulting in a gain of $1.4 million.
Commodity Derivatives
In 2023, we entered into collar contracts and commodity swaps to reduce our price exposure on diesel consumption and heating oil consumption, respectively. The collars and swaps were not designated as hedges and will be treated as mark-to-market derivative instruments through their maturity dates. The financial statement impact of the collar contracts and commodity swaps for the three and nine months ended September 30, 2024 and 2023 was immaterial.
In April 2024 and December 2022, we entered into commodity swaps designated as cash flow hedges to reduce our price exposure on crude oil with a notional amount of $1.8 million and $7.0 million, respectively, and maturity dates of October 31, 2024 and October 31, 2023, respectively. The financial statement impact of these swaps during the three and nine months ended September 30, 2024 and 2023 was immaterial.
Other Assets and Liabilities
The carrying values and estimated fair values of financial instruments that are not required to be recorded at fair value in the condensed consolidated balance sheets were as follows:
September 30, 2024December 31, 2023
(in thousands)Fair Value HierarchyCarrying ValueFair
Value
Carrying ValueFair
Value
Assets:
Held-to-maturity marketable securities (1)Level 1$10,147 $10,119 $35,863 $35,357 
Liabilities (including current maturities):
3.25% Convertible Notes (2)
Level 2$373,750 $458,074 $— $— 
3.75% Convertible Notes (2)
Level 2$373,750 $674,301 $373,750 $475,601 
2.75% Convertible Notes (2)
Level 2$— $— $31,338 $51,045 
Credit Agreement - Term Loan (2)Level 3$— $— $150,000 $153,585 
Credit Agreement - Revolver (2)Level 3$— $— $100,000 $102,317 
(1) All marketable securities were classified as held-to-maturity and consisted of U.S. Government and agency obligations as of September 30, 2024 and December 31, 2023.
(2) The fair values of our our 3.25% convertible senior notes due 2030 (the "3.25% Convertible Notes"), our 3.75% convertible senior notes due 2028 (the "3.75% Convertible Notes") and our 2.75% convertible senior notes due 2024 (the "2.75% Convertible Notes") are based on the median price of the notes in an active market. The fair value of the Credit Agreement is based on borrowing rates available to us for long-term loans with similar terms, average maturities, and credit risk. See Note 14 for more information about our convertible notes and the Credit Agreement.
During the nine months ended September 30, 2024 and 2023, we had no material nonfinancial asset or liability fair value adjustments.
v3.24.3
Construction Joint Ventures
9 Months Ended
Sep. 30, 2024
Guarantees and Product Warranties [Abstract]  
Construction Joint Ventures Construction Joint Ventures
We participate in various construction joint ventures. We have determined that certain of these joint ventures are consolidated because they are variable interest entities (“VIEs”) and we are the primary beneficiary. We continually evaluate whether there are changes in the status of the VIEs or changes to the primary beneficiary designation of the VIE. Based on our assessments during the three and nine months ended September 30, 2024, we determined no change was required for existing joint ventures.
Due to the joint and several nature of the performance obligations under the related owner contracts, if any of our partners fail to perform, we and the remaining partners, if any, would be responsible for performance of the outstanding work (i.e., we provide a performance guarantee). We are not able to estimate amounts that may be required beyond the current remaining forecasted cost of the work to be performed. These forecasted costs could be offset by billings to the customer or
by proceeds from our partners’ corporate and/or other guarantees. See Note 13 for disclosure of the performance guarantee amounts recorded in the condensed consolidated balance sheets.
Consolidated Construction Joint Ventures (“CCJVs”)
As of September 30, 2024, we were engaged in ten active CCJV projects. Our proportionate share of the equity in these joint ventures was between 50.0% and 70.0%. During the three and nine months ended September 30, 2024 and 2023, total revenue from CCJVs was $101.3 million, $265.1 million, $91.2 million, and $223.3 million, respectively. During the nine months ended September 30, 2024 and 2023, CCJVs provided $33.0 million and used $36.8 million of operating cash flows, respectively. As of September 30, 2024, our share of revenue remaining to be recognized on these CCJVs was $375.8 million and ranged from $1.3 million to $140.1 million by project.
Unconsolidated Construction Joint Ventures
As of September 30, 2024, we were engaged in five active unconsolidated construction joint venture projects. Our proportionate share of the equity in these unconsolidated construction joint ventures ranged from 30.0% to 50.0%. As of September 30, 2024, our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was $31.4 million and ranged from $0.7 million to $24.6 million by project.
The following is summary financial information related to unconsolidated construction joint ventures:
(in thousands)September 30, 2024December 31, 2023
Assets:
Cash, cash equivalents and marketable securities$113,587 $117,962 
Other current assets (1)599,976 666,536 
Noncurrent assets37,036 52,580 
Less: partners’ interest520,025 574,723 
Granite’s interest (1),(2)$230,574 $262,355 
Liabilities:
Current liabilities$152,481 $191,175 
Less: partners’ interest and adjustments (3)61,493 85,131 
Granite’s interest$90,988 $106,044 
Equity in construction joint ventures (4)$139,586 $156,311 
(1) Included in this balance and in accrued expenses and other current liabilities on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 was $57.8 million related to performance guarantees (see Note 13).
(2) Included in this balance as of September 30, 2024 and December 31, 2023 was $68.4 million and $66.6 million, respectively, related to Granite’s share of estimated cost recovery of customer affirmative claims. In addition, this balance included $1.7 million related to Granite’s share of estimated recovery of back charge claims as of September 30, 2024 and December 31, 2023, respectively.
(3) Partners’ interest and adjustments includes amounts to reconcile total net assets as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast differences.
(4) Included in this balance and in accrued expenses and other current liabilities on our condensed consolidated balance sheets was $4.5 million and $14.9 million as of September 30, 2024 and December 31, 2023, respectively, related to deficits in unconsolidated construction joint ventures, which includes provisions for losses.
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2024202320242023
Revenue:
Total$15,996 $(18,391)$46,361 $44,994 
Less: partners’ interest and adjustments (1)8,206 (34,395)21,148 4,625 
Granite’s interest$7,790 $16,004 $25,213 $40,369 
Cost of revenue:
Total$23,462 $(10,607)$69,559 $74,328 
Less: partners’ interest and adjustments (1)13,756 (18,143)42,132 38,173 
Granite’s interest$9,706 $7,536 $27,427 $36,155 
Granite’s interest in gross profit (loss)$(1,916)$8,468 $(2,214)$4,214 
Net Income (Loss):
Total$(5,667)$(7,514)$(17,766)$(27,742)
Less: partners’ interest and adjustments (1)(4,264)(16,054)(17,115)(32,277)
Granite’s interest in net income (loss) (2)$(1,403)$8,540 $(651)$4,535 
(1)Partners’ interest and adjustments includes amounts to reconcile total revenue and total cost of revenue as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast and/or actual differences.
(2)These joint venture net income amounts exclude our corporate overhead required to manage the joint ventures and include taxes only to the extent the applicable states have joint venture level taxes.
v3.24.3
Investments in Affiliates
9 Months Ended
Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Investments in Affiliates Investments in Affiliates
Our investments in affiliates balance consists of equity method investments in the following types of entities:
(in thousands)September 30, 2024December 31, 2023
Foreign$72,790 $68,407 
Real estate4,522 7,136 
Asphalt terminal17,609 17,367 
Total investments in affiliates$94,921 $92,910 
The following table provides summarized balance sheet information for our affiliates accounted for under the equity method on a combined basis:
(in thousands)September 30, 2024December 31, 2023
Current assets$205,698 $204,897 
Noncurrent assets131,912 159,694 
Total assets$337,610 $364,591 
Current liabilities$74,533 $81,899 
Long-term liabilities (1)45,156 54,591 
Total liabilities$119,689 $136,490 
Net assets$217,921 $228,101 
Granite’s share of net assets$94,921 $92,910 
(1)This balance is primarily related to local bank debt for equipment purchases and debt associated with our real estate investments.
Of the $337.6 million of total affiliate assets as of September 30, 2024, we had investments in two real estate entities with total assets of $34.1 million, our foreign affiliates had total assets of $262.1 million and the asphalt terminal entity had total assets of $41.4 million. As of September 30, 2024 and December 31, 2023, all of the investments in real estate affiliates were in residential real estate in Texas. As of September 30, 2024, our percent ownership in the real estate entities ranged from 10% to 25%. We have direct and indirect investments in our foreign affiliates, and our percent ownership in foreign
affiliates ranged from 25% to 50% as of September 30, 2024. Our percent ownership in the asphalt terminal entity was 50% as of September 30, 2024.
v3.24.3
Property and Equipment, net
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment, net Property and Equipment, net
Balances of major classes of assets and total accumulated depreciation and depletion are included in property and equipment, net in the condensed consolidated balance sheets as follows:
(in thousands)September 30, 2024December 31, 2023
Equipment and vehicles$1,203,487 $1,140,195 
Quarry property253,864 251,922 
Land and land improvements129,047 105,872 
Buildings and leasehold improvements114,019 102,676 
Office furniture and equipment74,841 72,098 
Property and equipment$1,775,258 $1,672,763 
Less: accumulated depreciation and depletion1,055,580 1,009,899 
Property and equipment, net$719,678 $662,864 
v3.24.3
Accrued Expenses and Other Current Liabilities
9 Months Ended
Sep. 30, 2024
Other Liabilities Disclosure [Abstract]  
Accrued Expenses and Other Current Liabilities Accrued Expenses and Other Current Liabilities
(in thousands)September 30, 2024December 31, 2023
Accrued insurance$89,252 $81,936 
Deficits in unconsolidated construction joint ventures4,511 14,921 
Payroll and related employee benefits116,143 105,418 
Performance guarantees57,849 57,849 
Short-term lease liabilities18,612 16,826 
Other74,743 60,790 
Total$361,110 $337,740 
Other includes dividends payable, warranty reserves, asset retirement obligations, remediation reserves and other miscellaneous accruals, none of which were greater than 5% of total current liabilities at any of the presented dates. At December 31, 2023, the "other" balance above included the estimated LRC/MSG tax make-whole liability (see Note 3) which was finalized and paid in June 2024.
