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GRANITE CONSTRUCTION INC - Quarter Report: 2023 September (Form 10-Q)

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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, 2023
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, 2023.
ClassOutstanding
Common stock, $0.01 par value43,933,314

Table of Contents
TABLE OF CONTENTS
EXHIBIT 101.INS
EXHIBIT 101.SCH
EXHIBIT 101.CAL
EXHIBIT 101.DEF
EXHIBIT 101.LAB
EXHIBIT 101.PRE
EXHIBIT 104
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EXPLANATORY NOTE
As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 21, 2023, the restatement of our unaudited quarterly financial information for the first three quarters in the year ended December 31, 2022 is necessary to correct for (a) errors related to deferred taxes and the calculation of income tax expense in connection with the sale of the Company’s trenchless and pipe rehabilitation services business (“Inliner”), which was completed in the first quarter of 2022, and (b) other immaterial errors, including certain errors that had previously been adjusted for as out of period corrections.
We have reflected the impact of the restatement on our unaudited condensed consolidated financial information as of and for the three and nine months ended September 30, 2022 herein. See Note 3 of “Notes to the Condensed Consolidated Financial Statements” for additional information.
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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, 2023December 31, 2022
ASSETS
Current assets
Cash and cash equivalents ($118,653 and $102,547 related to consolidated construction joint ventures (“CCJVs”))
$292,124 $293,991 
Short-term marketable securities31,278 39,374 
Receivables, net ($75,172 and $39,281 related to CCJVs)
743,091 463,987 
Contract assets ($73,675 and $80,306 related to CCJVs)
282,280 241,916 
Inventories92,131 86,809 
Equity in construction joint ventures206,669 183,808 
Other current assets ($4,000 and $5,694 related to CCJVs)
47,477 37,411 
Total current assets1,695,050 1,347,296 
Property and equipment, net ($7,714 and $7,834 related to CCJVs)
569,722 509,210 
Long-term marketable securities5,750 26,569 
Investments in affiliates91,101 80,725 
Goodwill74,264 73,703 
Right of use assets56,874 49,079 
Deferred income taxes, net29,043 22,208 
Other noncurrent assets58,517 59,143 
Total assets$2,580,321 $2,167,933 
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt$1,475 $1,447 
Accounts payable ($65,645 and $57,534 related to CCJVs)
477,031 334,392 
Contract liabilities ($59,148 and $62,675 related to CCJVs)
221,983 173,286 
Accrued expenses and other current liabilities ($5,344 and $8,451 related to CCJVs)
355,987 288,469 
Total current liabilities1,056,476 797,594 
Long-term debt403,785 286,934 
Long-term lease liabilities42,198 32,170 
Deferred income taxes, net3,812 1,891 
Other long-term liabilities67,473 64,199 
Commitments and contingencies (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: 43,926,576 shares as of September 30, 2023 and 43,743,907 shares as of December 31, 2022
439 437 
Additional paid-in capital472,379 470,407 
Accumulated other comprehensive income894 788 
Retained earnings481,636 481,384 
Total Granite Construction Incorporated shareholders’ equity955,348 953,016 
Non-controlling interests51,229 32,129 
Total equity1,006,577 985,145 
Total liabilities and equity$2,580,321 $2,167,933 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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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,
2023As Restated2023As Restated
20222022
Revenue
Construction$945,698 $847,371 $2,198,527 $2,138,858 
Materials171,122 161,539 376,913 373,185 
Total revenue1,116,820 1,008,910 2,575,440 2,512,043 
Cost of revenue
Construction808,536 754,354 1,945,506 1,907,110 
Materials141,641 139,501 327,846 332,220 
Total cost of revenue950,177 893,855 2,273,352 2,239,330 
Gross profit166,643 115,055 302,088 272,713 
Selling, general and administrative expenses74,794 61,795 212,479 192,036 
Other costs, net19,843 (490)37,973 22,401 
Gain on sales of property and equipment, net(1,812)(949)(7,793)(10,462)
Operating income73,818 54,699 59,429 68,738 
Other (income) expense
Loss on debt extinguishment— — 51,052 — 
Interest income(4,293)(1,894)(11,287)(3,246)
Interest expense4,877 2,519 11,899 10,003 
Equity in income of affiliates, net(7,147)(3,491)(19,378)(9,656)
Other (income) expense, net462 77 (2,713)4,646 
Total other (income) expense, net(6,101)(2,789)29,573 1,747 
Income before income taxes79,919 57,488 29,856 66,991 
Provision for (benefit from) income taxes22,423 (7,710)21,978 7,310 
Net income57,496 65,198 7,878 59,681 
Amount attributable to non-controlling interests128 4,104 9,723 1,569 
Net income attributable to Granite Construction Incorporated$57,624 $69,302 $17,601 $61,250 
Net income per share attributable to common shareholders (see Note 15):
Basic$1.31 $1.58 $0.40 $1.37 
Diluted$1.13 $1.36 $0.40 $1.25 
Weighted average shares outstanding:
Basic43,924 43,973 43,861 44,739 
Diluted53,612 51,863 44,447 52,613 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited - in thousands)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023As Restated2023As Restated
20222022
Net income$57,496 $65,198 $7,878 $59,681 
Other comprehensive income (loss), net of tax
Net unrealized gain (loss) on cash flow hedges, net of tax$883 $(1,906)$325 $153 
Less: reclassification for net gains (losses) included in interest expense, net of tax(362)— (250)3,042 
Net change$521 $(1,906)$75 $3,195 
Foreign currency translation adjustments, net(422)53 31 699 
Other comprehensive income (loss), net of tax$99 $(1,853)$106 $3,894 
Comprehensive income, net of tax$57,595 $63,345 $7,984 $63,575 
Non-controlling interests in comprehensive income, net of tax128 4,104 9,723 1,569 
Comprehensive income attributable to Granite Construction Incorporated, net of tax$57,723 $67,449 $17,707 $65,144 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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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 Income (Loss) 		Retained Earnings Total Granite
Shareholders’ Equity 		Non-controlling Interests Total Equity
Balances at June 30, 202343,918,798$439 $470,511 $795 $429,797 $901,542 $39,908 $941,450 
Net income— — — — 57,624 57,624 (128)57,496 
Other comprehensive income—— — 99 — 99 — 99 
Repurchases of common stock (1)(3,334)— (134)— — (134)— (134)
Restricted stock units (“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, 202343,926,576$439 $472,379 $894 $481,636 $955,348 $51,229 $1,006,577 
Balances at June 30, 2022 (as restated)44,078,469$441 $467,159 $2,388 $401,667 $871,655 $33,316 $904,971 
Net income (as restated)—— — — 69,302 69,302 (4,104)65,198 
Other comprehensive loss—— — (1,853)— (1,853)— (1,853)
Repurchases of common stock (1)(378,790)(4)(346)— — (350)— (350)
RSUs vested23,994— — — — — — — 
Dividends on common stock ($0.13 per share)
—— 74 — (5,759)(5,685)— (5,685)
Transactions with non-controlling interests—— — — — — 6,409 6,409 
Stock-based compensation expense and other(15)— 1,775 — (76)1,699 — 1,699 
Balances at September 30, 2022 (as restated)43,723,658$437 $468,662 $535 $465,134 $934,768 $35,621 $970,389 
(1)During the three months ended September 30, 2023 and 2022, there were 3,334 shares and 9,641 shares, respectively, withheld related to employee taxes for restricted stock units ("RSUs") vested under our equity incentive plans. During the three months ended September 30, 2022, we also repurchased 366,785 shares under the Board approved share repurchase program.
The accompanying notes are an integral part of these condensed consolidated financial statements.
