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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT


PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported) November 4, 2024


Knife River Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of(Commission File Number)(I.R.S. Employer Identification No.)
incorporation)
Delaware1-4164292-1008893

1150 West Century Avenue
P.O. Box 5568
Bismarck, North Dakota 58506-5568
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code (701) 530-1400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:
(Title of each class)(Trading Symbol(s))(Name of each exchange on which registered)
Common Stock, $0.01 par valueKNFNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02. Results of Operations and Financial Condition and
Item 7.01. Regulation FD Disclosure.

    On November 4, 2024, Knife River Corporation (the "Company") issued a press release announcing third quarter 2024 earnings. A copy of the press release, which the Company is furnishing to the Securities and Exchange Commission, is attached as Exhibit 99 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number    Description
104    Cover page interactive data file (embedded within the Inline XBRL document)


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Knife River Corporation

Date November 4, 2024
By /s/ Nathan W. Ring
Nathan W. Ring
Vice President and Chief Financial Officer
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earnings_releasexheadercopy.jpg
KNIFE RIVER CORPORATION REPORTS THIRD QUARTER FINANCIAL RESULTS

Achieved record third quarter revenue, gross profit and net income
Announced recent acquisition of aggregates and liquid asphalt businesses
Narrowed guidance range on revenue and adjusted EBITDA
BISMARCK, N.D. November 4, 2024 — Knife River Corporation (NYSE: KNF), an aggregates-led, vertically integrated construction materials and contracting services company, today announced financial results for the third quarter ended September 30, 2024.

PERFORMANCE SUMMARY
Three Months EndedNine Months Ended
(In millions, except per share)20242023% Change20242023% Change
Revenue$1,105.3$1,090.41%$2,241.8$2,183.53%
Gross profit$273.0$269.41%$455.7$426.57%
Net income$148.1$146.71%$178.4$162.210%
Net income margin13.4%13.4%8.0%7.4%
Adjusted EBITDA$245.2$247.5(1)%$381.8$360.06%
Adjusted EBITDA margin22.2%22.7%17.0%16.5%
Net income per share$2.60$2.581%$3.14$2.8610%
Note: Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. For more information on all non-GAAP measures and a reconciliation to the nearest GAAP measure, see the section entitled "Non-GAAP Financial Measures."
MANAGEMENT COMMENTARY
“Our third quarter results demonstrate the fundamental strength of our business and the benefits of our segment diversity,” said Knife River President and CEO Brian Gray. “We achieved record quarterly revenue, gross profit and net income, and adjusted EBITDA was near our record from the third quarter of 2023. Our geographic segments contributed record EBITDA of $224.6 million for the quarter, a combined 6 percent increase year-over-year across the Pacific, Northwest, Mountain and Central segments, which helped us overcome the anticipated EBITDA reduction at our Energy Services segment.”

“We are also excited to announce that we have closed on additional acquisitions, which we expect to generate an attractive financial return," Gray said. "Through Nov. 2, 2024, we have deployed $129.3 million of capital on six acquisitions, with a focus on aggregate reserves and construction materials. Purchase multiples were between 6-8 times projected 2025 EBITDA."

“Recent acquisitions include aggregate-specific purchases in key markets, including the assets of Frank B. Marks & Son in Northern California, Rock Products Manufacturing in Central Oregon and a sand reserve in Sioux Falls, South Dakota," Gray said. "Also, on Nov. 2, we purchased the business of Albina Asphalt. Based in Vancouver, Washington, Albina will expand the footprint of our high-margin liquid asphalt materials product line, with terminals in our most profitable geographic segment. While we incurred more corporate development costs during the quarter related to increased acquisition activity, we believe these investments will enhance our long-term profitability. We are excited to have a full pipeline of additional acquisition opportunities in front of us.”

"Growth is a key component of our 'Competitive EDGE' strategy, and so are pricing optimization, cost control and continuous improvements," Gray said. "During the quarter, our teams continued to optimize the pricing of our construction materials, control production costs through our Process Improvement Teams and realize higher margins on our contracting services. Our 'EDGE' strategy guides our decisions on quality of work over quantity of work."

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“We also continue to benefit from a strong public funding backdrop," Gray said. "We are seeing continued opportunities to bid on projects across our footprint, with record or near-record budgets at most of our state departments of transportation. We have a good schedule of DOT bid lettings coming up for 2025 across our states. Our backlog of $755 million is higher than the same period last year, with slightly higher expected margins. For the sixth consecutive quarter, our year-over-year expected backlog margins have improved, dating back to the launch of our EDGE plan.”

“As we look ahead at the full year, including expectations for our segments in the fourth quarter and anticipated acquisition expenses related to our growth program, we are narrowing guidance for 2024 revenue and adjusted EBITDA,” Gray said. “We expect revenue in the range of $2.85 billion to $2.95 billion, and adjusted EBITDA in the range of $445 million to $465 million. We are focused on a strong finish to the year and positioning our business for long-term growth. Thank you to our team members for working safely and for all they do to contribute to Knife River's continued success.”