v3.24.3
Long-term Debt and Credit Arrangements
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Long-Term Debt and Credit Arrangements Long-Term Debt and Credit Arrangements
(in thousands)September 30, 2024December 31, 2023
3.25% Convertible Notes
$373,750 $— 
3.75% Convertible Notes
373,750 373,750 
2.75% Convertible Notes
— 31,338 
Credit Agreement - Term Loan — 150,000 
Credit Agreement - Revolver— 100,000 
Debt issuance costs and other(8,943)(375)
Total debt$738,557 $654,713 
Less: current maturities1,099 39,932 
Total long-term debt$737,458 $614,781 
Credit Agreement
In June 2022, we entered into the Credit Agreement which matures on June 2, 2027. The Credit Agreement consisted of a $350.0 million senior secured, five-year revolving credit facility (the “Revolver”), including an accordion feature allowing us to increase borrowings up to the greater of (a) $200.0 million and (b) 100% of twelve-month trailing consolidated EBITDA, subject to lender approval. The Credit Agreement includes a $150.0 million sublimit for letters of credit ($75.0
million for financial letters of credit) and a $20.0 million sublimit for swingline loans. In May 2023, we entered into Amendment No. 1 to the Credit Agreement ("Amendment No. 1"). Amendment No. 1 amended the Credit Agreement to, among other things, permit us to exchange our 2.75% Convertible Notes for cash and shares of our common stock and to clarify that (i) the issuance of the 3.75% Convertible Notes was permitted under the terms of the Credit Agreement and (ii) that a Swap Contract (as defined in the Credit Agreement) does not include any Permitted Call Spread Transaction (as defined in the Credit Agreement).
In November 2023, we entered into Amendment No. 2 to the Credit Agreement ("Amendment No. 2") which amended the Credit Agreement to, among other things, provide for a $150.0 million senior secured term loan (the “Term Loan”), which was fully drawn on closing to fund the LRC/MSG acquisition. The Term Loan was scheduled to mature on June 2, 2027 and amortize 5% per year, payable in quarterly installments beginning in the first quarter of 2024. The Term Loan was fully repaid with the net proceeds from our 3.25% Convertible Notes in the second quarter of 2024.
We may borrow on the Revolver, at our option, at either (a) the Secured Overnight Financing Rate (“SOFR”) term rate plus a credit adjustment spread plus applicable margin ranging from 1.0% to 2.0%, or (b) a base rate plus an applicable margin ranging from zero to 1.0%. The applicable margin is based on our Consolidated Leverage Ratio (as defined in our Credit Agreement), calculated quarterly. As of September 30, 2024, the total unused availability under the Credit Agreement was $333.5 million, resulting from $16.5 million in issued and outstanding letters of credit and nothing drawn under the Revolver. The letters of credit had expiration dates between November 2024 and December 2027.
3.25% Convertible Notes
On June 11, 2024, we issued $373.8 million aggregate principal amount of our 3.25% Convertible Notes. The 3.25% Convertible Notes bear interest at a rate of 3.25% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2024. The 3.25% Convertible Notes mature on June 15, 2030, unless earlier converted, redeemed or repurchased. Prior to the close of business on the business day immediately preceding December 15, 2029, the 3.25% Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods. Thereafter, the 3.25% Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding their maturity date.
The 3.25% Convertible Notes have an initial conversion rate of 12.8398 shares of our common stock per $1,000 principal amount of the 3.25% Convertible Notes, which is equivalent to an initial conversion price of approximately $77.88 per share of our common stock, subject to adjustment if certain events occur. Upon conversion, we will settle the principal amount of the 3.25% Convertible Notes in cash, and any conversion premium in excess of the principal amount in cash, or a combination of cash and shares of common stock, at our election.
In addition, upon the occurrence of a “fundamental change” as defined in the indenture governing the 3.25% Convertible Notes, holders may require us to repurchase for cash all or any portion of their 3.25% Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 3.25% Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. If certain corporate events that constitute a “make-whole fundamental change” as set forth in the indenture governing the 3.25% Convertible Notes occur prior to the maturity date of the 3.25% Convertible Notes or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 3.25% Convertible Notes in connection with such event or notice of redemption.
We will not be able to redeem the 3.25% Convertible Notes prior to June 21, 2027. On or after June 21, 2027, we will be able to redeem for cash all or any portion of the 3.25% Convertible Notes, at our option, if the last reported sale price of Granite’s common stock is equal to or greater than 130% of the conversion price for a specified period of time at a redemption price equal to 100% of the principal amount of the 3.25% Convertible Notes to be redeemed, plus accrued but unpaid interest to, but excluding, the redemption date. The indenture governing the 3.25% Convertible Notes contains customary events of default. In the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, with respect to us or our significant subsidiaries, all outstanding 3.25% Convertible Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, then the trustee or the holders of at least 25% in aggregate principal amount of the 3.25% Convertible Notes then outstanding may declare the 3.25% Convertible Notes due and payable immediately.
The net proceeds from the sale of the 3.25% Convertible Notes were approximately $365.0 million, after deducting the initial purchasers’ discount. We used approximately $46.0 million of the net proceeds from the 3.25% Convertible Notes offering to pay the cost of entering into capped call transactions in connection with the 3.25% Convertible Notes. In addition, we paid approximately $57.6 million of the net proceeds from the 3.25% Convertible Notes offering to
repurchase approximately $30.2 million in aggregate principal amount of our 2.75% Convertible Notes in separate and individually negotiated transactions entered into concurrently with the pricing of the offering; repaid amounts outstanding under our Term Loan of $148.1 million; repurchased $13.3 million of shares under our authorized share repurchase program; with the remainder of the net proceeds available for general corporate purposes, which may include acquisitions.
2024 Capped Call Transactions
In June 2024, we entered into privately negotiated capped call transactions in connection with the offering of the 3.25% Convertible Notes (the "2024 capped call transactions"). The 2024 capped call transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of the 3.25% Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 3.25% Convertible Notes, as the case may be. If, however, the market price per share of our common stock, as measured under the terms of the 2024 capped call transactions, exceeds the cap price of $119.82 of the 2024 capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such cash payments, in each case, to the extent that such market price exceeds the cap price of the 2024 capped call transactions.
3.75% Convertible Notes
On May 11, 2023, we issued $373.8 million aggregate principal amount of our 3.75% Convertible Notes. The 3.75% Convertible Notes bear interest at a rate of 3.75% per annum payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2023 and mature on May 15, 2028, unless earlier converted, redeemed or repurchased. Prior to the close of business on the business day immediately preceding November 15, 2027, the 3.75% Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods. Thereafter, the 3.75% Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
The initial conversion rate applicable to the 3.75% Convertible Notes is 21.6807 shares of our common stock per $1,000 principal amount of the 3.75% Convertible Notes, which is equivalent to an initial conversion price of approximately $46.12 per share of our common stock, subject to adjustment if certain events occur. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. In addition, upon the occurrence of a “fundamental change” as defined in the indenture governing the 3.75% Convertible Notes, holders may require us to repurchase for cash all or any portion of their 3.75% Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 3.75% Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. If certain corporate events that constitute a “make-whole fundamental change” as set forth in the indenture governing the 3.75% Convertible Notes occur prior to the maturity date of the 3.75% Convertible Notes or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 3.75% Convertible Notes in connection with such event or notice of redemption.
We will not be able to redeem the 3.75% Convertible Notes prior to May 20, 2026. On or after May 20, 2026, we have the option to redeem for cash all or any portion of the 3.75% Convertible Notes if the last reported sale price of our common stock is equal to or greater than 130% of the conversion price for a specified period of time at a redemption price equal to 100% of the principal amount of the 3.75% Convertible Notes to be redeemed, plus any accrued but unpaid interest to, but excluding, the redemption date. The indenture governing the 3.75% Convertible Notes contains customary events of default. In the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, with respect to us or our significant subsidiaries, all outstanding 3.75% Convertible Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, then the trustee or the holders of at least 25% in aggregate principal amount of the 3.75% Convertible Notes then outstanding may declare the 3.75% Convertible Notes due and payable immediately.
The net proceeds from the sale of the 3.75% Convertible Notes were approximately $364.4 million, after deducting the initial purchasers’ discount. We used approximately $53.0 million of the net proceeds from the offering to pay the cost of the 2023 capped call transactions (as described below). In addition, we used approximately $198.8 million of the net proceeds and issued 1,390,500 shares of Granite common stock in exchange for approximately $198.7 million aggregate principal amount of our 2.75% Convertible Notes concurrent with the offering in separate and individually negotiated transactions (the "Exchange Transaction"). In connection with the Exchange Transaction, we entered into partial unwind agreements (the "Unwind Agreements") with certain financial institutions to unwind a portion of the convertible note hedge and warrant transactions entered into in connection with the offering of the 2.75% Convertible Notes. Pursuant to the Unwind Agreements, we received 1,390,516 shares of our common stock (and cash in lieu of any fractional shares) in
respect of the unwind of the portion of the existing convertible note hedge transactions that correspond to the 2.75% Convertible Notes that were exchanged in the Exchange Transaction described above and paid $13.2 million in cash in respect of the unwind of the portion of the existing warrant transactions that correspond to the 2.75% Convertible Notes that were exchanged in the Exchange Transaction described above.