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GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited - in thousands, except share data)
Outstanding SharesCommon StockAdditional
Paid-In
Capital		Accumulated Other
Comprehensive Income (Loss)		Retained EarningsTotal Granite
Shareholders’ Equity		Non-controlling InterestsTotal Equity
Balances at December 31, 202243,743,907$437 $470,407 $788 $481,384 $953,016 $32,129 $985,145 
Net income—— — — 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, 202343,926,576$439 $472,379 $894 $481,636 $955,348 $51,229 $1,006,577 
Balances at December 31, 202145,840,260$458 $559,752 $(3,359)$410,831 $967,682 $27,881 $995,563 
Cumulative effect of newly adopted accounting standard— — (26,961)— 10,543 (16,418)— (16,418)
Balances at January 1, 202245,840,260458 532,791 (3,359)421,374 951,264 27,881 979,145 
Net income (as restated)—— — — 61,250 61,250 (1,569)59,681 
Other comprehensive income—— — 3,894 — 3,894 — 3,894 
Repurchases of common stock (1)(2,370,376)(23)(70,703)— — (70,726)— (70,726)
RSUs vested244,7602 (2)— — — — — 
Dividends on common stock ($0.13 per share per quarter)
—— 218 — (17,490)(17,272)— (17,272)
Transactions with non-controlling interests—— — — — — 9,309 9,309 
Stock-based compensation expense and other9,014— 6,358 — — 6,358 — 6,358 
Balances at September 30, 2022 (as restated)43,723,658$437 $468,662 $535 $465,134 $934,768 $35,621 $970,389 
(1) During the nine months ended September 30, 2023 and 2022, there were 96,936 shares and 69,659 shares, respectively, withheld related to employee taxes for RSUs vested under our equity incentive plans. During the nine months ended September 30, 2022, we also repurchased 2,298,353 shares under the Board approved share repurchase program.
The accompanying notes are an integral part of these condensed consolidated financial statements.
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GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
Nine Months Ended September 30,2023As Restated
2022
Operating activities
Net income$7,878 $59,681 
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation, depletion and amortization65,298 61,714 
Amortization related to long-term debt1,689 1,901 
Non-cash loss on debt extinguishment51,052 — 
Gain on sale of business— (3,278)
Gain on sales of property and equipment, net(7,793)(10,462)
Deferred income taxes1,542 (17,819)
Stock-based compensation8,630 6,151 
Equity in net (income) loss from unconsolidated joint ventures(4,535)25,066 
Net income from affiliates(19,378)(9,656)
Other non-cash adjustments5,659 38 
Changes in assets and liabilities:
Receivables(286,262)(94,233)
Contract assets, net8,315 (91,102)
Inventories(3,421)(8,795)
Contributions to unconsolidated construction joint ventures(18,310)(44,667)
Distributions from unconsolidated construction joint ventures and affiliates8,903 7,960 
Other assets, net(6,705)27,633 
Accounts payable144,721 60,973 
Accrued expenses and other liabilities, net76,915 14,264 
Net cash provided by (used in) operating activities$34,198 $(14,631)
Investing activities
Purchases of marketable securities(9,740)(59,810)
Maturities of marketable securities40,000 15,000 
Purchases of property and equipment(108,963)(97,753)
Proceeds from sales of property and equipment14,613 21,110 
Proceeds from company owned life insurance1,545 — 
Proceeds from the sale of business— 142,571 
Acquisition of business(26,933)— 
Issuance of notes receivable— (7,560)
Collection of notes receivable208 316 
Net cash provided by (used in) investing activities$(89,270)$13,874 
Financing activities
Proceeds from long-term debt55,000 50,000 
Debt principal repayments(304,851)(124,911)
Capped call transactions(53,035)— 
Redemption of warrants(13,201)— 
Proceeds from issuance of 3.75% Convertible Notes
373,750 — 
Debt issuance costs(10,024)— 
Cash dividends paid(17,101)(17,587)
Repurchases of common stock(3,900)(70,724)
Contributions from non-controlling partners35,400 11,925 
Distributions to non-controlling partners(9,100)(6,725)
Other financing activities, net267 208 
Net cash provided by (used in) financing activities$53,205 $(157,814)
Net decrease in cash, cash equivalents and restricted cash(1,867)(158,571)
Cash, cash equivalents and $0 and $1,512 in restricted cash at beginning of period
293,991 413,655 
Cash, cash equivalents and $0 in restricted cash at end of period
$292,124 $255,084 
Supplementary Information
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Right of use assets obtained in exchange for lease obligations$28,546 $12,898 
Cash paid during the period for:
Operating lease liabilities$16,461 $17,135 
Interest$6,473 $7,397 
Income taxes$7,324 $1,780 
Other non-cash operating activities:
Performance guarantees$(6,513)$(4,678)
Deferred taxes related to capped call transactions$13,656 $— 
Non-cash investing and financing activities:
RSUs issued, net of forfeitures$11,447 $8,258 
Dividends declared but not paid$5,710 $5,685 
Contributions from non-controlling partners$2,523 $4,109 
Accrued equipment purchases$(2,204)$897 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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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 (“SEC”), are unaudited and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022 (“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, 2023 and the results of our operations and cash flows for the periods presented. The December 31, 2022 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.
Acquisition: On April 24, 2023, we completed the purchase of Coast Mountain Resources (2020) Ltd. (“CMR”) for approximately $26.9 million in cash, subject to certain adjustments. CMR is a construction aggregate producer based in British Columbia, Canada operating on Malahat First Nation land. CMR results are reported in the Materials segment. This acquisition did not have a material impact on our financial statements.
In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, the total purchase price and assumed liabilities were allocated based on their estimated fair values as of April 24, 2023. The tangible assets acquired and liabilities assumed were approximately $29.2 million and $7.1 million, respectively, resulting in acquired goodwill of $4.8 million. The tangible assets balance consists primarily of equipment, vehicles and the right-to-mine which are reported in Property and equipment, net. The estimated allocation is subject to revision during the measurement period, which may result in adjustments to the values presented herein. We expect to finalize these amounts within 12 months from the acquisition date.
Impairment charges: During the third quarter of 2023, we made the decision to wind down our international Mineral Services operations. We perform goodwill impairment tests annually as of November 1 and more frequently when events and circumstances occur that indicate a possible impairment of goodwill. In response to this change in the business, we performed an interim goodwill impairment test on the Mountain Group Construction reporting unit, which resulted in a non-cash impairment charge. We also assessed the long-lived tangible assets and amortizable intangible assets associated with these Mineral Services operations. We recorded a total of $4.5 million of non-cash impairment charges during the three and nine months ended September 30, 2023 related to the wind down of international Mineral Services operations, which are included in other costs on our condensed consolidated statement of operations.
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, 2023 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 ("ASU") issued by the FASB and other authoritative guidance.
In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which requires that a joint venture apply a new basis of accounting upon formation. As a result, a newly formed joint venture, upon formation, would initially measure its assets and liabilities at fair value. This ASU is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. We plan to adopt this ASU in the first quarter of 2025 but do not expect the adoption to have a material impact on our consolidated financial statements.
No new accounting pronouncements were adopted in the nine months ended September 30, 2023 that had a material impact on our financial statements.
3.  Restatement
Restatement Background
As disclosed in our Annual Report, we identified errors during the preparation of the Annual Report related to deferred taxes and the calculation of income tax expense of $12.3 million in connection with the sale of Inliner, which was completed in the first quarter of 2022 and was classified in Other costs, net and Provision for income taxes in our condensed consolidated financial statements. As a result, our previously issued unaudited quarterly financial information
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GRANITE CONSTRUCTION INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
for each interim period within the nine months ended September 30, 2022 require restatement. The restated financial information also includes adjustments to correct other immaterial errors in the first three quarters of 2022, including certain errors (primarily in revenue and cost of revenue, as well as the associated tax impact) that had previously been adjusted for as out of period corrections in the periods identified.
Description of Restatement Tables
We have presented below a reconciliation from the previously reported to the restated amounts for the three and nine months ended September 30, 2022. The amounts labeled “As Previously Reported” were derived from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed on October 27, 2022.
The impacts to the condensed consolidated statements of shareholders’ equity and comprehensive income (loss) as a result of the restatement were due to the changes in net income for the three and nine months ended September 30, 2022. In addition, there was no impact to net cash provided by (used in) investing and financing activities for the nine months ended September 30, 2022 as a result of the restatement.