THIRD QUARTER 2024 RESULTS
For the three months ended September 30, 2024, we reported record consolidated revenue of $1.1 billion, a 1% increase from the prior-year record revenue. Although volumes have declined as a direct result of our quality over quantity approach, record revenue was primarily driven by price increases in our aggregates and ready-mix product lines and increased contracting services revenues. We also reported record third quarter net income of $148.1 million, compared to net income of $146.7 million in the prior-year period. We had solid EBITDA contributions from each of our geographic segments, totaling a 6% increase from the prior-year period and a 14.8% increase in the first nine months of 2024, compared to the same period in 2023. Across each of our segments, we remain committed to continued improvement of our EDGE initiatives to optimize materials pricing and seek higher margins for contracting services. The results at our geographic segments helped to offset decreased EBITDA at Energy Services, which was expected and which we have guided to over the past few quarters, as liquid asphalt pricing decreased. Consolidated adjusted EBITDA for the quarter was $245.2 million, compared to $247.5 million in the prior-year period.
In the fourth quarter of 2023, we realigned our reportable segments to better support our operational strategies. The liquid asphalt and related services portion of the Pacific segment’s businesses are now reported under the Energy Services segment. In addition, the North Central and South operating segments have been aggregated into one reportable segment, Central. We also reallocated certain amounts to the operating segments that were previously reported within Corporate Services. All periods have been recast to conform with the revised presentation.
See the section entitled "Non-GAAP Financial Measures" for more information on all non-GAAP measures and a reconciliation to the nearest GAAP measure.
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REPORTING SEGMENT PERFORMANCE
Pacific
Alaska, California, HawaiiThree Months EndedNine Months Ended
Sept. 30,Sept. 30,
2024 2023 % Change2024 2023 % Change
(In millions)
Revenue$165.0 $157.3 5%$375.2 $348.1 8%
Gross profit
$34.3 $33.3 3%$60.2 $59.8 1%
Gross margin
20.8 %21.1 %16.0 %17.2 %
EBITDA$29.5 $28.6 3%$46.5 $46.1 1%
EBITDA margin17.9 %18.2 %12.4 %13.3 %
Third quarter revenue increased to a record $165.0 million, driven by continued construction activity in Northern California, coupled with price increases in all product lines. Offsetting the price increases were reduced volumes in all product lines, with asphalt showing the largest decrease due to the nature of the contracting work in the quarter being more geared to heavy-civil construction than paving. EBITDA increased year-over-year, largely due to margin increases across most product lines with price increases outpacing costs and improved contracting services gross profit from more work in Northern California.
Northwest
Oregon, WashingtonThree Months EndedNine Months Ended
Sept. 30,Sept. 30,
2024 2023 % Change2024 2023 % Change
(In millions)
Revenue$218.1 $209.4 4%$539.7 $504.2 7%
Gross profit$57.4 $50.2 14%$129.1 $107.9 20%
Gross margin
26.3 %24.0 %23.9 %21.4 %
EBITDA$55.9 $48.5 15%$126.8 $101.3 25%
EBITDA margin25.6 %23.2 %23.5 %20.1 %
Third quarter revenue increased 4% year-over-year to a record $218.1 million, as a result of public-agency construction work in the region, which also contributed to higher asphalt volumes. EBITDA was a record $55.9 million for the quarter, a 15% improvement year-over-year. The segment experienced improved contracting services margins, partly related to favorable project execution as well as efficiencies gained at its state-of-the-art prestress facility in Spokane.
Mountain
Idaho, Montana, WyomingThree Months EndedNine Months Ended
Sept. 30,Sept. 30,
2024 2023 % Change2024 2023 % Change
(In millions)
Revenue$261.1 $255.1 2%$514.9 $491.5 5%
Gross profit$61.1 $59.7 2%$101.1 $88.8 14%
Gross margin
23.4 %23.4 %19.6 %18.1 %
EBITDA$59.4 $59.4 —%$96.5 $86.0 12%
EBITDA margin22.8 %23.3 %18.7 %17.5 %
Third quarter revenue increased to a record $261.1 million, driven by increased pricing on aggregates and ready-mix, as well as contracting services activity. EBITDA remained unchanged year-over-year, as lower aggregate and ready-mix volumes were offset by improved contracting services margins as a result of disciplined project bidding and project timing.
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Central
Iowa, Minnesota, North Dakota, South Dakota, Texas
Three Months EndedNine Months Ended
Sept. 30,Sept. 30,
2024 2023 % Change2024 2023 % Change
(In millions)
Revenue$354.9 $354.9 —%$630.5 $643.6 (2)%
Gross profit
$85.4 $80.4 6%$110.6 $101.1 9%
Gross margin
24.1 %22.6 %17.5 %15.7 %
EBITDA$79.8 $74.8 7%$97.3 $86.3 13%
EBITDA margin22.5 %21.1 %15.4 %13.4 %
Third quarter revenue remained flat year-over-year, positively impacted by increased pricing, but offset by lower volumes as a result of our EDGE-related initiative of quality of work over quantity of work. EBITDA improved 7% to a third quarter record of $79.8 million, which was the result of increased pricing for ready-mix and asphalt as well as increased margins for contracting services from disciplined project bidding and execution.
Energy Services
California, Iowa, Nebraska, South Dakota, Texas, Wyoming
Three Months EndedNine Months Ended
Sept. 30,Sept. 30,
2024 2023 % Change2024 2023 % Change
(In millions)
Revenue$125.9 $140.6 (10)%$214.9 $234.1 (8)%
Gross profit
$34.7 $46.7 (26)%$53.7 $68.2 (21)%
Gross margin
27.5 %33.3 %25.0 %29.1 %
EBITDA$33.7 $45.7 (26)%$50.6 $64.5 (22)%
EBITDA margin26.8 %32.5 %23.5 %27.6 %
Third quarter revenue decreased year-over-year as anticipated and previously disclosed, as pricing for liquid asphalt continued to decrease across all markets. The decrease in pricing was slightly offset by strong demand in California and Texas. EBITDA decreased 26% year-over-year, as a result of lower market pricing and higher operating costs associated with plant repairs at our California terminal.
CAPITAL ALLOCATION & LIQUIDITY
Knife River is committed to disciplined use of capital, including reinvesting in the company to maintain fixed assets, improve operations and grow our business. For reporting purposes, we allocate capital expenditures in two categories, which align with our EDGE strategy: Disciplined use of capital and Growth of our company.