2023 Capped Call Transactions
In May 2023, we entered into capped call transactions (the "2023 capped call transactions") in connection with the offering of the 3.75% Convertible Notes. The 2023 capped call transactions are expected generally to reduce the potential dilution to our common stock upon conversion of the 3.75% Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 3.75% Convertible Notes, as the case may be. If, however, the market price per share of our common stock, as measured under the terms of the 2023 capped call transactions, exceeds the cap price of $79.83 of the 2023 capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such cash payments, in each case, to the extent that such market price exceeds the cap price of the 2023 capped call transactions.
2.75% Convertible Notes
The 2.75% Convertible Notes were issued in November 2019 in an aggregate principal amount of $230.0 million, with an interest rate of 2.75% and a maturity date of November 1, 2024, unless earlier converted, redeemed or repurchased.
In June 2024, we called the 2.75% Convertible Notes for redemption. As of September 30, 2024, no 2.75% Convertible Notes remained outstanding.
Covenants and Events of Default
Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below. Our failure to comply with these covenants would constitute an event of default under the Credit Agreement. Additionally, the 3.25% Convertible Notes and 3.75% Convertible Notes are governed by the terms and conditions of their respective indentures. Our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 3.25% Convertible Notes, our 3.75% Convertible Notes or our Credit Agreement would constitute an event of default under the 3.25% Convertible Notes indenture, the 3.75% Convertible Notes indenture or the Credit Agreement. A default under our Credit Agreement could result in (i) us no longer being entitled to borrow under such facility; (ii) termination of such facility; (iii) the requirement that any letters of credit under such facility be cash collateralized; (iv) acceleration of amounts owed under the Credit Agreement; and/or (v) foreclosure on any collateral securing the obligations under such facility. A default under the 3.25% Convertible Notes indenture or the 3.75% Convertible Notes indenture could result in acceleration of the maturity of the notes.
The most significant financial covenants under the terms of our Credit Agreement require the maintenance of a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio. As of September 30, 2024, we were in compliance with all covenants contained in the Credit Agreement. We are not aware of any non-compliance by any of our unconsolidated real estate entities with the covenants contained in their debt agreements.
Debt Issuance Costs
During the three and nine months ended September 30, 2024, we recorded $0.9 million and $3.0 million, respectively, of amortization related to debt issuance costs. We also capitalized $10.3 million in third party offering costs related to the issuance of the 3.25% Convertible Notes. These debt issuance costs will be amortized over the expected life of the 3.25% Convertible Notes.
During the three and nine months ended September 30, 2023, we recorded $0.6 million and $3.0 million, respectively, of amortization related to debt issuance costs. This included $1.7 million of accelerated amortization of debt issuance costs associated with the 2.75% Convertible Notes that were repaid and are included in the loss on debt extinguishment. We also capitalized $10.0 million in third party offering costs related to the issuance of the 3.75% Convertible Notes. These debt issuance costs will be amortized over the expected life of the 3.75% Convertible Notes.
v3.24.3
Weighted Average Shares Outstanding and Net Loss Per Share
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Weighted Average Shares Outstanding and Net Loss Per Share Weighted Average Shares Outstanding and Net Income Per Share
The following table presents a reconciliation of the weighted average shares of common stock used in calculating basic and diluted net income per share as well as the calculation of basic and diluted net income per share:
Three Months Ended September 30,Nine Months Ended
September 30,
(in thousands, except per share amounts)2024202320242023
Numerator
Net income attributable to common shareholders for basic earnings per share$78,951 $57,624 $84,863 $17,601 
Add: Interest expense related to Convertible Notes (1)3,064 3,209 9,196 — 
Net income attributable to common shareholders for diluted earnings per share$82,015 $60,833 $94,059 $17,601 
Denominator
Weighted average common shares outstanding, basic43,69643,924 43,91443,861 
Add: Dilutive effect of RSUs567 589 568 586 
Add: Dilutive effect of Convertible Notes (1)8,103 9,099 8,103 — 
Weighted average common shares outstanding, diluted52,36653,612 52,58544,447 
Net income per share, basic$1.81 $1.31 $1.93 $0.40 
Net income per share, diluted$1.57 $1.13 $1.79 $0.40 
(1) The dilutive effect of the convertible notes was determined using the if-converted method. As the 3.75% Convertible Notes will be convertible into cash, shares of our common stock or a combination thereof, at our election, the 3.75% Convertible Notes are assumed to be converted into common stock at the beginning of the reporting period, and the resulting shares are included in the denominator of the calculation. In addition, interest charges, net of any income tax effects are added back to the numerator of the calculation. For the 3.25% Convertible Notes, we are required to settle the principal amount in cash and any conversion premium in excess of the principal amount in cash, shares of common stock, or a combination of cash and shares of common stock, at our election. As such, the 3.25% Convertible Notes only have an impact on diluted earnings per share when the average share price of our common stock exceeds the conversion price.
For the nine months ended September 30, 2023, interest expense related to convertible notes of $6.9 million and the potential dilution from the convertible notes converting into 9.1 million shares of common stock have been excluded from the calculation of diluted earnings per share, as their inclusion would have been anti-dilutive.
In connection with the issuance of the 3.25% Convertible Notes and 3.75% Convertible Notes, we entered into the 2024 capped call transactions and 2023 capped call transactions, respectively, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive.
v3.24.3
Income Taxes
9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The following table presents the provision for income taxes for the respective periods:
Three Months Ended September 30,Nine Months Ended
September 30,
(dollars in thousands)2024202320242023
Provision for income taxes$25,469 $22,423 $36,636 $21,978 
Effective tax rate23.3 %28.1 %28.2 %73.6 %
Our effective tax rate for the three months ended September 30, 2024 is lower than the prior year due to tax expense recognized in the third quarter of 2023 associated with recording a non-deductible goodwill impairment and valuation allowances on certain foreign net operating losses. Our effective rate for the nine months ended September 30, 2024 is lower than the prior year primarily due to incurring less nondeductible debt extinguishment costs in 2024 than 2023 as well as the tax expense associated with the goodwill impairment and valuation allowances recorded in the third quarter of 2023.
v3.24.3
Contingencies - Legal Proceedings
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Contingencies - Legal Proceedings Contingencies - Legal Proceedings
Liabilities relating to legal proceedings and government inquiries, to the extent that we have concluded such liabilities are probable and the amounts of such liabilities are reasonably estimable, are recorded in the consolidated balance sheets. Disclosure is required when a material loss is probable but not reasonably estimable, a material loss is reasonably possible but not probable, or when it is reasonably possible that the amount of a loss will exceed the amount recorded. The total liabilities recorded in our condensed consolidated balance sheets for legal proceedings and government inquiries were immaterial as of September 30, 2024 and December 31, 2023.
It is possible that future developments in our legal proceedings and inquiries could require us to (i) adjust or reverse existing accruals, or (ii) record new accruals that we did not originally believe to be probable or that could not be reasonably estimated. Such changes could be material to our financial condition, results of operations and/or cash flows in any particular reporting period.
Ordinary Course Legal Proceedings
In the ordinary course of business, we and our affiliates are involved in various legal proceedings alleging, among other things, liability issues or breach of contract or tortious conduct in connection with the performance of services and/or materials provided, the various outcomes of which often cannot be predicted with certainty. For information on our accounting policies regarding affirmative claims and back charges that we are party to in the ordinary course of business, see Note 1 of our Annual Report. We and our affiliates are also subject to government inquiries in the ordinary course of business seeking information concerning our compliance with government construction contracting requirements and various laws and regulations, the outcomes which often cannot be predicted with certainty.
Some of the matters in which we or our joint ventures and affiliates are involved may involve compensatory, punitive, or other claims or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that are not probable to be incurred or cannot currently be reasonably estimated. In addition, in some circumstances our government contracts could be terminated, we could be suspended, debarred or incur other administrative penalties or sanctions, or payment of our costs could be disallowed. While any of our pending legal proceedings may be subject to early resolution as a result of our ongoing efforts to resolve the proceedings, whether or when any legal proceeding will be resolved is neither predictable nor guaranteed.
v3.24.3
Reportable Segment Information
9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Reportable Segment Information Reportable Segment Information
Our reportable segments are the same as our operating segments and correspond with how our chief operating decision maker, or decision-making group (our “CODM”), regularly reviews financial information to allocate resources and assess performance. We identified our CODM as our Chief Executive Officer and our Chief Operating Officer. Our reportable segments are: Construction and Materials.