The effects of the prior-period errors on our condensed consolidated financial statements are as follows (in thousands, except per share data):
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Three months ended September 30, 2022As Previously Reported Restatement Impacts As Restated
Revenue
Construction$848,267 $(896)$847,371 
Materials161,539 — 161,539 
Total revenue1,009,806 (896)1,008,910 
Cost of revenue
Construction749,938 4,416 754,354 
Materials139,501 — 139,501 
Total cost of revenue889,439 4,416 893,855 
Gross profit120,367 (5,312)115,055 
Selling, general and administrative expenses61,795 — 61,795 
Other costs, net(490)— (490)
Gain on sales of property and equipment, net(949)— (949)
Operating income60,011 (5,312)54,699 
Other (income) expense
Interest income(1,894)— (1,894)
Interest expense2,519 — 2,519 
Equity in income of affiliates(3,491)— (3,491)
Other expense, net77 — 77 
Total other (income), net(2,789)— (2,789)
Income before income taxes62,800 (5,312)57,488 
Benefit from income taxes(6,489)(1,221)(7,710)
Net income69,289 (4,091)65,198 
Amount attributable to non-controlling interests4,104 — 4,104 
Net income attributable to Granite Construction Incorporated$73,393 $(4,091)$69,302 
Net income per share attributable to common shareholders
Basic earnings per share$1.67 $(0.09)$1.58 
Diluted earnings per share$1.44 $(0.08)$1.36 
Weighted average shares outstanding:
Basic43,973—43,973
Diluted51,863—51,863
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GRANITE CONSTRUCTION INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
Nine months ended September 30, 2022As Previously Reported Restatement Impacts As Restated
Revenue
Construction$2,141,009 $(2,151)$2,138,858 
Materials373,185 — 373,185 
Total revenue2,514,194 (2,151)2,512,043 
Cost of revenue
Construction1,903,949 3,161 1,907,110 
Materials332,220 — 332,220 
Total cost of revenue2,236,169 3,161 2,239,330 
Gross profit278,025 (5,312)272,713 
Selling, general and administrative expenses192,036 — 192,036 
Other costs, net19,445 2,956 22,401 
Gain on sales of property and equipment, net(10,462)— (10,462)
Operating income77,006 (8,268)68,738 
Other (income) expense
Interest income(3,246)— (3,246)
Interest expense10,003 — 10,003 
Equity in income of affiliates(9,656)— (9,656)
Other expense, net4,646 — 4,646 
Total other expense, net1,747 — 1,747 
Income before income taxes75,259 (8,268)66,991 
Provision for (benefit from) income taxes(777)8,087 7,310 
Net income76,036 (16,355)59,681 
Amount attributable to non-controlling interests1,569 — 1,569 
Net income attributable to Granite Construction Incorporated$77,605 $(16,355)$61,250 
Net income per share attributable to common shareholders
Basic earnings per share$1.73 $(0.36)$1.37 
Diluted earnings per share$1.56 $(0.31)$1.25 
Weighted average shares outstanding:
Basic44,739—44,739
Diluted52,613—52,613
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Nine months ended September 30, 2022As Previously ReportedRestatement ImpactsAs Restated
Operating activities
Net income$76,036 $(16,355)$59,681 
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation, depletion and amortization61,714 — 61,714 
Amortization related to long-term debt1,901 — 1,901 
Gain on sale of business(6,234)2,956 (3,278)
Gain on sales of property and equipment, net(10,462)— (10,462)
Deferred income taxes(17,819)— (17,819)
Stock-based compensation6,151 — 6,151 
Equity in net loss from unconsolidated joint ventures23,585 1,481 25,066 
Net income from affiliates(9,656)— (9,656)
Other non-cash adjustments38 — 38 
Changes in assets and liabilities:
Receivables(94,233)— (94,233)
Contract assets, net(94,933)3,831 (91,102)
Inventories(8,795)— (8,795)
Contributions to unconsolidated construction joint ventures(44,667)— (44,667)
Distributions from unconsolidated construction joint ventures and affiliates7,960 — 7,960 
Other assets, net30,589 (2,956)27,633 
Accounts payable60,973 — 60,973 
Accrued expenses and other liabilities, net3,221 11,043 14,264 
Net cash used in operating activities$(14,631)$— $(14,631)

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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, 2023 and 2022, 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,
As RestatedAs Restated
2023202220232022
Number of projects with upward estimate changes1 1 1 — 
Increase to project profitability, net$8.6 $6.6$8.1$— 
Increase to net income/decrease to net loss$6.5 $5.1 $6.1 $— 
Amounts attributable to non-controlling interests$— $— $3.3 $— 
Increase to net income/decrease to net loss attributable to Granite Construction Incorporated$6.5 $5.1 $2.8 $— 
Increase to net income/decrease to net loss per diluted share attributable to common shareholders$0.12 $0.10 $0.06 $— 
The increases during the three months ended September 30, 2023 and September 30, 2022 were due to changes in the estimated amount of probable recovery on outstanding claims. The increase during the nine months ended September 30, 2023 was due to decreases in estimated costs from mitigated risks.

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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,
As Restated
2023202220232022
Number of projects with downward estimate changes1 1 3 6 
Range of reduction in gross profit from each project, net$8.4 $15.2 $
5.3 - 40.5
$
5.7 - 21.2
Decrease to project profitability, net$8.4 $15.2 $51.1 $64.6 
Decrease to net income/increase to net loss$6.3 $11.7 $38.3 $49.8 
Amounts attributable to non-controlling interests$4.2 $7.6 $20.2 $13.2 
Decrease to net income/increase to net loss attributable to Granite Construction Incorporated$2.1 $4.1 $18.1 $36.6 
Decrease to net income/increase to net loss per diluted share attributable to common shareholders$0.04 $0.08 $0.41 $0.70 
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 costs. The decreases during the three and nine months ended September 30, 2022 were due to additional costs related to extended project duration, increased labor and materials costs, and disputed work being performed where there were ongoing legal claims.

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5.  Disaggregation of Revenue
We disaggregate our revenue based on our reportable segments (see Note 18) and operating groups as these are the formats that are regularly reviewed by management. Our reportable segments are: Construction and Materials. In alphabetical order, our operating groups are: California, Central and Mountain. The following tables present our disaggregated revenue by operating group (in thousands):
Three Months Ended September 30,
2023ConstructionMaterialsTotal
California$317,244 $83,867 $401,111 
Central222,144 11,357 233,501 
Mountain406,310 75,898 482,208 
Total$945,698 $171,122 $1,116,820 
2022 (As Restated)ConstructionMaterialsTotal
California$262,972 $85,173 $348,145 
Central222,082 9,348 231,430 
Mountain362,317 67,018 429,335 
Total$847,371 $161,539 $1,008,910 
Nine Months Ended September 30,
2023ConstructionMaterialsTotal
California$699,093 $191,221 $890,314 
Central593,632 35,251 628,883 
Mountain905,802 150,441 1,056,243 
Total$2,198,527 $376,913 $2,575,440 
2022 (As Restated)ConstructionMaterialsTotal
California$606,716 $202,371 $809,087 
Central653,581 33,634 687,215 
Mountain878,561 137,180 1,015,741 
Total$2,138,858 $373,185 $2,512,043 
6.  Unearned Revenue
The following table presents our unearned revenue as of the respective periods:
(in thousands)September 30, 2023December 31, 2022
California$1,423,845 $945,971 
Central1,581,426 1,444,983 
Mountain959,478 486,524 
Total$3,964,749 $2,877,478 
All unearned revenue is in the Construction segment. Approximately $2.5 billion of the September 30, 2023 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 $41.6 million and $131.3 million during the three and nine months ended September 30, 2023 and $35.8 million and $150.4 million during the three and nine months ended September 30, 2022, respectively. The changes in contract transaction price for the three and nine months ended
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September 30, 2023 and 2022 were from items such as executed or estimated change orders and unresolved contract modifications and claims.