Discipline (Support and Improve Existing Operations)
Maintenance: Plant and equipment; aggregate reserve replacement.
Improvements: Productivity, safety, quality, environmental improvements that drive return on invested capital and support our core values.

Growth (Expand Operations)
Organic: Greenfield growth in new markets; additional operations in existing markets.
Acquisition: Purchase bolt-on or new platform operations in mid-sized, high-growth markets; focused on materials.

In the Discipline category, we estimate 2024 capital expenditures to be between 5% and 7% of revenue guidance, with $127.2 million spent as of Sept. 30, 2024. The majority has been spent on routine replacement of vehicles and equipment, plant improvements and buildings.

As of Nov. 4, we have invested $129.3 million in our Growth category on six acquisitions, which include aggregate, ready-mix and liquid asphalt operations. For the remainder of the year, we have approved investments totaling $23.1 million for the initial development of approved greenfield projects.

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Capital expenditures for future acquisitions and organic opportunities would be incremental to the outlined capital program; these opportunities are dependent upon economic and other competitive conditions. It is anticipated that capital expenditures for 2024 will be funded by various sources, including internally generated cash and debt.
As of September 30, 2024, Knife River had $220.4 million of unrestricted cash and cash equivalents and had $691.7 million of gross debt and $329.4 million of available capacity under its revolving credit facility, net of outstanding letters of credit. Net leverage, defined as the ratio of net debt to trailing-twelve-month Adjusted EBITDA, was 1.0x at September 30, 2024.

2024 FINANCIAL GUIDANCE
Knife River narrowed our full year 2024 revenue and Adjusted EBITDA guidance ranges. Also for the full year 2024, we anticipate price increases of high single digits for aggregates and ready-mix and low single digits for asphalt. We expect continued pricing momentum to be partially offset by volume declines for the materials product lines, including mid single digits for aggregates, high single digits for ready-mix and mid single digits for asphalt. The guidance ranges are based on normal economic and operating conditions.

LowHigh
(In millions)
Revenue
     Revenue (Knife River Consolidated)
$2,850.0 $2,950.0 
Adjusted EBITDA
     Geographic Segments and Corporate Services
$390.0 $405.0 
     Energy Services$55.0 $60.0 
Knife River Consolidated
$445.0 $465.0 
THIRD QUARTER 2024 RESULTS CONFERENCE CALL
Knife River will host a conference call at 11 a.m. EST on November 4, 2024, to discuss third quarter results, 2024 guidance and conduct a question-and-answer session. The event will be webcast at https://events.q4inc.com/attendee/304447263.