Summarized segment information is as follows (in thousands):
Three months ended September 30,ConstructionMaterialsTotal
2024
Total revenue from reportable segments$1,080,705 $297,398 $1,378,103 
Elimination of intersegment revenue— (102,593)(102,593)
Revenue from external customers$1,080,705 $194,805 $1,275,510 
Gross profit$170,685 $32,264 $202,949 
Depreciation, depletion and amortization$16,979 $11,685 $28,664 
2023
Total revenue from reportable segments$945,698 $245,060 $1,190,758 
Elimination of intersegment revenue— (73,938)(73,938)
Revenue from external customers$945,698 $171,122 $1,116,820 
Gross profit$137,162 $29,481 $166,643 
Depreciation, depletion and amortization$11,239 $7,431 $18,670 
Nine Months Ended September 30,ConstructionMaterialsTotal
2024
Total revenue from reportable segments$2,593,872 $625,570 $3,219,442 
Elimination of intersegment revenue— (189,171)(189,171)
Revenue from external customers$2,593,872 $436,399 $3,030,271 
Gross profit$362,885 $59,060 $421,945 
Depreciation, depletion and amortization$44,183 $33,079 $77,262 
Segment assets as of period end$604,257 $646,654 $1,250,911 
2023
Total revenue from reportable segments$2,198,527 $523,813 $2,722,340 
Elimination of intersegment revenue— (146,900)(146,900)
Revenue from external customers$2,198,527 $376,913 $2,575,440 
Gross profit$253,021 $49,067 $302,088 
Depreciation, depletion and amortization$31,232 $20,644 $51,876 
Segment assets as of period end$449,354 $421,766 $871,120 
A reconciliation of segment gross profit to consolidated income before income taxes is as follows:
Three Months Ended September 30,Nine Months Ended
September 30,
(in thousands)2024202320242023
Total gross profit from reportable segments$202,949 $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)
Total other (income) expense, net(5,148)(6,101)16,791 29,573 
Income before income taxes$109,446 $79,919 $130,028 $29,856 
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 78,951 $ 57,624 $ 84,863 $ 17,601
v3.24.3
Insider Trading Arrangements
3 Months Ended 9 Months Ended
Sep. 30, 2024
shares
Sep. 30, 2024
shares
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Mr. Kyle T. Larkin [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On August 6, 2024, Mr. Kyle T. Larkin, the Company's President and Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement, as such term is defined in Item 408. The maximum number of shares to be sold under the plan is 30,000. The plan will terminate upon the earlier of December 31, 2025 or the completion of all the sales under the plan.
Name Mr. Kyle T. Larkin  
Title President and Chief Executive Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date August 6, 2024  
Expiration Date December 31, 2025  
Arrangement Duration 512 days  
Aggregate Available 30,000 30,000
v3.24.3
Acquisitions (Tables)
9 Months Ended
Sep. 30, 2024
Business Combinations [Abstract]  
Schedule of Purchase Price and Assumed Liabilities
The following table presents the purchase price allocation:
(in thousands)
Assets:
Cash and cash equivalents$12,798 
Receivables18,373 
Contract assets3,388 
Inventories13,738 
Other current assets1,032 
Property and equipment86,329 
Right of use assets15,539 
Other noncurrent assets3,718 
Total tangible assets154,915 
Identifiable intangible assets107,460 
Liabilities:
Accounts payable6,806 
Contract liabilities3,213 
Accrued expenses and other current liabilities10,166 
Long-term lease liabilities15,558 
Other long-term liabilities5,960 
Total liabilities assumed41,703 
Total tangible and identifiable intangible net assets acquired220,672 
Goodwill72,744 
Purchase price$293,416 
v3.24.3
Revisions in Estimates (Tables)
9 Months Ended
Sep. 30, 2024
Quarterly Financial Information Disclosure [Abstract]  
Schedule of Change in Accounting Estimates
The projects with decreases from revisions in estimates, which individually had an impact of $5.0 million or more on gross profit, are summarized as follows (dollars in millions, except per share data):
Three Months Ended September 30,Nine Months Ended
September 30,
2024202320242023
Number of projects with downward estimate changes— 
Range of reduction in gross profit from each project, net$
$8.4 $
5.3 - 22.0
$
5.3 - 40.5
Decrease to project profitability, net$— $8.4 $44.2 $51.1 
Decrease to net income$— $6.3 $33.8 $38.3 
Amounts attributable to non-controlling interests$— $4.2 $5.4 $20.2 
Decrease to net income attributable to Granite Construction Incorporated $— $2.1 $28.5 $18.1 
Decrease to net income per diluted share attributable to common shareholders $— $0.04 $0.54 $0.41 
v3.24.3
Disaggregation of Revenue (Tables)
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue
The following table presents our revenue disaggregated by reportable segment and by customer type for the Construction segment:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2024202320242023
Construction segment revenue:
Public$828,268 $674,494 $1,944,795 $1,513,046 
Private252,437 271,204 649,077 685,481 
Total Construction segment revenue1,080,705 945,698 2,593,872 2,198,527 
Materials segment revenue194,805 171,122 436,399 376,913 
Total revenue$1,275,510 $1,116,820 $3,030,271 $2,575,440 
v3.24.3
Unearned Revenue (Tables)
9 Months Ended
Sep. 30, 2024
Revenue Recognition and Deferred Revenue [Abstract]  
Schedule Of Unearned Revenue
The following table presents our unearned revenue disaggregated by customer type as of the respective periods:
(in thousands)September 30, 2024December 31, 2023
Public$3,071,044 $2,892,255 
Private813,102 704,421 
Total$3,884,146 $3,596,676 
v3.24.3
Contract Assets and Liabilities (Tables)
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Components of Contract Asset and Liability Balances
The components of the contract asset balances as of the respective dates were as follows:
(in thousands)September 30, 2024December 31, 2023
Costs in excess of billings and estimated earnings$143,739 $100,106 
Contract retention177,914 162,881 
Total contract assets$321,653 $262,987 
The components of the contract liability balances as of the respective dates were as follows:
(in thousands)September 30, 2024December 31, 2023
Billings in excess of costs and estimated earnings, net of retention$279,566 $227,913 
Provisions for losses13,075 15,935 
Total contract liabilities$292,641 $243,848 
v3.24.3
Receivables, net (Tables)
9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
Schedule of Major Categories of Receivables The following table presents major categories of receivables:
(in thousands)September 30, 2024December 31, 2023
Contracts completed and in progress:
Billed$367,272 $343,190 
Unbilled213,555 119,170 
Total contracts completed and in progress580,827 462,360 
Materials sales73,047 61,808 
Other80,087 76,084 
Total gross receivables733,961 600,252 
Less: allowance for credit losses943 1,547 
Total net receivables$733,018 $598,705 
v3.24.3
Fair Value Measurement (Tables)
9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The following tables summarize significant assets and liabilities measured at fair value in the condensed consolidated balance sheets on a recurring basis for each of the fair value levels (in thousands):
Fair Value Measurement at Reporting Date Using
September 30, 2024Level 1Level 2Level 3Total
Cash equivalents:
Money market funds$56,314 $— $— $56,314 
Total assets$56,314 $— $— $56,314 
Accrued and other current liabilities:
Crude oil swaps$— $363 $— $363 
Heating oil swaps— 801 — 801 
Diesel collars— 267 — 267 
Total liabilities$— $1,431 $— $1,431 
December 31, 2023
Cash equivalents:
Money market funds$101,275 $— $— $101,275 
Total assets$101,275 $— $— $101,275 
Accrued and other current liabilities:
Interest rate swap$— $126 $— $126 
Heating oil swaps— 153 — 153 
Diesel collars— 802 — 802 
Total liabilities$— $1,081 $— $1,081 
Carrying Values and Estimated Fair Values of Financial Instruments Not Required to be Recorded at Fair Value
The carrying values and estimated fair values of financial instruments that are not required to be recorded at fair value in the condensed consolidated balance sheets were as follows:
September 30, 2024December 31, 2023
(in thousands)Fair Value HierarchyCarrying ValueFair
Value
Carrying ValueFair
Value
Assets:
Held-to-maturity marketable securities (1)Level 1$10,147 $10,119 $35,863 $35,357 
Liabilities (including current maturities):
3.25% Convertible Notes (2)
Level 2$373,750 $458,074 $— $— 
3.75% Convertible Notes (2)
Level 2$373,750 $674,301 $373,750 $475,601 
2.75% Convertible Notes (2)
Level 2$— $— $31,338 $51,045 
Credit Agreement - Term Loan (2)Level 3$— $— $150,000 $153,585 
Credit Agreement - Revolver (2)Level 3$— $— $100,000 $102,317 
(1) All marketable securities were classified as held-to-maturity and consisted of U.S. Government and agency obligations as of September 30, 2024 and December 31, 2023.
(2) The fair values of our our 3.25% convertible senior notes due 2030 (the "3.25% Convertible Notes"), our 3.75% convertible senior notes due 2028 (the "3.75% Convertible Notes") and our 2.75% convertible senior notes due 2024 (the "2.75% Convertible Notes") are based on the median price of the notes in an active market. The fair value of the Credit Agreement is based on borrowing rates available to us for long-term loans with similar terms, average maturities, and credit risk. See Note 14 for more information about our convertible notes and the Credit Agreement.
v3.24.3
Construction Joint Ventures (Tables)
9 Months Ended
Sep. 30, 2024
Guarantees and Product Warranties [Abstract]  
Schedule of Unconsolidated Joint Ventures Assets and Liabilities
The following is summary financial information related to unconsolidated construction joint ventures:
(in thousands)September 30, 2024December 31, 2023
Assets:
Cash, cash equivalents and marketable securities$113,587 $117,962 
Other current assets (1)599,976 666,536 
Noncurrent assets37,036 52,580 
Less: partners’ interest520,025 574,723 
Granite’s interest (1),(2)$230,574 $262,355 
Liabilities:
Current liabilities$152,481 $191,175 
Less: partners’ interest and adjustments (3)61,493 85,131 
Granite’s interest$90,988 $106,044 
Equity in construction joint ventures (4)$139,586 $156,311 
(1) Included in this balance and in accrued expenses and other current liabilities on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 was $57.8 million related to performance guarantees (see Note 13).
(2) Included in this balance as of September 30, 2024 and December 31, 2023 was $68.4 million and $66.6 million, respectively, related to Granite’s share of estimated cost recovery of customer affirmative claims. In addition, this balance included $1.7 million related to Granite’s share of estimated recovery of back charge claims as of September 30, 2024 and December 31, 2023, respectively.