As of September 30, 2023 and December 31, 2022, the aggregate claim recovery estimates included in contract asset and liability balances were $71.6 million and $75.8 million, respectively.
The components of the contract asset balances as of the respective dates were as follows:
(in thousands)September 30, 2023December 31, 2022
Costs in excess of billings and estimated earnings$130,570 $80,357 
Contract retention151,710 161,559 
Total contract assets$282,280 $241,916 
As of September 30, 2023 and December 31, 2022, contract retention receivable from Brightline Trains Florida LLC represented 10.3% and 11.7%, 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 $17.5 million and $188.6 million during the three and nine months ended September 30, 2023, respectively, and $10.7 million and $221.4 million during the three and nine months ended September 30, 2022, respectively, that was included in the contract liability balances at December 31, 2022 and 2021, respectively.
The components of the contract liability balances as of the respective dates were as follows:
(in thousands)September 30, 2023December 31, 2022
Billings in excess of costs and estimated earnings, net of retention$205,288 $152,294 
Provisions for losses16,695 20,992 
Total contract liabilities$221,983 $173,286 
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, 2023December 31, 2022
Contracts completed and in progress:
Billed$353,132 $220,809 
Unbilled217,218 120,348 
Total contracts completed and in progress570,350 341,157 
Materials sales98,997 52,182 
Other75,259 71,790 
Total gross receivables744,606 465,129 
Less: allowance for credit losses1,515 1,142 
Total net receivables$743,091 $463,987 
Included in other receivables at September 30, 2023 and December 31, 2022 were items such as estimated recovery from back charge claims, notes receivable, fuel tax refunds and income tax refunds. Other receivables at September 30, 2023 and December 31, 2022 also included $24.9 million of working capital contributions in the form of a loan to a partner in one of our unconsolidated joint ventures that bears interest at prime plus 3.0% per annum. None of our customers had a receivable balance in excess of 10% of our total net receivables as of September 30, 2023 or December 31, 2022.
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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, 2023Level 1Level 2Level 3Total
Cash equivalents
Money market funds$61,321 $— $— $61,321 
Other current assets
Diesel collars$— $335 $— $335 
Commodity swaps— 223 — 223 
Total assets$61,321 $558 $— $61,879 
December 31, 2022
Cash equivalents
Money market funds$99,806 $— $— $99,806 
Other current assets
Commodity swaps— 121 — 121 
Total assets$99,806 $121 $— $99,927 
Commodity Derivatives
As of September 30, 2023 and December 31, 2022, we held commodity swaps for crude oil designated as cash flow hedges with a total outstanding notional amount of $1.6 million and $7.0 million, respectively, all maturing by October 31, 2023. The realized and unrealized gains associated with commodity swaps for the three and nine months ended September 30, 2023 were immaterial. The financial statement impact for the three and nine months ended September 30, 2022 was a realized gain of $1.2 million and $4.0 million, respectively. In addition, for the three months ended September 30, 2022, the commodity swaps had an unrealized loss of $2.6 million, and for the nine months ended September 30, 2022, the commodity swaps had an immaterial unrealized gain.
In the first three quarters of 2023, we entered into collar contracts to reduce our price exposure on diesel consumption. The collars were not designated as hedges and will be treated as a mark-to-market derivative instruments through their maturity dates. The financial statement impact for the three months ended September 30, 2023 was an unrealized gain of $1.3 million. The unrealized gain for the nine months ended September 30, 2023 and the realized gain for the three and nine months ended September 30, 2023 were immaterial.

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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, 2023December 31, 2022
(in thousands)Fair Value HierarchyCarrying ValueFair
Value		Carrying ValueFair
Value
Assets:
Held-to-maturity marketable securities (1)Level 1$37,028 $36,150 $65,943 $64,584 
Liabilities (including current maturities):
3.75% Convertible Notes (2)
Level 2$373,750 $393,921 $— $— 
2.75% Convertible Notes (2)
Level 2$31,338 $40,659 $230,000 $281,365 
Credit Agreement - Revolver (2)Level 3$— $— $50,000 $49,536 
(1) All marketable securities as of September 30, 2023 and December 31, 2022 were classified as held-to-maturity and consisted of U.S. Government and agency obligations maturing in two months to two years.
(2) The fair values of our 2.75% convertible senior notes due 2024 (the "2.75% Convertible Notes") and the 3.75% convertible senior notes due 2028 (the "3.75% Convertible Notes") are based on the median price of the notes in an active market. The fair value of the Fourth Amended and Restated Credit Agreement, as amended (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 the 2.75% Convertible Notes, 3.75% Convertible Notes and the Credit Agreement.
During the nine months ended September 30, 2023 and 2022, we did not record any fair value adjustments related to nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.
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, 2023, 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). At September 30, 2023, there was $204.4 million of remaining contract value on unconsolidated and line item construction joint venture contracts of which $96.7 million represented our share and the remaining $107.7 million represented our partners’ share. 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”)
At September 30, 2023, we were engaged in ten active CCJV projects with total contract values ranging from $46.3 million to $428.5 million for a combined total of $2.0 billion of which our share was $1.2 billion. As of September 30, 2023, our share of revenue remaining to be recognized on these CCJVs was $395.3 million and ranged from $1.9 million to $148.6 million by project. 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, 2023, total revenue from CCJVs was $91.2 million and $223.3 million, respectively. During the three and nine months ended September 30, 2022, total revenue from CCJVs was $117.5 million and $344.5 million, respectively. During the nine months ended September 30, 2023 and 2022, CCJVs used $36.8 million and provided $4.7 million of operating cash flows, respectively.
Unconsolidated Construction Joint Ventures
As of September 30, 2023, we were engaged in seven active unconsolidated joint venture projects with total contract values ranging from $5.8 million to $3.8 billion for a combined total of $7.9 billion of which our share was $2.3 billion. Our proportionate share of the equity in these unconsolidated construction joint ventures ranged from 23.0% to 50.0%. As of September 30, 2023, our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was $57.9 million and ranged from $1.5 million to $33.7 million by project.
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The following is summary financial information related to unconsolidated construction joint ventures:
(in thousands)September 30, 2023December 31, 2022
Assets
Cash, cash equivalents and marketable securities$158,768 $130,635 
Other current assets (1)684,667 681,221 
Noncurrent assets53,703 76,204 
Less: partners’ interest617,934 604,741 
Granite’s interest (1),(2)$279,204 $283,319 
Liabilities
Current liabilities$206,414 $244,411 
Less: partners’ interest and adjustments (3)119,875 130,911 
Granite’s interest$86,539 $113,500 
Equity in construction joint ventures (4)$192,665 $169,819 
(1) Included in this balance and in accrued expenses and other current liabilities on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 was $58.2 million and $64.7 million, respectively, related to performance guarantees (see Note 13).
(2) Included in this balance as of September 30, 2023 and December 31, 2022 was $85.9 million and $104.3 million, respectively, related to Granite’s share of estimated cost recovery of customer affirmative claims. In addition, this balance included $0.9 million and $2.7 million related to Granite’s share of estimated recovery of back charge claims as of September 30, 2023 and December 31, 2022, 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 $14.0 million as of both September 30, 2023 and December 31, 2022, related to deficits in unconsolidated construction joint ventures, which includes provisions for losses.
Three Months Ended
September 30,		Nine Months Ended
September 30,
As RestatedAs Restated
(in thousands)2023202220232022
Revenue
Total$(18,391)$69,355 $44,994 $322,058 
Less: partners’ interest and adjustments (1)(34,395)44,000 4,625 223,858 
Granite’s interest$16,004 $25,355 $40,369 $98,200 
Cost of revenue
Total$(10,607)$81,694 $74,328 $332,777 
Less: partners’ interest and adjustments (1)(18,143)48,401 38,173 209,950 
Granite’s interest$7,536 $33,293 $36,155 $122,827 
Granite’s interest in gross profit (loss)$8,468 $(7,938)$4,214 $(24,627)
Net Income (Loss)
Total$(7,514)$(11,945)$(27,742)$(11,649)
Less: partners’ interest and adjustments (1)(16,054)(4,106)(32,277)13,418 
Granite’s interest in net income (loss) (2)$8,540 $(7,839)$4,535 $(25,067)
(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 (loss) 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.