To participate in the live call:
Domestic: 1-800-549-8228
International: 1-289-819-1520
Conference ID: 66729
ABOUT KNIFE RIVER CORPORATION
Knife River Corporation, a member of the S&P MidCap 400 index, mines aggregates and markets crushed stone, sand, gravel and related construction materials, including ready-mix concrete, asphalt and other value-added products. Knife River also performs vertically integrated contracting services, specializing in publicly funded DOT projects and private projects across the industrial, commercial and residential space. For more information about the company, visit www.kniferiver.com.
CORPORATE CONTACTS
Media Contact: Tony Spilde, Senior Director of Communications, 541-693-5949
IR Contact: Zane Karimi, Director of Investor Relations, 503-944-3508
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Knife River Corporation
Consolidated Statements of Operations
(Unaudited)
Three Months EndedNine Months Ended
 September 30,September 30,
 2024202320242023
 (In millions, except per share amounts)
Revenue:    
Construction materials$545.7 $553.1 $1,185.0 $1,177.7 
Contracting services559.6 537.3 1,056.8 1,005.8 
Total revenue1,105.3 1,090.4 2,241.8 2,183.5 
Cost of revenue:    
Construction materials345.0 346.3 865.3 856.6 
Contracting services487.3 474.7 920.8 900.4 
Total cost of revenue832.3 821.0 1,786.1 1,757.0 
Gross profit273.0 269.4 455.7 426.5 
Selling, general and administrative expenses63.9 59.2 183.6 167.3 
Operating income209.1 210.2 272.1 259.2 
Interest expense13.9 15.3 41.8 44.0 
Other income2.5 — 7.5 3.3 
Income before income taxes197.7 194.9 237.8 218.5 
Income tax expense49.6 48.2 59.4 56.3 
Net income$148.1 $146.7 $178.4 $162.2 
Net income per share:
    