(3) Partners’ interest and adjustments includes amounts to reconcile total net assets as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast differences.
(4) Included in this balance and in accrued expenses and other current liabilities on our condensed consolidated balance sheets was $4.5 million and $14.9 million as of September 30, 2024 and December 31, 2023, respectively, related to deficits in unconsolidated construction joint ventures, which includes provisions for losses.
Schedule of Unconsolidated Joint Ventures Revenue and Costs
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2024202320242023
Revenue:
Total$15,996 $(18,391)$46,361 $44,994 
Less: partners’ interest and adjustments (1)8,206 (34,395)21,148 4,625 
Granite’s interest$7,790 $16,004 $25,213 $40,369 
Cost of revenue:
Total$23,462 $(10,607)$69,559 $74,328 
Less: partners’ interest and adjustments (1)13,756 (18,143)42,132 38,173 
Granite’s interest$9,706 $7,536 $27,427 $36,155 
Granite’s interest in gross profit (loss)$(1,916)$8,468 $(2,214)$4,214 
Net Income (Loss):
Total$(5,667)$(7,514)$(17,766)$(27,742)
Less: partners’ interest and adjustments (1)(4,264)(16,054)(17,115)(32,277)
Granite’s interest in net income (loss) (2)$(1,403)$8,540 $(651)$4,535 
(1)Partners’ interest and adjustments includes amounts to reconcile total revenue and total cost of revenue as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast and/or actual differences.
(2)These joint venture net income amounts exclude our corporate overhead required to manage the joint ventures and include taxes only to the extent the applicable states have joint venture level taxes.
v3.24.3
Investments in Affiliates (Tables)
9 Months Ended
Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investments
Our investments in affiliates balance consists of equity method investments in the following types of entities:
(in thousands)September 30, 2024December 31, 2023
Foreign$72,790 $68,407 
Real estate4,522 7,136 
Asphalt terminal17,609 17,367 
Total investments in affiliates$94,921 $92,910 
Equity Method Investment Summarized Balance Financial Information
The following table provides summarized balance sheet information for our affiliates accounted for under the equity method on a combined basis:
(in thousands)September 30, 2024December 31, 2023
Current assets$205,698 $204,897 
Noncurrent assets131,912 159,694 
Total assets$337,610 $364,591 
Current liabilities$74,533 $81,899 
Long-term liabilities (1)45,156 54,591 
Total liabilities$119,689 $136,490 
Net assets$217,921 $228,101 
Granite’s share of net assets$94,921 $92,910 
(1)This balance is primarily related to local bank debt for equipment purchases and debt associated with our real estate investments.
v3.24.3
Property and Equipment, net (Tables)
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment, net
Balances of major classes of assets and total accumulated depreciation and depletion are included in property and equipment, net in the condensed consolidated balance sheets as follows:
(in thousands)September 30, 2024December 31, 2023
Equipment and vehicles$1,203,487 $1,140,195 
Quarry property253,864 251,922 
Land and land improvements129,047 105,872 
Buildings and leasehold improvements114,019 102,676 
Office furniture and equipment74,841 72,098 
Property and equipment$1,775,258 $1,672,763 
Less: accumulated depreciation and depletion1,055,580 1,009,899 
Property and equipment, net$719,678 $662,864 
v3.24.3
Accrued Expenses and Other Current Liabilities (Tables)
9 Months Ended
Sep. 30, 2024
Other Liabilities Disclosure [Abstract]  
Schedule of Accrued Liabilities
(in thousands)September 30, 2024December 31, 2023
Accrued insurance$89,252 $81,936 
Deficits in unconsolidated construction joint ventures4,511 14,921 
Payroll and related employee benefits116,143 105,418 
Performance guarantees57,849 57,849 
Short-term lease liabilities18,612 16,826 
Other74,743 60,790 
Total$361,110 $337,740 
v3.24.3
Long-term Debt and Credit Arrangements (Tables)
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt Instruments
(in thousands)September 30, 2024December 31, 2023
3.25% Convertible Notes
$373,750 $— 
3.75% Convertible Notes
373,750 373,750 
2.75% Convertible Notes
— 31,338 
Credit Agreement - Term Loan — 150,000 
Credit Agreement - Revolver— 100,000 
Debt issuance costs and other(8,943)(375)
Total debt$738,557 $654,713 
Less: current maturities1,099 39,932 
Total long-term debt$737,458 $614,781 
v3.24.3
Weighted Average Shares Outstanding and Net Loss Per Share (Tables)
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table presents a reconciliation of the weighted average shares of common stock used in calculating basic and diluted net income per share as well as the calculation of basic and diluted net income per share:
Three Months Ended September 30,Nine Months Ended
September 30,
(in thousands, except per share amounts)2024202320242023
Numerator
Net income attributable to common shareholders for basic earnings per share$78,951 $57,624 $84,863 $17,601 
Add: Interest expense related to Convertible Notes (1)3,064 3,209 9,196 — 
Net income attributable to common shareholders for diluted earnings per share$82,015 $60,833 $94,059 $17,601 
Denominator
Weighted average common shares outstanding, basic43,69643,924 43,91443,861 
Add: Dilutive effect of RSUs567 589 568 586 
Add: Dilutive effect of Convertible Notes (1)8,103 9,099 8,103 — 
Weighted average common shares outstanding, diluted52,36653,612 52,58544,447 
Net income per share, basic$1.81 $1.31 $1.93 $0.40 
Net income per share, diluted$1.57 $1.13 $1.79 $0.40 
(1) The dilutive effect of the convertible notes was determined using the if-converted method. As the 3.75% Convertible Notes will be convertible into cash, shares of our common stock or a combination thereof, at our election, the 3.75% Convertible Notes are assumed to be converted into common stock at the beginning of the reporting period, and the resulting shares are included in the denominator of the calculation. In addition, interest charges, net of any income tax effects are added back to the numerator of the calculation. For the 3.25% Convertible Notes, we are required to settle the principal amount in cash and any conversion premium in excess of the principal amount in cash, shares of common stock, or a combination of cash and shares of common stock, at our election. As such, the 3.25% Convertible Notes only have an impact on diluted earnings per share when the average share price of our common stock exceeds the conversion price.
v3.24.3
Income Taxes (Tables)
9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Schedule of Components of Income Tax Expense (Benefit)
The following table presents the provision for income taxes for the respective periods:
Three Months Ended September 30,Nine Months Ended
September 30,
(dollars in thousands)2024202320242023
Provision for income taxes$25,469 $22,423 $36,636 $21,978 
Effective tax rate23.3 %28.1 %28.2 %73.6 %
v3.24.3
Reportable Segment Information (Tables)
9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information
Summarized segment information is as follows (in thousands):
Three months ended September 30,ConstructionMaterialsTotal
2024
Total revenue from reportable segments$1,080,705 $297,398 $1,378,103 
Elimination of intersegment revenue— (102,593)(102,593)
Revenue from external customers$1,080,705 $194,805 $1,275,510 
Gross profit$170,685 $32,264 $202,949 
Depreciation, depletion and amortization$16,979 $11,685 $28,664 
2023
Total revenue from reportable segments$945,698 $245,060 $1,190,758 
Elimination of intersegment revenue— (73,938)(73,938)
Revenue from external customers$945,698 $171,122 $1,116,820 
Gross profit$137,162 $29,481 $166,643 
Depreciation, depletion and amortization$11,239 $7,431 $18,670 
Nine Months Ended September 30,ConstructionMaterialsTotal
2024
Total revenue from reportable segments$2,593,872 $625,570 $3,219,442 
Elimination of intersegment revenue— (189,171)(189,171)
Revenue from external customers$2,593,872 $436,399 $3,030,271 
Gross profit$362,885 $59,060 $421,945 
Depreciation, depletion and amortization$44,183 $33,079 $77,262 
Segment assets as of period end$604,257 $646,654 $1,250,911 
2023
Total revenue from reportable segments$2,198,527 $523,813 $2,722,340 
Elimination of intersegment revenue— (146,900)(146,900)
Revenue from external customers$2,198,527 $376,913 $2,575,440 
Gross profit$253,021 $49,067 $302,088 
Depreciation, depletion and amortization$31,232 $20,644 $51,876 
Segment assets as of period end$449,354 $421,766 $871,120 
Reconciliation of Operating Profit (Loss) from Segments to Consolidated
A reconciliation of segment gross profit to consolidated income before income taxes is as follows:
Three Months Ended September 30,Nine Months Ended
September 30,
(in thousands)2024202320242023
Total gross profit from reportable segments$202,949 $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)
Total other (income) expense, net(5,148)(6,101)16,791 29,573 
Income before income taxes$109,446 $79,919 $130,028 $29,856 
v3.24.3
General - Narrative (Details)
3 Months Ended
Sep. 30, 2024
reportableSegments
operatingGroups
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Reportable segments | reportableSegments 2
Operating groups | operatingGroups 3
Headroom percentage 25.00%
v3.24.3
Acquisitions - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Nov. 30, 2023
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2022
Business Acquisition [Line Items]          
Amount drawn under revolver     $ 0 $ 55,000  
The Credit Agreement          
Business Acquisition [Line Items]          
Line of credit borrowing capacity         $ 200,000
Revolving Credit Facility | The Credit Agreement          
Business Acquisition [Line Items]          
Line of credit borrowing capacity         $ 350,000
Amount drawn under revolver $ 100,000   0    
Secured Debt | The Term Loan | Line of Credit          
Business Acquisition [Line Items]          
Line of credit borrowing capacity 150,000        
LRC/MSG          
Business Acquisition [Line Items]          
Consideration transferred $ 278,000        
Revenue since acquisition date   $ 45,500 105,000    
Net loss before taxes since acquisition date   5,700 $ 5,000    
Increase in purchase price   4,600      