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11.  Investments in Affiliates
Our investments in affiliates balance consists of equity method investments in the following types of entities:
(in thousands)September 30, 2023December 31, 2022
Foreign$66,969 $58,579 
Real estate7,489 8,517 
Asphalt terminal16,643 13,629 
Total investments in affiliates$91,101 $80,725 
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, 2023December 31, 2022
Current assets$207,838 $194,210 
Noncurrent assets163,121 172,560 
Total assets$370,959 $366,770 
Current liabilities$90,889 $106,780 
Long-term liabilities (1)58,202 59,356 
Total liabilities$149,091 $166,136 
Net assets$221,868 $200,634 
Granite’s share of net assets$91,101 $80,725 
(1)This balance is primarily related to local bank debt for equipment purchases and debt associated with our real estate investments.
Of the $371.0 million of total affiliate assets as of September 30, 2023, we had investments in two real estate entities with total assets of $59.2 million, our foreign affiliates had total assets of $270.3 million and the asphalt terminal entity had total assets of $41.5 million. As of September 30, 2023 and December 31, 2022, all of the investments in real estate affiliates were in residential real estate in Texas. As of September 30, 2023, 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, 2023.
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, 2023December 31, 2022
Equipment and vehicles$1,065,882 $994,602 
Quarry property234,979 219,843 
Land and land improvements106,339 105,733 
Buildings and leasehold improvements105,554 103,658 
Office furniture and equipment88,472 82,465 
Property and equipment$1,601,226 $1,506,301 
Less: accumulated depreciation and depletion1,031,504 997,091 
Property and equipment, net$569,722 $509,210 
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13.  Accrued Expenses and Other Current Liabilities
(in thousands)September 30, 2023December 31, 2022
Accrued insurance$85,937 $78,427 
Deficits in unconsolidated construction joint ventures14,004 13,989 
Payroll and related employee benefits99,750 80,910 
Performance guarantees58,190 64,703 
Short-term lease liabilities17,088 18,662 
Other81,018 31,778 
Total$355,987 $288,469 
Other includes dividends payable, warranty reserves, asset retirement obligations, remediation reserves, legal accruals and other miscellaneous accruals, none of which were greater than 5% of total current liabilities at any of the presented dates.
14.  Long-Term Debt and Credit Arrangements
(in thousands)September 30, 2023December 31, 2022
3.75% Convertible Notes
$373,750 $— 
2.75% Convertible Notes
31,338 230,000 
Credit Agreement - Revolver— 50,000 
Other, net of debt issuance costs172 8,381 
Total debt$405,260 $288,381 
Less: current maturities1,475 1,447 
Total long-term debt$403,785 $286,934 
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 Granite 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 Granite common stock, subject to adjustment if certain events occur. Upon conversion, we will pay or deliver, as the case may be, cash, shares of Granite common stock or a combination of cash and shares of Granite 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. In addition, as described in the indenture governing the 3.75% Convertible Notes, certain events of default including, but not limited to, bankruptcy, insolvency or reorganization, may result in the 3.75% Convertible Notes becoming due and payable immediately.
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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 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. We also received 1,390,516 shares from bond option counterparties for the exercise of our bond hedge, corresponding to the portion of the 2.75% Convertible Notes that were exchanged, and used approximately $13.2 million of the net proceeds to pay the cost of terminating the portion of the existing warrant transactions that correspond to the 2.75% Convertible Notes exchanged.
Capped Call Transactions
In May 2023, we entered into capped call transactions (the "Capped Call Transactions") in connection with the offering of the 3.75% Convertible Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to Granite’s common stock upon conversion of the 3.75% Convertible Notes and/or offset any cash payments Granite is 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 Granite’s common stock, as measured under the terms of the Capped Call Transactions, exceeds the cap price of the 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 Capped Call Transactions.
The cap price of the Capped Call Transactions will initially be $79.83 per share, which represents a premium of 125% over the last reported sale price of Granite’s common stock of $35.48 per share on the New York Stock Exchange on May 8, 2023, and is subject to certain adjustments under the terms of the 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. The 2.75% Convertible Notes are convertible at the option of the holders prior to the close of business on the business day before May 1, 2024 only during certain periods and upon the occurrence of certain events. After May 1, 2024, the 2.75% 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 conversion rate applicable to the 2.75% Convertible Notes is 31.7776 shares of Granite common stock per $1,000 principal amount of 2.75% Convertible Notes, which is equivalent to a conversion price of approximately $31.47 per share of Granite common stock. Upon conversion, we will pay or deliver, as the case may be, cash, shares of Granite common stock or a combination of cash and shares of Granite common stock, at our election. In addition, upon the occurrence of a “make-whole fundamental change” as defined in the indenture governing the 2.75% Convertible Notes prior to the maturity date of the 2.75% Convertible Notes or if the Company delivers a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder that elects to convert its 2.75% Convertible Notes in connection with such a make-whole fundamental change or notice of redemption.
We have the option to redeem for cash all or any portion of the 2.75% 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 2.75% Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon the occurrence of a “fundamental change” as defined in the indenture governing the 2.75% Convertible Notes, holders may require us to repurchase for cash all or any portion of their 2.75% Convertible Notes at a price equal to 100% of the principal amount of the 2.75% Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, as described in the indenture governing the 2.75% Convertible Notes, certain events of default including, but not limited to, bankruptcy, insolvency or reorganization, may result in the 2.75% Convertible Notes becoming due and payable immediately.
At September 30, 2023, $31.3 million remained outstanding of our 2.75% Convertible Notes.
Credit Agreement
In June 2022, we entered into the Credit Agreement which matures on June 2, 2027. The Credit Agreement is a $350.0 million senior secured, five-year revolving 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
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
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 (the "Amendment"). The Amendment amended the Credit Agreement to, among other things, permit the Company to exchange its 2.75% Convertible Notes for cash and shares of its 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).
As of September 30, 2023, the total unused availability under the Credit Agreement was $330.8 million, resulting from $19.2 million in issued and outstanding letters of credit and nothing drawn under the Revolver. The letters of credit had expiration dates between November 2023 and December 2026.
The Credit Agreement contains certain affirmative and restrictive covenants, and customary events of default. The financial covenants include a maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) and a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement). As of September 30, 2023, we were in compliance with the covenants in the Credit Agreement.
Debt Issuance Costs
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 for the nine months ended September 30, 2023. We also capitalized $10.0 million in third party offering costs related to the issuance of the 3.75% Convertible Notes for the nine months ended September 30, 2023. These debt issuance costs will be amortized over the expected life of the 3.75% Convertible Notes.
During the three and nine months ended September 30, 2022, we recorded $0.3 million and $1.0 million, respectively, of amortization related to debt issuance costs.
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,
As RestatedAs Restated
(in thousands, except per share amounts)2023202220232022
Numerator
Net income attributable to common shareholders for basic earnings per share$57,624 $69,302 $17,601 $61,250 
Add: Interest expense related to Convertible Notes3,209 1,473 — 4,418 
Net income attributable to common shareholders for diluted earnings per share$60,833 $70,775 $17,601 $65,668 
Denominator
Weighted average common shares outstanding, basic43,92443,973 43,86144,739 
Add: Dilutive effect of RSUs589 581 586 565 
Add: Dilutive effect of Convertible Notes9,099 7,309 — 7,309 
Weighted average common shares outstanding, diluted53,61251,863 44,44752,613 
Net income per share, basic$1.31 $1.58 $0.40 $1.37 
Net income per share, diluted$1.13 $1.36 $0.40 $1.25 
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 9,099 shares of common stock have been excluded from the calculation of diluted earnings per share, as their inclusion would have been antidilutive. In connection with the issuance of the 3.75% Convertible Notes in May 2023, we entered into Capped Calls Transactions, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive.