Basic $2.62 $2.59 $3.15 $2.87 
Diluted$2.60 $2.58 $3.14 $2.86 
Weighted average common shares outstanding:
Basic56.6 56.6 56.6 56.6 
Diluted 56.9 56.7 56.8 56.6 
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Knife River Corporation
Consolidated Balance Sheets
(Unaudited)
 September 30, 2024September 30, 2023December 31, 2023
Assets(In millions, except shares and per share amounts)
Current assets:  
Cash, cash equivalents and restricted cash$267.4 $116.2 $262.3 
Receivables, net449.2 491.9 266.8 
Costs and estimated earnings in excess of billings on uncompleted contracts69.3 50.5 27.3 
Inventories347.3 314.7 319.6 
Prepayments and other current assets26.4 38.1 37.5 
Total current assets1,159.6 1,011.4 913.5 
Noncurrent assets:  
Property, plant and equipment2,692.2 2,547.6 2,579.7 
Less accumulated depreciation, depletion and amortization1,346.0 1,248.1 1,264.7 
Net property, plant and equipment1,346.2 1,299.5 1,315.0 
Goodwill275.3 274.5 274.5 
Other intangible assets, net9.8 11.5 10.8 
Operating lease right-of-use assets47.4 44.3 44.7 
Investments and other45.8 39.7 41.3 
Total noncurrent assets 1,724.5 1,669.5 1,686.3 
Total assets$2,884.1 $2,680.9 $2,599.8 
Liabilities and Stockholders' Equity  
Current liabilities:  
Long-term debt - current portion$8.8 $7.1 $7.1 
Accounts payable180.6 149.0 107.7 
Billings in excess of costs and estimated earnings on uncompleted contracts44.8 58.8 51.4 
Taxes payable
16.0 53.3 9.3 
Accrued compensation42.1 37.9 48.1 
Accrued interest
13.8 16.0 7.2 
Current operating lease liabilities 13.5 13.7 12.9 
Other accrued liabilities106.5 89.2 103.6 
Total current liabilities 426.1 425.0 347.3 
Noncurrent liabilities:  
Long-term debt669.7 675.6 674.6 
Deferred income taxes187.9 174.0 174.5 
Noncurrent operating lease liabilities33.9 30.6 31.8 
Other117.6 132.7 105.6 
Total liabilities 1,435.2 1,437.9 1,333.8 
Commitments and contingencies
Stockholders' equity:  
Common stock, 300,000,000 shares authorized, $0.01 par value, 57,043,841 shares issued and 56,612,705 shares outstanding at September 30, 2024; 56,997,350 shares issued and 56,566,214 shares outstanding at September 30, 2023; 57,009,542 shares issued and 56,578,406 shares outstanding at December 31, 2023
.6 .6 .6 
Other paid-in capital618.8 613.0 614.5 
Retained earnings844.2 645.2 665.8 
Treasury stock held at cost - 431,136 shares
(3.6)(3.6)(3.6)
Accumulated other comprehensive loss(11.1)(12.2)(11.3)
Total stockholders' equity1,448.9 1,243.0 1,266.0 
Total liabilities and stockholders' equity $2,884.1 $2,680.9 $2,599.8 
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Knife River Corporation
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
 September 30,
 20242023
 (In millions)
Operating activities:  
Net income$178.4 $162.2 
Adjustments to reconcile net income to net cash provided by operating activities
115.1 93.0 
Changes in current assets and liabilities, net of acquisitions:
Receivables(224.8)(302.5)
Due from related-party— 16.1 
Inventories(27.3)8.6 
Other current assets11.1 (20.2)
Accounts payable77.2 91.6 
Due to related-party— (7.3)
Other current liabilities17.3 78.0 
Pension and postretirement benefit plan contributions(2.5)(1.6)
Other noncurrent changes5.4 35.0 
Net cash provided by operating activities149.9 152.9 
Investing activities:
Capital expenditures(127.2)(86.4)
Acquisitions, net of cash acquired(15.0)— 
Net proceeds from sale or disposition of property and other7.6 5.2 
Investments(3.2)(1.7)
Net cash used in investing activities(137.8)(82.9)
Financing activities:
Issuance of long-term related-party notes, net— 205.3 
Issuance of long-term debt— 700.0 
Repayment of long-term debt(5.3)(1.9)
Debt issuance costs— (16.7)
Tax withholding on stock-based compensation
(1.7)— 
Net transfers to Centennial Energy Holdings Inc.— (850.6)
Net cash provided by (used in) financing activities(7.0)36.1 
Increase in cash, cash equivalents and restricted cash5.1 106.1 
Cash, cash equivalents and restricted cash -- beginning of year262.3 10.1 
Cash, cash equivalents and restricted cash -- end of period$267.4 $116.2 
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Segment Financial Data and Highlights (Unaudited)
Three Months EndedNine Months Ended
September 30,September 30,
2024202320242023
DollarsMarginDollarsMarginDollarsMarginDollarsMargin
(Dollars in millions)
Revenues by segment:
Pacific$165.0$157.3$375.2$348.1
Northwest218.1209.4539.7504.2
Mountain261.1255.1514.9491.5
Central354.9354.9630.5643.6
Energy Services125.9140.6214.9234.1
Total segment revenues1,125.01,117.32,275.22,221.5
Corporate Services and Eliminations(19.7)(26.9)(33.4)(38.0)
Consolidated revenues$1,105.3$1,090.4$2,241.8$2,183.5
Gross profit by segment:
Pacific$34.320.8%$33.321.1%$60.216.0%$59.817.2%
Northwest57.426.3%50.224.0%129.123.9%107.921.4%
Mountain61.123.4%59.723.4%101.119.6%88.818.1%
Central85.424.1%80.422.6%110.617.5%101.1 15.7%
Energy Services34.727.5%46.733.3%53.725.0%68.229.1%
Total segment gross profit272.924.3%270.324.2%454.720.0%425.819.2%
Corporate Services and Eliminations0.1(0.6)%(0.9)3.2%1.0(3.0)%0.7(1.6)%
Consolidated gross profit$273.024.7%$269.424.7%$455.720.3%$426.519.5%
Net income by segment:
Pacific$23.4 14.2%$23.114.7%$28.57.6%$30.28.7%
Northwest45.220.7%38.718.5%95.117.6%72.914.5%
Mountain52.720.2%53.120.8%76.814.9%67.413.7%
Central70.119.8%66.118.6%69.711.1%61.19.5%
Energy Services32.425.8%44.531.6%46.821.8%60.826.0%
Total segment net income223.819.9%225.520.2%316.913.9%292.413.2%
Corporate Services and Eliminations (a)(75.7)N.M.(78.8)N.M.(138.5)N.M.(130.2)N.M.
Consolidated net income$148.113.4%$146.713.4%$178.48.0%$162.27.4%
EBITDA by segment:
Pacific$29.517.9%$28.618.2%$46.512.4%$46.113.3%
Northwest55.925.6%48.523.2%126.823.5%101.320.1%
Mountain59.422.8%59.423.3%96.518.7%86.017.5%
Central79.822.5%74.821.1%97.315.4%86.3 13.4%
Energy Services33.726.8%45.732.5%50.623.5%64.527.6%
Total segment EBITDA (b)
258.323.0%257.023.0%417.718.4%384.217.3%
Corporate Services and Eliminations(13.7)N.M.(15.6)N.M.(42.3)N.M.(31.8)N.M.
Consolidated EBITDA (b)
$244.622.1%$241.422.1%$375.416.7%$352.416.1%
(a)N.M. - not meaningful
(b)EBITDA, segment EBITDA, EBITDA margin and segment EBITDA margin are non-GAAP financial measures. For more information and a reconciliation to the nearest GAAP measure, see the section entitled "Non-GAAP Financial Measures."