Closing adjustments   $ 13,200      
v3.24.3
Acquisitions - Schedule of Purchase Price and Assumed Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Nov. 30, 2023
Liabilities:      
Goodwill $ 211,624 $ 155,004  
LRC/MSG      
Assets:      
Cash and cash equivalents     $ 12,798
Receivables     18,373
Contract assets     3,388
Inventories     13,738
Other current assets     1,032
Property and equipment     86,329
Right of use assets     15,539
Other noncurrent assets     3,718
Total tangible assets     154,915
Identifiable intangible assets     107,460
Liabilities:      
Accounts payable     6,806
Contract liabilities     3,213
Accrued expenses and other current liabilities     10,166
Long-term lease liabilities     15,558
Other long-term liabilities     5,960
Total liabilities assumed     41,703
Total tangible and identifiable intangible net assets acquired     220,672
Goodwill     72,744
Purchase price     $ 293,416
v3.24.3
Revisions in Estimates (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Change in Accounting Estimate [Line Items]        
Gross profit $ 202,949 $ 166,643 $ 421,945 $ 302,088
Net income $ 83,977 $ 57,496 $ 93,392 $ 7,878
Net income per share, diluted (USD per share) $ 1.57 $ 1.13 $ 1.79 $ 0.40
Revisions in Estimates, Decrease        
Change in Accounting Estimate [Line Items]        
Gross profit     $ 5,000  
Net income $ 0 $ 6,300 33,800 $ 38,300
Amounts attributable to non-controlling interests $ 0 $ 4,200 $ 5,400 $ 20,200
Net income per share, diluted (USD per share) $ 0 $ 0.04 $ 0.54 $ 0.41
v3.24.3
Revisions in Estimates - Summary of Impact of Revisions in Estimates to Gross Profit (Details)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
project
$ / shares
Sep. 30, 2023
USD ($)
project
$ / shares
Sep. 30, 2024
USD ($)
project
$ / shares
Sep. 30, 2023
USD ($)
project
$ / shares
Change in Accounting Estimate [Line Items]        
Range of change in gross profit from each project, net $ 202,949 $ 166,643 $ 421,945 $ 302,088
Changes to project profitability, net 109,446 79,919 130,028 29,856
Changes to net income (loss) 83,977 57,496 93,392 7,878
Changes to net income (loss) attributable to Granite Construction Incorporated $ 78,951 $ 57,624 $ 84,863 $ 17,601
Net income per share, diluted (USD per share) | $ / shares $ 1.57 $ 1.13 $ 1.79 $ 0.40
Minimum        
Change in Accounting Estimate [Line Items]        
Range of change in gross profit from each project, net       $ 5,300
Maximum        
Change in Accounting Estimate [Line Items]        
Range of change in gross profit from each project, net       $ 40,500
Revisions in Estimates, Decrease        
Change in Accounting Estimate [Line Items]        
Number of projects with estimate changes | project 0 1 4 3
Range of change in gross profit from each project, net     $ 5,000  
Changes to project profitability, net $ 0 $ 8,400 44,200 $ 51,100
Changes to net income (loss) 0 6,300 33,800 38,300
Amounts attributable to non-controlling interests 0 4,200 5,400 20,200
Changes to net income (loss) attributable to Granite Construction Incorporated $ 0 $ 2,100 $ 28,500 $ 18,100
Net income per share, diluted (USD per share) | $ / shares $ 0 $ 0.04 $ 0.54 $ 0.41
Revisions in Estimates, Decrease | Minimum        
Change in Accounting Estimate [Line Items]        
Range of change in gross profit from each project, net     $ 5,300  
Revisions in Estimates, Decrease | Maximum        
Change in Accounting Estimate [Line Items]        
Range of change in gross profit from each project, net $ 0   $ 22,000  
v3.24.3
Disaggregation of Revenue - Schedule of Disaggregation of Revenue (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
reportableSegments
operatingGroups
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Disaggregation of Revenue [Line Items]        
Reportable segments | reportableSegments 2      
Operating groups | operatingGroups 3      
Revenue $ 1,275,510 $ 1,116,820 $ 3,030,271 $ 2,575,440
Construction        
Disaggregation of Revenue [Line Items]        
Revenue 1,080,705 945,698 2,593,872 2,198,527
Construction | Public        
Disaggregation of Revenue [Line Items]        
Revenue 828,268 674,494 1,944,795 1,513,046
Construction | Private        
Disaggregation of Revenue [Line Items]        
Revenue 252,437 271,204 649,077 685,481
Materials        
Disaggregation of Revenue [Line Items]        
Revenue $ 194,805 $ 171,122 $ 436,399 $ 376,913
v3.24.3
Unearned Revenue (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Remaining performance obligation $ 3,884,146 $ 3,596,676
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Remaining performance obligation $ 2,700,000  
Expected timing of satisfaction 12 months  
v3.24.3
Unearned Revenue - Schedule of Unearned Revenue (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Disaggregation of Revenue [Line Items]    
Remaining performance obligation $ 3,884,146 $ 3,596,676
Public    
Disaggregation of Revenue [Line Items]    
Remaining performance obligation 3,071,044 2,892,255
Private    
Disaggregation of Revenue [Line Items]    
Remaining performance obligation $ 813,102 $ 704,421
v3.24.3
Contract Assets and Liabilities (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Product Information [Line Items]            
Claim recovery estimates $ 88.0     $ 88.0   $ 77.9
Revenue recognized 16.7 $ 17.5   $ 270.0 $ 188.6  
Customer Concentration Risk | Accounts Receivable | Brightline Trains Florida LLC            
Product Information [Line Items]            
Concentration risk     11.10% 9.10%    
Performance Obligations            
Product Information [Line Items]            
Revenue adjustment $ 43.3 $ 41.6   $ 220.7 $ 131.3  
v3.24.3
Contract Assets and Liabilities - Component of Contract Asset and Liability Balances (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Costs in excess of billings and estimated earnings $ 143,739 $ 100,106
Contract retention 177,914 162,881
Total contract assets 321,653 262,987
Billings in excess of costs and estimated earnings, net of retention 279,566 227,913
Provisions for losses 13,075 15,935
Total contract liabilities $ 292,641 $ 243,848
v3.24.3
Receivables, net (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Working capital contributions $ 25.0 $ 25.0
Percentage of receivables 10.00% 10.00%
v3.24.3
Receivables, net - Schedule of Receivables (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Receivables $ 733,961 $ 600,252
Less: allowance for credit losses 943 1,547
Total net receivables 733,018 598,705
Contracts completed and in progress:    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Billed 367,272 343,190
Unbilled 213,555 119,170
Receivables 580,827 462,360
Materials sales    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Receivables 73,047 61,808
Other    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Receivables $ 80,087 $ 76,084
v3.24.3
Fair Value Measurement (Details) - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Apr. 30, 2024
Nov. 30, 2023
Dec. 31, 2022
2.75% Convertible Notes          
Fair Value Measurement Inputs and Valuation Techniques [Line Items]          
Interest rate 2.75%        
Diesel collars          
Fair Value Measurement Inputs and Valuation Techniques [Line Items]          
Realized gain (loss) $ 0.0 $ 0.0      
Interest rate swap          
Fair Value Measurement Inputs and Valuation Techniques [Line Items]          
Notional amount       $ 75.0  
Commodity Contract, Maturing October 31, 2023          
Fair Value Measurement Inputs and Valuation Techniques [Line Items]          
Gain (loss) on commodity swap   $ 0.0      
Commodity Contract, Maturing October 31, 2023 | Designated as Hedging Instrument          
Fair Value Measurement Inputs and Valuation Techniques [Line Items]          
Notional amount     $ 1.8   $ 7.0
v3.24.3
Fair Value Measurement - Assets and Liabilities at Fair Value (Details) - Fair Value, Recurring - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets $ 56,314 $ 101,275
Total liabilities 1,431 1,081
Interest rate swap    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Accrued and other current liabilities:   126
Crude oil swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other current assets: 363  
Accrued and other current liabilities:   153
Diesel collars    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Accrued and other current liabilities: 267 802
Heating oil swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other current assets: 801  
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets 56,314 101,275
Total liabilities 0 0
Level 1 | Interest rate swap    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Accrued and other current liabilities:   0
Level 1 | Crude oil swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other current assets: 0  
Accrued and other current liabilities:   0
Level 1 | Diesel collars    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Accrued and other current liabilities: 0 0
Level 1 | Heating oil swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other current assets: 0  
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets 0 0
Total liabilities 1,431 1,081
Level 2 | Interest rate swap    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Accrued and other current liabilities:   126
Level 2 | Crude oil swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other current assets: 363  
Accrued and other current liabilities:   153
Level 2 | Diesel collars    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Accrued and other current liabilities: 267 802
Level 2 | Heating oil swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other current assets: 801  
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets 0 0
Total liabilities 0 0
Level 3 | Interest rate swap    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Accrued and other current liabilities:   0
Level 3 | Crude oil swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other current assets: 0  
Accrued and other current liabilities:   0
Level 3 | Diesel collars    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Accrued and other current liabilities: 0 0
Level 3 | Heating oil swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other current assets: 0  
Money Market Funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: 56,314 101,275