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GRANITE CONSTRUCTION INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
16.  Income Taxes
The following table presents the provision for (benefit from) income taxes for the respective periods:
Three Months Ended
September 30,		Nine Months Ended
September 30,
As RestatedAs Restated
(dollars in thousands)2023202220232022
Provision for (benefit from) income taxes$22,423 $(7,710)$21,978 $7,310 
Effective tax rate28.1 %(13.4 %)73.6 %10.9 %
Our effective tax rate for the three months ended September 30, 2023 is higher than the prior year due to the tax benefit recognized in the prior year associated with the reversal of deferred tax liabilities related to the Water Resources and Mineral Services businesses no longer being held for sale and the release of valuation allowances related to the utilization of capital loss carryforwards.
Our effective tax rate for the nine months ended September 30, 2023 was higher than the prior year primarily due to a $49.3 million non-deductible expense associated with the refinancing of a portion of the Company's 2.75% Convertible Notes in the second quarter of 2023, combined with the tax benefits recognized in the prior year for the items noted above, partially offset by non-deductible goodwill associated with the sale of Inliner. See Note 14 for more information regarding the convertible notes.
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. 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. In addition, 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 for legal proceedings are recorded in accrued expenses and other current liabilities on the condensed consolidated balance sheet (see Note 13). The total range of possible loss related to (i) matters considered reasonably possible, and (ii) reasonably possible amounts in excess of accrued losses recorded for probable loss contingencies, including those related to liquidated damages, could have a material impact on our consolidated financial statements if they become probable and the reasonably estimable amount is determined.
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.
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GRANITE CONSTRUCTION INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
Salesforce Tower Matter
Our wholly-owned subsidiary, Layne Christensen Company ("Layne"), was a subcontractor on the foundation for the Salesforce Tower office building in San Francisco in 2013 and 2014. Certain anomalies were discovered in March 2014 in the foundation’s structural concrete, which were remediated by the general contractor during 2015. Layne assigned any insurance claims it may have had under the project’s builder’s risk insurance policy to the general contractor. During 2014, the project owner and the general contractor submitted a claim to the project’s builder’s risk insurers to cover the cost of remedial work and related damages. The claim was denied by the builder’s risk insurers. The project owner and the general contractor subsequently filed a legal proceeding against the insurers seeking coverage under the builder’s risk insurance policy, which proceeding was then transferred by agreement to arbitration. On July 20, 2021, we were informed of an arbitration award denying insurance coverage for claims related to the remedial measures undertaken by the general contractor of the Salesforce Tower and related damages.
On February 3, 2022, a lawsuit titled Steadfast Insurance Company (“Steadfast”), a subrogee of Clark/Hathaway Dinwiddie, a Joint Venture (“CHDJV”) v. Layne Christensen Company (“Layne”), was filed in the Superior Court of the State of California, County of San Francisco, seeking damages of approximately $70 million for costs incurred by Steadfast on behalf of CHDJV to cure Layne’s allegedly defective work on the foundation of the Salesforce Tower. On February 4, 2022, CHDJV submitted an arbitration demand with the American Arbitration Association against Granite Construction Incorporated seeking to recover approximately $30 million for costs incurred by CHDJV to cure Layne’s allegedly defective work on the foundation of the Salesforce Tower. CHDJV subsequently dismissed Granite and added Layne as a respondent to the arbitration. On May 6, 2022, CHDJV consolidated its claims with those of Steadfast and joined as a plaintiff in the Steadfast lawsuit, and on May 16, 2022, the arbitration was stayed. The parties attended mediation on August 4, 2023, and, on October 11, 2023, entered into a settlement agreement to resolve the matters in the Steadfast lawsuit and arbitration. Pursuant to the terms of the settlement agreement, Steadfast and CHDJV agreed to release the Company and Layne from any and all claims, rights, causes of action, liabilities, actions, suits, damages or demands of any kind whatsoever, that arose out of or are based upon or related to the facts alleged in the Steadfast lawsuit and arbitration. The settlement agreement contained no admission of liability, wrongdoing or responsibility by any of the parties. The settlement agreement provides for the dismissal of the Steadfast lawsuit and the arbitration following payment of the settlement amount, which is required by December 8, 2023. We have recorded a pre-tax charge of $20.0 million, net of estimated insurance recovery, which is reflected in other costs on the condensed consolidated statements of operations for the nine months ended September 30, 2023.
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.
Summarized segment information is as follows (in thousands):
Three months ended September 30,ConstructionMaterialsTotal
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 
2022 (As Restated)
Total revenue from reportable segments$847,371 $233,261 $1,080,632 
Elimination of intersegment revenue— (71,722)(71,722)
Revenue from external customers$847,371 $161,539 $1,008,910 
Gross profit$93,017 $22,038 $115,055 
Depreciation, depletion and amortization$18,262 $6,870 $25,132 
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GRANITE CONSTRUCTION INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
Nine Months Ended September 30,ConstructionMaterialsTotal
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 
2022 (As Restated)
Total revenue from reportable segments$2,138,858 $506,228 $2,645,086 
Elimination of intersegment revenue— (133,043)(133,043)
Revenue from external customers$2,138,858 $373,185 $2,512,043 
Gross profit$231,748 $40,965 $272,713 
Depreciation, depletion and amortization$31,651 $20,007 $51,658 
Segment assets as of period end$434,604 $351,520 $786,124 
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,
As RestatedAs Restated
(in thousands)2023202220232022
Total gross profit from reportable segments$166,643 $115,055 $302,088 $272,713 
Selling, general and administrative expenses74,794 61,795 212,479 192,036 
Other costs, net19,843 (490)37,973 22,401 
Gain on sales of property and equipment, net(1,812)(949)(7,793)(10,462)
Total other (income) expense, net(6,101)(2,789)29,573 1,747 
Income before income taxes$79,919 $57,488 $29,856 $66,991 
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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, 2022 (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 infrastructure 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.
Current Economic Environment and Outlook
Funding for our public work projects, which accounts for approximately 70% of our work, is dependent on federal, state, regional and local revenues. At the federal level, the rollout of the $1.2 trillion Infrastructure Investment and Jobs Act (“IIJA”) is ongoing with states receiving and allocating funds to projects. The five-year IIJA provides the largest increase in federal highway, bridge and transit funding in more than six decades and includes $550 billion in incremental funding. In October 2022, the U.S. Department of Transportation announced that it released $59.9 billion in Fiscal Year 2023 apportionments directly to all 50 states, all of which is available for states to authorize following the passing of the Fiscal Year 2023 omnibus appropriations bill in December 2022. We continue to believe that the increased multi-year spending commitment will improve the programming visibility for state and local governments. We are seeing projects funded by the IIJA for bid and believe project lettings will continue to be elevated for the remainder of 2023 and in 2024 as IIJA funds are utilized.
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 currently and we expect that environment to improve with the impact of the IIJA. In California, our top revenue-generating state, a
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significant part of the state infrastructure spend is funded through Senate Bill 1 ("SB-1"), the Road Repair and Accountability Act of 2017, which is a 10-year, $54.2 billion program 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 inflation, further price increases may adversely impact us in the future.
Our Committed and Awarded Projects (“CAP”) continue to be strong at $5.6 billion at the end of the third quarter of 2023. Our CAP is supported by a positive public funding environment and private market which we believe will provide further opportunities to continue to grow CAP.
Acquisition
On April 24, 2023, we completed the purchase of Coast Mountain Resources (2020) Ltd. (“CMR”) for approximately $26.9 million in cash, subject to certain adjustments. CMR is a construction aggregate producer based in British Columbia, Canada operating on Malahat First Nation land. CMR results are reported in the Materials segment. This acquisition is not expected to have a material impact on our results of operations.
Litigation Matter
As further discussed in Note 17 of “Notes to the Condensed Consolidated Financial Statements,” our wholly owned subsidiary, Layne Christensen Company (“Layne”), was sued relating to its work on the Salesforce Tower foundation. On October 11, 2023, the parties to the lawsuit and related arbitration proceeding entered into a settlement agreement to fully and finally resolve the matter. During the nine months ended September 30, 2023, we recorded a pre-tax charge of $20.0 million, net of estimated insurance recovery, which is reflected in other costs on the condensed consolidated statements of operations.