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The following table summarizes backlog for the company.
September 30, 2024September 30, 2023
(In millions)
Pacific$114.9 $69.8 
Northwest168.0 227.4 
Mountain279.9 251.1 
Central192.3 183.9 
$755.1 $732.2 
Margins on backlog at September 30, 2024, are expected to be slightly higher than the margins on backlog at September 30, 2023. Approximately 87% of the company's contracting services backlog relates to publicly funded projects, including street and highway construction projects. Period over period increases or decreases should not be used as an indicator of future revenues or earnings.
Three Months EndedNine Months Ended
September 30,September 30,
2024 2023 2024 2023 
Sales (thousands):
Aggregates (tons)11,16912,02224,83326,071
Ready-mix concrete (cubic yards)1,1481,2712,6532,944
Asphalt (tons)3,1503,3495,1835,441
Average selling price:*
Aggregates (per ton)$17.32$16.10$17.56$16.24
Ready-mix concrete (per cubic yard)$185.97$169.98$185.78$169.02
Asphalt (per ton)$68.28$66.51$67.68$66.41
*The average selling price includes freight and delivery and other revenues.
Three Months EndedNine Months Ended
September 30,September 30,
2024202320242023
Dollars
Margin
Dollars
Margin
Dollars
Margin
Dollars
Margin
(Dollars in millions)
Revenues by product line:
Aggregates$193.4$193.6$436.2$423.5
Ready-mix concrete213.5216.0492.8497.7
Asphalt215.1222.8350.8361.3
Liquid asphalt
110.9122.6187.3203.8
Other*89.791.5206.4192.1
Contracting services559.6537.31,056.81,005.8
Internal sales(276.9)(293.4)(488.5)(500.7)
Total revenues$1,105.3$1,090.4$2,241.8$2,183.5
Gross profit by product line:
Aggregates$51.726.7%$51.826.7%$96.122.0%$90.621.4%
Ready-mix concrete39.618.6%37.717.4%78.115.8%74.515.0%
Asphalt43.120.0%39.417.7%54.715.6%49.713.8%
Liquid asphalt
28.826.0%39.232.0%43.723.3%57.428.1%
Other*37.541.8%38.742.3%47.122.8%48.925.5%
Contracting services72.312.9%62.611.7%136.012.9%105.410.5%
Total gross profit$273.024.7%$269.424.7%$455.720.3%$426.519.5%
*Other includes cement, merchandise, fabric and spreading, and other products and services that individually are not considered to be a core line of business.
10


NON-GAAP FINANCIAL MEASURES
EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, including those measures by segment, as applicable, net debt and net leverage are considered non-GAAP measures of financial performance. These non-GAAP financial measures are not measures of financial performance under GAAP. The items excluded from these non-GAAP financial measures are significant components in understanding and assessing financial performance. Therefore, these non-GAAP financial measures should not be considered substitutes for the applicable GAAP metric.
EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are most directly comparable to the corresponding GAAP measures of net income and net income margin. Net debt and net leverage are most directly comparable to the corresponding GAAP measures of total debt. We believe these non-GAAP financial measures, in addition to corresponding GAAP measures, are useful to investors by providing meaningful information about operational efficiency compared to our peers by excluding the impacts of differences in tax jurisdictions and structures, debt levels and capital investment. We believe Adjusted EBITDA and Adjusted EBITDA margin are useful performance measures because they allow for an effective evaluation of our operating performance by excluding stock-based compensation and unrealized gains and losses on benefit plan investments as they are considered non-cash and not part of our core operations. We also exclude the one-time, non-recurring costs associated with the separation of Knife River from MDU Resources as those are not expected to continue. We believe EBITDA and Adjusted EBITDA assist rating agencies and investors in comparing operating performance across operating periods on a consistent basis by excluding items management does not believe are indicative of the company's operating performance, including using EBITDA and Adjusted EBITDA to calculate Knife River’s leverage as a multiple of EBITDA and Adjusted EBITDA. Additionally, EBITDA and Adjusted EBITDA are important financial metrics for debt investors who utilize debt to EBITDA and debt to Adjusted EBITDA ratios. We believe EBITDA and EBITDA margin, including those measures by segment, are useful performance measures because they provide clarity as to the operational results of the company. Management believes net debt and net leverage are useful performance measures because they provide a measure of how long it would take the company to pay back its debt if net debt and Adjusted EBITDA were constant. Net leverage also allows management to assess our borrowing capacity and optimal leverage ratio. Our management uses these non-GAAP financial measures in conjunction with GAAP results when evaluating our operating results internally and calculating employee incentive compensation, and leverage as a multiple of Adjusted EBITDA to determine the appropriate method of funding our operations.
EBITDA is calculated by adding back income taxes, interest expense (net of interest income) and depreciation, depletion and amortization expense to net income. EBITDA margin is calculated by dividing EBITDA by revenues. Adjusted EBITDA is calculated by adding back unrealized gains and losses on benefit plan investments, stock-based compensation and one-time separation costs, to EBITDA. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenues. Net debt is calculated by adding unamortized debt issuance costs to the total debt balance presented on the balance sheet, less any unrestricted cash. Net leverage is calculated by dividing net debt by trailing-twelve-month Adjusted EBITDA. These non-GAAP financial measures are calculated the same for both the segment and consolidated metrics and should not be considered as alternatives to, or more meaningful than, GAAP financial measures such as net income, net income margin and total debt and are intended to be helpful supplemental financial measures for investors’ understanding of our operating performance. Our non-GAAP financial measures are not standardized; therefore, it may not be possible to compare these financial measures with other companies’ EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, net debt and net leverage measures having the same or similar names.
The following information reconciles segment and consolidated net income (loss) to EBITDA and Adjusted EBITDA and provides the calculation of EBITDA margin, Adjusted EBITDA margin, net debt and net leverage. Interest expense, net, is net of interest income that is included in other income (expense) on the Consolidated Statements of Operations.