Money Market Funds | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: 56,314 101,275
Money Market Funds | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: 0 0
Money Market Funds | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: $ 0 $ 0
v3.24.3
Fair Value Measurement - Schedule of Carrying and Fair Value Amounts (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
May 11, 2023
3.75% Convertible Notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Interest rate 3.75%   3.75%
2.75% Convertible Notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Interest rate 2.75%    
3.25% Convertible Notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Interest rate 3.25%    
Carrying Value | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Held-to-maturity marketable securities $ 10,147 $ 35,863  
Carrying Value | Level 2 | 3.75% Convertible Notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Convertible notes 373,750 373,750  
Carrying Value | Level 2 | 2.75% Convertible Notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Convertible notes 0 31,338  
Carrying Value | Level 2 | 3.25% Convertible Notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Convertible notes 373,750 0  
Carrying Value | Level 3 | Term Loan      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Credit agreement 0 150,000  
Carrying Value | Level 3 | Revolver      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Credit agreement 0 100,000  
Fair Value | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Held-to-maturity marketable securities 10,119 35,357  
Fair Value | Level 2 | 3.75% Convertible Notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Convertible notes 674,301 475,601  
Fair Value | Level 2 | 2.75% Convertible Notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Convertible notes 0 51,045  
Fair Value | Level 2 | 3.25% Convertible Notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Convertible notes 458,074 0  
Fair Value | Level 3 | Term Loan      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Credit agreement 0 153,585  
Fair Value | Level 3 | Revolver      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Credit agreement $ 0 $ 102,317  
v3.24.3
Construction Joint Ventures - Narrative (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
project
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
project
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Guarantor Obligations [Line Items]          
Total revenue $ 1,275,510 $ 1,116,820 $ 3,030,271 $ 2,575,440  
Contract liabilities 292,641   292,641   $ 243,848
Unconsolidated Construction Corporate Joint Venture          
Guarantor Obligations [Line Items]          
Contract liabilities 31,400   31,400    
Minimum | Unconsolidated Construction Corporate Joint Venture          
Guarantor Obligations [Line Items]          
Contract liabilities $ 700   $ 700    
Ownership in joint venture 30.00%   30.00%    
Maximum | Unconsolidated Construction Corporate Joint Venture          
Guarantor Obligations [Line Items]          
Contract liabilities $ 24,600   $ 24,600    
Ownership in joint venture 50.00%   50.00%    
Variable Interest Entity, Primary Beneficiary | Consolidated Construction Corporate Joint Venture          
Guarantor Obligations [Line Items]          
Total revenue $ 101,300 $ 91,200 $ 265,100 223,300  
Operating cash flows     $ 33,000 $ (36,800)  
Variable Interest Entity, Primary Beneficiary | Minimum | Consolidated Construction Corporate Joint Venture          
Guarantor Obligations [Line Items]          
Share in equity of joint venture     50.00%    
Variable Interest Entity, Primary Beneficiary | Maximum | Consolidated Construction Corporate Joint Venture          
Guarantor Obligations [Line Items]          
Share in equity of joint venture     70.00%    
Consolidated Construction Corporate Joint Venture | Variable Interest Entity, Primary Beneficiary          
Guarantor Obligations [Line Items]          
Number of projects | project 10   10    
Contract liabilities $ 375,800   $ 375,800    
Consolidated Construction Corporate Joint Venture | Variable Interest Entity, Primary Beneficiary | Minimum          
Guarantor Obligations [Line Items]          
Contract liabilities 1,300   1,300    
Consolidated Construction Corporate Joint Venture | Variable Interest Entity, Primary Beneficiary | Maximum          
Guarantor Obligations [Line Items]          
Contract liabilities $ 140,100   $ 140,100    
Unconsolidated Construction Corporate Joint Venture | Variable Interest Entity, Primary Beneficiary          
Guarantor Obligations [Line Items]          
Number of projects | project 5,000,000   5,000,000    
v3.24.3
Construction Joint Ventures - Unconsolidated Construction Joint Ventures Financial Information (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Guarantor Obligations [Line Items]    
Cash, cash equivalents and marketable securities $ 113,587 $ 117,962
Other current assets 599,976 666,536
Noncurrent assets 37,036 52,580
Current liabilities 152,481 191,175
Equity in construction joint ventures 139,586 156,311
Accumulated deficit (568,877) (501,844)
Unconsolidated Construction Corporate Joint Venture    
Guarantor Obligations [Line Items]    
Customer affirmative claims 68,400 68,400
Back charge claims 1,700 1,700
Accumulated deficit 4,500 14,900
Performance Guarantee | Unconsolidated Construction Corporate Joint Venture    
Guarantor Obligations [Line Items]    
Performance guarantees 57,800 57,800
Other Partners Interest in Partnerships    
Guarantor Obligations [Line Items]    
Unconsolidated construction joint venture assets 520,025 574,723
Unconsolidated construction joint venture liabilities 61,493 85,131
Reporting Entitys Interest in Joint Venture    
Guarantor Obligations [Line Items]    
Unconsolidated construction joint venture assets 230,574 262,355
Unconsolidated construction joint venture liabilities $ 90,988 $ 106,044
v3.24.3
Construction Joint Ventures - Schedule of Unconsolidated Construction Joint Ventures Revenue and Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Guarantor Obligations [Line Items]        
Cost of revenue: $ 1,072,561 $ 950,177 $ 2,608,326 $ 2,273,352
Changes to net income (loss) 83,977 57,496 93,392 7,878
Granite’s interest in net income (loss)     651 (4,535)
Collaborative Arrangement        
Guarantor Obligations [Line Items]        
Revenue: 7,790 16,004 25,213 40,369
Cost of revenue: 9,706 7,536 27,427 36,155
Granite’s interest in gross profit (loss) (1,916) 8,468 (2,214) 4,214
Granite’s interest in net income (loss) (1,403) 8,540 (651) 4,535
Collaborative Arrangement | Corporate Joint Venture        
Guarantor Obligations [Line Items]        
Revenue: 15,996 (18,391) 46,361 44,994
Cost of revenue: 23,462 (10,607) 69,559 74,328
Changes to net income (loss) (5,667) (7,514) (17,766) (27,742)
Collaborative Arrangement | Co-venturer | Other Partners Interest in Partnerships        
Guarantor Obligations [Line Items]        
Revenue: 8,206 (34,395) 21,148 4,625
Cost of revenue: 13,756 (18,143) 42,132 38,173
Changes to net income (loss) $ (4,264) $ (16,054) $ (17,115) $ (32,277)
v3.24.3
Investments in Affiliates - Narrative (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
entity
Dec. 31, 2023
USD ($)
Schedule of Equity Method Investments [Line Items]    
Assets $ 3,130,925 $ 2,813,540
Real estate | Minimum    
Schedule of Equity Method Investments [Line Items]    
Ownership in joint venture 10.00%  
Real estate | Maximum    
Schedule of Equity Method Investments [Line Items]    
Ownership in joint venture 25.00%  
Foreign | Minimum    
Schedule of Equity Method Investments [Line Items]    
Ownership in joint venture 25.00%  
Foreign | Maximum    
Schedule of Equity Method Investments [Line Items]    
Ownership in joint venture 50.00%  
Asphalt terminal    
Schedule of Equity Method Investments [Line Items]    
Ownership in joint venture 50.00%  
Equity Method Investment, Nonconsolidated Investee or Group of Investees    
Schedule of Equity Method Investments [Line Items]    
Assets $ 337,610 $ 364,591
Real estate    
Schedule of Equity Method Investments [Line Items]    
Assets $ 34,100  
Number of real estate entities | entity 2  
Foreign    
Schedule of Equity Method Investments [Line Items]    
Assets $ 262,100  
Asphalt terminal    
Schedule of Equity Method Investments [Line Items]    
Assets $ 41,400  
v3.24.3
Investments in Affiliates - Equity Method Investments (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]    
Investments in affiliates $ 94,921 $ 92,910
Foreign    
Schedule of Equity Method Investments [Line Items]    
Investments in affiliates 72,790 68,407
Real estate    
Schedule of Equity Method Investments [Line Items]    
Investments in affiliates 4,522 7,136
Asphalt terminal    
Schedule of Equity Method Investments [Line Items]    
Investments in affiliates $ 17,609 $ 17,367
v3.24.3
Investments in Affiliates - Summarized Balance Sheet Information for Equity Method Investments (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]    
Current assets $ 1,814,102 $ 1,643,451
Total assets 3,130,925 2,813,540
Current liabilities 1,164,826 1,029,883
Granite’s share of net assets 94,921 92,910
Equity Method Investment, Nonconsolidated Investee or Group of Investees    
Schedule of Equity Method Investments [Line Items]    
Current assets 205,698 204,897
Noncurrent assets 131,912 159,694
Total assets 337,610 364,591
Current liabilities 74,533 81,899
Long-term liabilities 45,156 54,591
Total liabilities 119,689 136,490
Net assets $ 217,921 $ 228,101
v3.24.3
Property and Equipment, net - Property, Plant, and Equipment (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and equipment $ 1,775,258 $ 1,672,763
Less: accumulated depreciation and depletion 1,055,580 1,009,899
Property and equipment, net 719,678 662,864
Equipment and vehicles    
Property, Plant and Equipment [Line Items]    
Property and equipment 1,203,487 1,140,195
Quarry property    
Property, Plant and Equipment [Line Items]    
Property and equipment 253,864 251,922
Land and land improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment 129,047 105,872
Buildings and leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment 114,019 102,676