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, 2023 and 2022:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)2023As Restated2023As Restated
20222022
Total revenue$1,116,820 $1,008,910 $2,575,440 $2,512,043 
Gross profit$166,643 $115,055 $302,088 $272,713 
Selling, general and administrative expenses$74,794 $61,795 $212,479 $192,036 
Other costs, net$19,843 $(490)$37,973 $22,401 
Operating income$73,818 $54,699 $59,429 $68,738 
Total other (income) expense, net$(6,101)$(2,789)$29,573 $1,747 
Amount attributable to non-controlling interests$128 $4,104 $9,723 $1,569 
Net income attributable to Granite Construction Incorporated$57,624 $69,302 $17,601 $61,250 
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Revenue
Total Revenue by Segment
Three Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2023As Restated2023As Restated
20222022
Construction$945,698 84.7 %$847,371 84.0 %$2,198,527 85.4 %$2,138,858 85.1 %
Materials171,122 15.3 161,539 16.0 376,913 14.6 373,185 14.9 
Total$1,116,820 100.0 %$1,008,910 100.0 %$2,575,440 100.0 %$2,512,043 100.0 %
Construction Revenue
Three Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2023As Restated2023As Restated
20222022
California$317,244 33.5 %$262,972 31.0 %$699,093 31.8 %$606,716 28.4 %
Central222,144 23.5 222,082 26.2 593,632 27.0 653,581 30.6 
Mountain406,310 43.0 362,317 42.8 905,802 41.2 878,561 41.0 
Total$945,698 100.0 %$847,371 100.0 %$2,198,527 100.0 %$2,138,858 100.0 %
Construction revenue for the three months ended September 30, 2023 increased by $98.3 million, or 11.6%, when compared to 2022. Construction revenue from the California and Mountain operating groups increased $54.3 million and $44.0 million, respectively, which were driven by higher levels of CAP going into the quarter. The Central operating group's construction revenue was consistent with prior year. This was the result of increased revenue from new work in Texas, Arizona and Illinois, which offset the wind down of several large projects.
Construction revenue for the nine months ended September 30, 2023 increased by $59.7 million, or 2.8%, when compared to the nine months ended September 30, 2022. California operating group revenue increased $92.4 million despite the unfavorable weather conditions during the first half of the year, partly due to elevated work volume achieved once weather conditions improved as well as higher CAP levels to start the year. Mountain operating group revenue increased $27.2 million, which includes Inliner in the prior year that contributed $33.2 million prior to its sale in April 2022. The increase in revenue is primarily due to new work in Alaska, Nevada and the Pacific Northwest. Central operating group revenue decreased $59.9 million primarily due to the wind down of several large projects. This decrease was partially offset by increased revenue from new work in Texas, Arizona and Illinois.
During both the three and nine months ended September 30, 2023 and 2022, approximately 70% of revenue earned in the Construction segment was from the public sector.
Materials Revenue
Three Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2023202220232022
California$83,867 49.0 %$85,173 52.7 %$191,221 50.7 %$202,371 54.2 %
Central11,357 6.6 9,348 5.8 35,251 9.4 33,634 9.0 
Mountain75,898 44.4 67,018 41.5 150,441 39.9 137,180 36.8 
Total$171,122 100.0 %$161,539 100.0 %$376,913 100.0 %$373,185 100.0 %
Materials revenue for the three and nine months ended September 30, 2023 increased by $9.6 million and $3.7 million, or 5.9% and 1.0%, when compared to the same periods in 2022 driven primarily by higher asphalt and aggregate sales prices.
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
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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, 2023June 30, 2023December 31, 2022
Unearned revenue$3,964,749 71.0 %$3,392,506 62.4 %$2,877,478 64.2 %
Other awards1,619,774 29.0 2,045,082 37.6 1,607,661 35.8 
Total$5,584,523 100.0 %$5,437,588 100.0 %$4,485,139 100.0 %
(dollars in thousands)September 30, 2023June 30, 2023December 31, 2022
California$2,345,294 42.0 %$2,345,611 43.2 %$1,747,163 39.0 %
Central1,811,426 32.4 1,599,538 29.4 1,661,613 37.0 
Mountain1,427,803 25.6 1,492,439 27.4 1,076,363 24.0 
Total$5,584,523 100.0 %$5,437,588 100.0 %$4,485,139 100.0 %
CAP of $5.6 billion at September 30, 2023 increased $146.9 million and $1.1 billion when compared to June 30, 2023 and December 31, 2022, respectively. Significant additions to CAP during the three months ended September 30, 2023 included a $205 million tunnel project in Ohio, $156 million for two highway projects in Texas, a $45 million highway project in Utah, and a $24 million highway project in California.
Non-controlling partners’ share of CAP as of September 30, 2023, June 30, 2023 and December 31, 2022 was $277.5 million, $129.6 million and $85.0 million, respectively.
At September 30, 2023, four contracts with remaining CAP of $10 million or more per project had total forecasted losses with remaining revenue of $94.4 million, or 1.7%, 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,
(dollars in thousands)2023As Restated2023As Restated
20222022
Construction$137,162 $93,017 $253,021 $231,748 
Percent of segment revenue14.5 %11.0 %11.5 %10.8 %
Materials29,481 22,038 49,067 40,965 
Percent of segment revenue17.2 %13.6 %13.0 %11.0 %
Total gross profit$166,643 $115,055 $302,088 $272,713 
Percent of total revenue14.9 %11.4 %11.7 %10.9 %
Construction gross profit for the three and nine months ended September 30, 2023 increased by $44.1 million and $21.3 million, or 47.5% and 9.2%, respectively, when compared to 2022 primarily due to higher revenue. In the three month period, a reduction in the negative net impact from revisions in estimates, mainly in our Central operating group, also contributed to the gross profit improvement. 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."
Increased depreciation expense during the three months ended September 30, 2022 also contributed to the favorable variance in gross profit during the three months ended September 30, 2023 when compared to the prior year. As previously disclosed, our former Water and Mineral Services operating group (“WMS”) was classified as held for sale throughout the first and second quarters of 2022, and therefore no depreciation expense was recorded for WMS assets during that period. Cost of revenue during the three months ended September 30, 2022 included $6.9 million of depreciation that would have
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been recognized in prior quarters if the unsold businesses had been continually classified as held and used from the beginning of the year.
Materials gross profit for the three and nine months ended September 30, 2023 increased by $7.4 million and $8.1 million, respectively, when compared to 2022. Higher sales prices for aggregates and asphalt were the primary driver of the gross profit improvement for the three and nine months ended September 30, 2023. Additionally, in 2023, oil and energy costs have normalized compared to the significant inflation in 2022 which negatively impacted materials gross profit margin in the prior year.
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)2023202220232022
Selling
Salaries and related expenses$13,939 $12,720 $44,195 $44,348 
Stock-based compensation231 194 1,303 1,052 
Other selling expenses3,246 2,839 6,482 7,820 
Total selling17,416 15,753 51,980 53,220 
General and administrative
Salaries and related expenses22,890 23,262 74,715 76,839 
Stock-based compensation1,136 1,068 7,104 4,175 
Other general and administrative expenses33,352 21,712 78,680 57,802 
Total general and administrative 57,378 46,042 160,499 138,816 
Total selling, general and administrative$74,794 $61,795 $212,479 $192,036 
Percent of revenue6.7 %6.1 %8.3 %7.6 %
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 months ended September 30, 2023 increased by $1.7 million, or 10.6%, when compared to 2022, primarily due to increased selling salaries and related expenses, including incentive compensation due to improved financial performance. Selling expenses for the nine months ended September 30, 2023 decreased $1.2 million, or 2.3%, when compared to 2022, primarily due to reduced prebid costs in the current year and the sale of Inliner on March 16, 2022, partially offset by an increase in incentive compensation.