11


Three Months Ended September 30, 2024PacificNorthwestMountain
Central
Energy Services
Corporate Services and Eliminations
Consolidated
(In millions)
Net income (loss)$23.4 $45.2 $52.7 $70.1 $32.4 $(75.7)$148.1 
Depreciation, depletion and amortization6.1 10.7 6.7 9.7 1.3 0.3 34.8 
Interest expense, net
— — — — — 12.1 12.1 
Income taxes— — — — — 49.6 49.6 
EBITDA$29.5 $55.9 $59.4 $79.8 $33.7 $(13.7)$244.6 
Unrealized (gains) losses on benefit plan investments$(1.2)$(1.2)
Stock-based compensation expense1.8 1.8 
Adjusted EBITDA$(13.1)$245.2 
Revenue$165.0 $218.1 $261.1 $354.9 $125.9 $(19.7)$1,105.3 
Net Income Margin14.2 %20.7 %20.2 %19.8 %25.8 %N.M.13.4 %
EBITDA Margin17.9 %25.6 %22.8 %22.5 %26.8 %N.M.22.1 %
Adjusted EBITDA MarginN.M.22.2 %
*N.M. - not meaningful

Three Months Ended September 30, 2023PacificNorthwestMountain
Central
Energy Services
Corporate Services and Eliminations
Consolidated
(In millions)
Net income (loss)$23.1 $38.7 $53.1 $66.1 $44.5 $(78.8)$146.7 
Depreciation, depletion and amortization5.5 9.8 6.3 8.7 1.2 0.3 31.8 
Interest expense, net
— — — — — 14.7 14.7 
Income taxes— — — — — 48.2 48.2 
EBITDA$28.6 $48.5 $59.4 $74.8 $45.7 $(15.6)$241.4 
Unrealized (gains) losses on benefit plan investments$0.6 $0.6 
Stock-based compensation expense1.5 1.5 
One-time separation costs
4.0 4.0 
Adjusted EBITDA$(9.5)$247.5 
Revenue$157.3 $209.4 $255.1 $354.9 $140.6 $(26.9)$1,090.4 
Net Income Margin14.7 %18.5 %20.8 %18.6 %31.6 %N.M.13.4 %
EBITDA Margin18.2 %23.2 %23.3 %21.1 %32.5 %N.M.22.1 %
Adjusted EBITDA MarginN.M.22.7 %
*N.M. - not meaningful

12


Nine Months Ended September 30, 2024PacificNorthwestMountain
Central
Energy Services
Corporate Services and Eliminations
Consolidated
(In millions)
Net income (loss)$28.5 $95.1 $76.8 $69.7 $46.8 $(138.5)$178.4 
Depreciation, depletion and amortization18.0 31.7 19.6 27.6 3.8 .8 101.5 
Interest expense, net
— — 0.1 — — 36.0 36.1 
Income taxes— — — — — 59.4 59.4 
EBITDA$46.5 $126.8 $96.5 $97.3 $50.6 $(42.3)$375.4 
Unrealized (gains) losses on benefit plan investments$(2.8)$(2.8)
Stock-based compensation expense5.4 5.4 
One-time separation costs3.8 3.8 
Adjusted EBITDA$(35.9)$381.8 
Revenue$375.2 $539.7 $514.9 $630.5 $214.9 $(33.4)$2,241.8 
Net Income Margin7.6 %17.6 %14.9 %11.1 %21.8 %N.M.8.0 %
EBITDA Margin12.4 %23.5 %18.7 %15.4 %23.5 %N.M.16.7 %
Adjusted EBITDA MarginN.M.17.0 %
*N.M. - not meaningful

Nine Months Ended September 30, 2023PacificNorthwestMountain
Central
Energy Services
Corporate Services and Eliminations
Consolidated
(In millions)
Net income (loss)$30.2 $72.9 $67.4 $61.1 $60.8 $(130.2)$162.2 
Depreciation, depletion and amortization15.9 28.4 18.5 25.2 3.7 0.8 92.5 
Interest expense, net
— — 0.1 — — 41.3 41.4 
Income taxes— — — — — 56.3 56.3 
EBITDA$46.1 $101.3 $86.0 $86.3 $64.5 $(31.8)$352.4 
Unrealized (gains) losses on benefit plan investments$(1.1)$(1.1)
Stock-based compensation expense2.3 2.3 
One-time separation costs6.4 6.4 
Adjusted EBITDA$(24.2)$360.0 
Revenue$348.1 $504.2 $491.5 $643.6 $234.1 $(38.0)$2,183.5 
Net Income Margin8.7 %14.5 %13.7 %9.5 %26.0 %N.M.7.4 %
EBITDA Margin13.3 %20.1 %17.5 %13.4 %27.6 %N.M.16.1 %
Adjusted EBITDA MarginN.M.16.5 %
*N.M. - not meaningful
13