Office furniture and equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment $ 74,841 $ 72,098
v3.24.3
Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]    
Accrued insurance $ 89,252 $ 81,936
Deficits in unconsolidated construction joint ventures 4,511 14,921
Payroll and related employee benefits 116,143 105,418
Performance guarantees 57,849 57,849
Short-term lease liabilities 18,612 16,826
Other 74,743 60,790
Total $ 361,110 $ 337,740
v3.24.3
Long-term Debt and Credit Arrangements (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Nov. 30, 2023
USD ($)
May 11, 2023
USD ($)
$ / shares
shares
Jun. 30, 2022
USD ($)
Nov. 30, 2019
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2024
USD ($)
shares
Sep. 30, 2023
USD ($)
shares
Dec. 31, 2023
USD ($)
May 31, 2023
Debt Instrument [Line Items]                  
Capped call transactions           $ 46,046 $ 53,035    
Extinguishment of debt             49,335    
Proceeds from warrants           497 13,201    
Outstanding debt         $ 738,557 738,557   $ 654,713  
Amount drawn under revolver           $ 0 55,000    
Common Stock                  
Debt Instrument [Line Items]                  
Extinguishment of debt             $ 14    
Exercise of bond hedge (in shares) | shares   1,390,516       260,883 1,390,516    
The 3.75% Convertible Notes                  
Debt Instrument [Line Items]                  
Default percentage                 25.00%
The 3.75% Convertible Notes | Convertible Debt                  
Debt Instrument [Line Items]                  
Interest rate         3.75% 3.75%     3.75%
Principal amount   $ 373,800              
Conversion ratio   0.0216807              
Conversion price (USD per share) | $ / shares   $ 46.12              
Debt instrument, redemption price, percentage   100.00%              
Debt instrument, convertible, threshold percentage of stock price trigger   130.00%              
Debt proceeds   $ 364,400              
2.75% Convertible Notes                  
Debt Instrument [Line Items]                  
Interest rate         2.75% 2.75%      
Principal amount       $ 230,000          
Conversion ratio       0.0317776          
Amortization of debt issuance costs         $ 3,000   $ 900    
2.75% Convertible Notes | Convertible Debt                  
Debt Instrument [Line Items]                  
Interest rate       2.75% 2.75% 2.75%      
Termination fees   $ 198,800              
Loss on debt extinguishment (in shares) | shares   1,390,500              
Extinguishment of debt   $ 198,700              
Proceeds from warrants   13,200              
Outstanding debt         $ 0 $ 0   31,338  
The Credit Agreement                  
Debt Instrument [Line Items]                  
Line of credit borrowing capacity     $ 200,000            
Sublimit for letters of credit     150,000            
Outstanding letters of credit         16,500 $ 16,500      
The Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum                  
Debt Instrument [Line Items]                  
Variable interest rate           1.00%      
The Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum                  
Debt Instrument [Line Items]                  
Variable interest rate           2.00%      
The Credit Agreement | Base Rate | Minimum                  
Debt Instrument [Line Items]                  
Variable interest rate           0.00%      
The Credit Agreement | Base Rate | Maximum                  
Debt Instrument [Line Items]                  
Variable interest rate           1.00%      
The Credit Agreement | Line of Credit                  
Debt Instrument [Line Items]                  
Outstanding debt         0 $ 0   100,000  
The Credit Agreement | Revolving Credit Facility                  
Debt Instrument [Line Items]                  
Line of credit borrowing capacity     $ 350,000            
Debt term     5 years            
Percent of EBITDA     100.00%            
Line of credit remaining borrowing capacity         333,500 333,500      
Amount drawn under revolver $ 100,000         0      
The Credit Agreement | Financial Standby Letter of Credit                  
Debt Instrument [Line Items]                  
Line of credit borrowing capacity     $ 75,000            
The Credit Agreement | Swingline Loans                  
Debt Instrument [Line Items]                  
Sublimit for swingline loans     $ 20,000            
Capped Call Transaction                  
Debt Instrument [Line Items]                  
Capped call transactions   $ 53,000              
The Term Loan | Line of Credit                  
Debt Instrument [Line Items]                  
Outstanding debt         $ 0 $ 0   $ 150,000  
The Term Loan | Secured Debt | Line of Credit                  
Debt Instrument [Line Items]                  
Interest rate 5.00%                
Line of credit borrowing capacity $ 150,000                
v3.24.3
Long-term Debt and Credit Arrangements - Schedule of Long-term Debt and Credit Agreement (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
May 31, 2023
May 11, 2023
Nov. 30, 2019
Debt Instrument [Line Items]          
Total debt $ 738,557 $ 654,713      
Debt issuance costs and other (8,943) (375)      
Less: current maturities 1,099 39,932      
Total long-term debt $ 737,458 614,781      
3.75% Convertible Notes          
Debt Instrument [Line Items]          
Interest rate 3.75%     3.75%  
2.75% Convertible Notes          
Debt Instrument [Line Items]          
Interest rate 2.75%        
3.25% Convertible Notes          
Debt Instrument [Line Items]          
Interest rate 3.25%        
Convertible Debt | 3.75% Convertible Notes          
Debt Instrument [Line Items]          
Total debt $ 373,750 373,750      
Convertible Debt | 2.75% Convertible Notes          
Debt Instrument [Line Items]          
Total debt $ 0 31,338      
Interest rate 2.75%       2.75%
Convertible Debt | The 3.75% Convertible Notes          
Debt Instrument [Line Items]          
Interest rate 3.75%   3.75%    
Convertible Debt | 3.25% Convertible Notes          
Debt Instrument [Line Items]          
Total debt $ 373,750 0      
Line of Credit | The Term Loan          
Debt Instrument [Line Items]          
Total debt 0 150,000      
Line of Credit | The Credit Agreement          
Debt Instrument [Line Items]          
Total debt $ 0 $ 100,000      
v3.24.3
Weighted Average Shares Outstanding and Net Loss Per Share - Reconciliation of the Weighted Average Shares (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Numerator        
Net income attributable to common shareholders for diluted earnings per share $ 78,951 $ 57,624 $ 84,863 $ 17,601
Add: Interest expense related to 2.75% Convertible Notes 3,064 3,209 9,196 0
Net income attributable to common shareholders for diluted earnings per share $ 82,015 $ 60,833 $ 94,059 $ 17,601
Denominator        
Weighted average common shares outstanding, basic (in shares) 43,696 43,924 43,914 43,861
Dilutive effect of RSUs (in shares) 567 589 568 586
Dilutive effect of 2.75% Convertible Notes (in shares) 8,103 9,099 8,103 0
Weighted average common shares outstanding, diluted (in shares) 52,366 53,612 52,585 44,447
Net income per share, basic (USD per share) $ 1.81 $ 1.31 $ 1.93 $ 0.40
Net income per share, diluted (USD per share) $ 1.57 $ 1.13 $ 1.79 $ 0.40
v3.24.3
Income Taxes - Schedule of (Benefit from) Provision for Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
Provision for income taxes $ 25,469 $ 22,423 $ 36,636 $ 21,978
Effective tax rate 23.30% 28.10% 28.20% 73.60%
v3.24.3
Contingencies - Legal Proceedings (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]    
Total liabilities for legal proceedings $ 0 $ 0
v3.24.3
Reportable Segment Information - Segment Reporting Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Segment Reporting Information [Line Items]          
Total revenue $ 1,275,510 $ 1,116,820 $ 3,030,271 $ 2,575,440  
Gross profit 202,949 166,643 421,945 302,088  
Assets 3,130,925   3,130,925   $ 2,813,540
Operating Segments          
Segment Reporting Information [Line Items]          
Total revenue 1,378,103 1,190,758 3,219,442 2,722,340  
Gross profit 202,949 166,643 421,945 302,088  
Depreciation, depletion and amortization 28,664 18,670 77,262 51,876  
Assets 1,250,911 871,120 1,250,911 871,120  
Consolidation, Eliminations          
Segment Reporting Information [Line Items]          
Total revenue (102,593) (73,938) (189,171) (146,900)  
Construction          
Segment Reporting Information [Line Items]          
Total revenue 1,080,705 945,698 2,593,872 2,198,527  
Construction | Operating Segments          
Segment Reporting Information [Line Items]          
Total revenue 1,080,705 945,698 2,593,872 2,198,527  
Gross profit 170,685 137,162 362,885 253,021  
Depreciation, depletion and amortization 16,979 11,239 44,183 31,232  
Assets 604,257 449,354 604,257 449,354  
Construction | Consolidation, Eliminations          
Segment Reporting Information [Line Items]          
Total revenue 0 0 0 0  
Materials          
Segment Reporting Information [Line Items]          
Total revenue 194,805 171,122 436,399 376,913  
Materials | Operating Segments          
Segment Reporting Information [Line Items]          
Total revenue 297,398 245,060 625,570 523,813  
Gross profit 32,264 29,481 59,060 49,067  
Depreciation, depletion and amortization 11,685 7,431 33,079 20,644  
Assets 646,654 421,766 646,654 421,766  
Materials | Consolidation, Eliminations          
Segment Reporting Information [Line Items]          
Total revenue $ (102,593) $ (73,938) $ (189,171) $ (146,900)  
v3.24.3
Reportable Segment Information - Reconciliation of Segment Gross (Loss) Profit to Consolidated Loss (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting [Abstract]        
Gross profit $ 202,949 $ 166,643 $ 421,945 $ 302,088
Selling, general and administrative expenses 91,650 74,794 249,695 212,479
Other costs, net 8,543 19,843 29,778 37,973
Gain on sales of property and equipment, net (1,542) (1,812) (4,347) (7,793)
Total other (income) expense, net (5,148) (6,101) 16,791 29,573
Income before income taxes $ 109,446 $ 79,919 $ 130,028 $ 29,856

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Granite Construction (NYSE:GVA)
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