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 and nine months ended September 30, 2023 increased by $11.3 million and $21.7 million, or 24.6% and 15.6%, respectively, primarily due to an increase in incentive compensation due to improved financial performance. The increase in the nine months ended September 30, 2023 was also attributable to stock-based compensation and increases in the fair market value of our Non-Qualified Deferred Compensation plan liability, which is mostly offset in Other (income) expense, net, through investments held within our own company-owned life insurance policy. The increases for the nine months ended September 30, 2023 were partially offset by the sale of Inliner in the first quarter of 2022.
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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)2023202220232022
Other costs, net$19,843 $(490)$37,973 $22,401 
During the three and nine months ended September 30, 2023, Other costs, net increased $20.3 million and $15.6 million, respectively, compared to prior year. These increases were primarily due to the settlement of the Salesforce Tower matter (see Note 17 of “Notes to the Condensed Consolidated Financial Statements”) and non-cash impairment charges associated with the wind down of our international Mineral Services operations (see Note 1 of “Notes to the Condensed Consolidated Financial Statements”) in the current year. Also included in Other costs, net for the three and nine months ended September 30, 2023 and 2022 are non-recurring legal fees related to lawsuits, with the third quarter of last year also reflecting a $5 million settlement payment we received in connection with the shareholder derivative lawsuit.
Loss on Debt Extinguishment
In the second quarter of 2023, we issued 1,390,500 shares of Granite common stock and paid $198.8 million in cash in exchange for $198.7 million aggregate principal amount of our 2.75% Convertible Notes (the "Exchange Transaction") concurrent with the offering of the 3.75% Convertible Notes. As a result of the Exchange Transaction, we incurred a $51.1 million loss on debt extinguishment. Included in the loss on debt extinguishment is a $1.7 million charge for the acceleration of the amortization of debt issuance costs associated with the 2.75% Convertible Notes that were redeemed early.
Income Taxes
The following table presents the provision for (benefit from) income taxes for the respective periods:
Three Months Ended
September 30,		Nine Months Ended
September 30,
As RestatedAs Restated
(dollars in thousands)2023202220232022
Provision for (benefit from) income taxes$22,423 $(7,710)$21,978 $7,310 
Effective tax rate28.1 %(13.4 %)73.6 %10.9 %
We calculate our income tax provision (benefit) at the end of each interim period by estimating our annual effective tax rate and applying that rate to our income or loss before tax. 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)2023202220232022
Amount attributable to non-controlling interests$128 $4,104 $9,723 $1,569 
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, 2023 decreased $4.0 million and increased $8.2 million, respectively, primarily due to the impact from revisions in estimates (see Note 4 of “Notes to the Condensed Consolidated Financial Statements”).

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Liquidity and Capital Resources
Our primary sources of liquidity are cash and cash equivalents, investments, available borrowing capacity 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 3.75% Convertible Notes and our 2.75% 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.
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, 2023, 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, 2023, the total unused availability under our Credit Agreement was $330.8 million, resulting from $19.2 million in issued and outstanding letters of credit and nothing drawn under the Credit Agreement. See Note 14 of “Notes to the Condensed Consolidated Financial Statements.”
As of September 30, 2023, we had $1.9 million of receivables and $29.0 million of contract retention receivables from Brightline Trains Florida LLC ("Brightline") (see Note 7 of “Notes to the Condensed Consolidated Financial Statements”). As of the date of this report, $1.8 million of the receivables are past due. Our project with Brightline is nearing completion and final payment, including the retention receivable, will be due to us no later than 40 days after all conditions of final completion are satisfied. We expect to achieve final completion in the fourth quarter of 2023; however, timing cannot be assured. 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, 2023December 31, 2022
Cash and cash equivalents excluding CCJVs$173,471 $191,444 
CCJV cash and cash equivalents (1)118,653 102,547 
Total consolidated cash and cash equivalents292,124 293,991 
Short-term and long-term marketable securities (2)37,028 65,943 
Total cash, cash equivalents and marketable securities$329,152 $359,934 
(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, 2023 and December 31, 2022.
Granite’s portion of CCJV cash and cash equivalents was $71.0 million and $62.5 million as of September 30, 2023 and December 31, 2022, respectively. Excluded from the table above is $44.4 million and $40.4 million as of September 30, 2023 and December 31, 2022, respectively, of Granite’s portion of unconsolidated construction joint venture cash and cash equivalents.

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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, 2023, we had capital expenditures of $109.0 million, compared to $97.8 million, during the nine months ended September 30, 2022. The increase year over year is primarily due to acquisition of materials reserves in 2023. We currently anticipate 2023 capital expenditures to be approximately $120 million.
Cash Flows
Nine Months Ended September 30,
(in thousands)20232022
Net cash provided by (used in):
Operating activities$34,198 $(14,631)
Investing activities $(89,270)$13,874 
Financing activities$53,205 $(157,814)
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 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 $34.2 million for the nine months ended September 30, 2023 represents a $48.8 million increase in cash provided by operating activities when compared to the same period of 2022. The change was primarily attributable to net cash contributions to unconsolidated joint ventures and the timing of receipts and payments of working capital, which includes receivables, net contract assets, inventories, other assets, accounts payable and accrued expenses and other liabilities. Contributions, net of distributions, to unconsolidated joint ventures and affiliates decreased $27.3 million and cash used in working capital decreased by $24.8 million.
Investing activities
Cash used in investing activities of $89.3 million for the nine months ended September 30, 2023 represents a $103.1 million increase in cash used in investing activities when compared to the same period of 2022. The change was primarily due to proceeds of $142.6 million from the sale of the Inliner business in March 2022, partially offset by decreased cash used for marketable securities activity of $75.1 million, and $26.9 million used for the acquisition of CMR in the current year.
Financing activities
Cash provided by financing activities of $53.2 million for the nine months ended September 30, 2023 represents a $211.0 million increase in cash provided by financing activities when compared to the same period of 2022. The change was primarily due to the prepayment in the prior year of our term loan of $123.8 million, which did not recur this year. Also, net cash inflows related to our convertible bond transactions in the current year generated $98.8 million in cash. The year over year increase in cash provided by financing activities was also due to $66.8 million less cash used for repurchases of common stock and higher contributions from non-controlling partners, net of distributions, of $21.1 million. These increases were partially offset by a $100.0 million decrease in cash provided by our revolving credit facility. See Note 14 of the “Notes to the Condensed Consolidated Financial Statements” for further information about our long-term debt transactions and our credit facility.
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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. The hedge option and warrant derivative transactions related to the 2.75% Convertible Notes and the Capped Call transactions related to the 3.75% Convertible Notes were recorded to equity on our condensed consolidated balance sheets based on the cash proceeds.
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, 2023, 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 after the owner accepts the work performed under contract. The ability to maintain bonding capacity to support our current and future level of contracting 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 2.75% 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 2.75% Convertible Notes, our 3.75% Convertible Notes or our Credit Agreement would constitute an event of default under the 2.75% 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 lien securing the obligations under such facility. A default under the 2.75% 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, 2023, 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”). There were no share repurchases under the 2022 authorization in the nine months ended September 30, 2023 and $231.5 million remained available as of September 30, 2023.
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.
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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, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2023, our disclosure controls and procedures were 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 SEC 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, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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, 2023:
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, 2023 through July 31, 20232,514 $40.14 — $231,535,405 
August 1, 2023 through August 31, 2023204 $42.42 — $231,535,405 
September 1, 2023 through September 30, 2023616 $39.62 — $231,535,405 
3,334 $40.18 — 
(1)The number of shares purchased was 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, 2023, 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.
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Item 6.    EXHIBITS
10.1
†
10.2
†
31.1†
31.2†
32††
95†
101.INS†Inline 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.SCH†Inline XBRL Taxonomy Extension Schema
101.CAL†Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF†Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB†Inline XBRL Taxonomy Extension Label Linkbase
101.PRE†Inline XBRL Taxonomy Extension Presentation Linkbase
104†Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Incorporated by reference
†Filed herewith
††Furnished herewith
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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, 2023By:/s/ Elizabeth L. Curtis
Elizabeth L. Curtis
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
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