The following tables provide the reconciliation to trailing-twelve-month EBITDA and Adjusted EBITDA as of September 30, 2024, as well as the net leverage calculation of net debt to trailing-twelve-month Adjusted EBITDA.
Twelve Months Ended
 September 30, 2024
Nine Months Ended September 30, 2024
Twelve Months Ended December 31, 2023
Nine Months Ended September 30, 2023
(In millions)
Net income$199.1 $178.4 $182.9 $162.2 
Depreciation, depletion and amortization132.8 101.5 123.8 92.5 
Interest expense, net47.6 36.1 52.9 41.4 
Income taxes65.5 59.4 62.4 56.3 
EBITDA$445.0 $375.4 $422.0 $352.4 
Unrealized (gains) losses on benefit plan investments(4.4)(2.8)(2.7)(1.1)
Stock-based compensation expense6.2 5.4 3.1 2.3 
One-time separation costs7.4 3.8 10.0 6.4 
Adjusted EBITDA$454.2 $381.8 $432.4 $360.0 
Revenue
$2,888.6 $2,241.8 $2,830.3 $2,183.5 
Net Income Margin
6.9 %8.0 %6.5 %7.4 %
EBITDA Margin
15.4 %16.7 %14.9 %16.1 %
Adjusted EBITDA Margin
15.7 %17.0 %15.3 %16.5 %
Twelve Months Ended
 September 30, 2023
Nine Months Ended September 30, 2023
Twelve Months Ended December 31, 2022
Nine Months Ended Sept. 30, 2022
(In millions)
Net income$180.2 $162.2 $116.2 $98.2 
Depreciation, depletion and amortization121.7 92.5 117.8 88.6 
Interest expense, net50.0 41.4 30.1 21.5 
Income taxes66.0 56.3 42.6 32.9 
EBITDA$417.9 $352.4 $306.7 $241.2 
Unrealized (gains) losses on benefit plan investments(1.9)(1.1)4.0 4.8 
Stock-based compensation expense3.4 2.3 2.7 1.6 
One-time separation costs6.4 6.4 — — 
Adjusted EBITDA$425.8 $360.0 $313.4 $247.6 
Revenue
$2,721.0 $2,183.5 $2,534.7 $1,997.2 
Net Income Margin
6.6 %7.4 %4.6 %4.9 %
EBITDA Margin
15.4 %16.1 %12.1 %12.1 %
Adjusted EBITDA Margin
15.6 %16.5 %12.4 %12.4 %
The following table provides the reconciliation of the net leverage calculation of net debt to Adjusted EBITDA.
Twelve Months Ended
 September 30, 2024
(In millions)
Long-term debt$669.7 
Long-term debt - current portion8.8 
Total debt678.5 
Add: Unamortized debt issuance costs
13.2 
Total debt, gross
691.7 
Less: Cash and cash equivalents, excluding restricted cash220.4 
Total debt, net
$471.3 
Trailing-twelve-months ended September 30, 2024, Adjusted EBITDA
$454.2 
Net leverage
1.0x
14


The following table provides a reconciliation of consolidated GAAP net income to EBITDA and Adjusted EBITDA for forecasted results.
2024
LowHigh
(In millions)
Net income$190.0 $205.0 
Adjustments:
Interest expense, net
46.0 46.0 
Income taxes
65.0 70.0 
Depreciation, depletion and amortization
135.9 135.9 
EBITDA$436.9 $456.9 
Unrealized (gains) losses on benefit plan investments(2.9)(2.9)
Stock-based compensation expense7.2 7.2 
One-time separation costs3.8 3.8 
Adjusted EBITDA$445.0 $465.0 
FORWARD-LOOKING STATEMENTS
The information in this news release highlights the key growth strategies, projections and certain assumptions for the company and its subsidiaries. Many of these highlighted statements and other statements not historical in nature are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. Although the company believes that its expectations are based on reasonable assumptions, there is no assurance the company’s projections or estimates for growth, shareholder value creation, financial guidance, expected backlog margin or other proposed strategies will be achieved. Please refer to assumptions contained in this news release, as well as the various important factors listed in Part I, Item 1A - Risk Factors in the company's 2023 Form 10-K and subsequent filings with the Securities and Exchange Commission.
Changes in such assumptions and factors could cause actual future results to differ materially from growth and financial guidance. All forward-looking statements in this news release are expressly qualified by such cautionary statements and by reference to the underlying assumptions. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Except as required by law, the company does not undertake to update forward-looking statements, whether as a result of new information, future events or otherwise.
15
v3.24.3
Cover page
Nov. 04, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 04, 2024
Entity Registrant Name Knife River Corporation
Entity Incorporation, State or Country Code DE
Entity File Number 1-41642
Entity Tax Identification Number 92-1008893
Entity Address, Address Line One 1150 West Century Avenue
Entity Address, Address Line Two P.O. Box 5568
Entity Address, City or Town Bismarck
Entity Address, State or Province ND
Entity Address, Postal Zip Code 58506-5568
City Area Code 701
Local Phone Number 530-1400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol KNF
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001955520
Amendment Flag false

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