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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): February 13, 2025
 
GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction
of Incorporation)
1-12911
(Commission
File Number)
77-0239383
(IRS Employer
Identification No.)

 
585 West Beach Street
Watsonville, California 95076
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (831) 724-1011
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueGVANew York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 




Item 2.02.    Results of Operations and Financial Condition.
On February 13, 2025, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the three and twelve months ended December 31, 2024, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.
The information set forth herein, including the exhibit is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall the information, including the exhibit, be deemed incorporated by reference in any filing of the Company, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits. The following exhibits are attached hereto and furnished herewith:
Exhibit NumberDescription
99.1
104Cover Page Interactive Data File (formatted as Inline XBRL)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GRANITE CONSTRUCTION INCORPORATED
By:/s/ Staci M. Woolsey
Staci M. Woolsey
Executive Vice President and Chief Financial Officer
Date: February 13, 2025


Exhibit 99.1
Granite Reports Fourth Quarter and Fiscal Year 2024 Results
•Q4 revenue increased 5% year-over-year to $977 million, and fiscal year revenue increased 14% year-over-year to $4.0 billion
•Q4 diluted EPS of $0.84 and adjusted diluted EPS (1) of $1.23, and fiscal year diluted EPS of $2.62 and adjusted diluted EPS (1) of $4.82
•Fiscal year operating cash flow of $456 million, or 11.4% of revenue
•Committed and Awarded Projects ("CAP") (2) of $5.3 billion

WATSONVILLE, Calif. - Granite Construction Incorporated (NYSE: GVA) today announced results for the quarter and year ended December 31, 2024.
Fourth Quarter 2024 Results
Net income totaled $41 million, or $0.84 per diluted share, compared to net income of $26 million, or $0.55 per diluted share, for the same period in the prior year. Adjusted net income (1) totaled $56 million, or $1.23 per diluted share, compared to adjusted net income (1) of $38 million, or $0.85 per diluted share, for the same period in the prior year.
•Revenue increased $43 million to $977 million compared to $934 million for the same period in the prior year.
•Gross profit increased $57 million to $151 million compared to $94 million for the same period in the prior year. 
•Selling, general and administrative (“SG&A”) expenses totaled $84 million, or 8.6% of revenue, compared to $82 million, or 8.8% of revenue, for the same period in the prior year.
•Adjusted EBITDA (1) increased $33 million to $109 million compared to $76 million for the same period in the prior year.
"I want to thank our teams across the company for all of their hard work and dedication. 2024 was a record year for Granite,” said Kyle Larkin, Granite President and Chief Executive Officer. “We set company records for revenue, adjusted net income, adjusted EBITDA, operating cash flow and safety. We expect to continue our organic revenue growth, execute on M&A, expand margins and generate consistent cash flow as we drive toward our 2027 targets. Our markets continue to be robust, as high levels of public funding and strong private investment are creating attractive opportunities for both our construction and materials segments. Against this backdrop, I believe we can meet our organic growth guidance while also growing CAP during 2025. In addition, with $586 million in cash and marketable securities and revolver borrowing capacity, Granite is well positioned to capitalize on M&A opportunities and strategic investments.”
Fiscal Year 2024 Results
Net income totaled $126 million, or $2.62 per diluted share, compared to net income of $44 million, or $0.97 per diluted share, in the prior year. Adjusted net income (1) totaled $214 million, or $4.82 per diluted share, compared to adjusted net income (1) of $147 million, or $3.31 per diluted share, in the prior year.
•    Revenue increased $498 million to $4.0 billion compared to $3.5 billion in the prior year.
•    Gross profit increased $177 million to $573 million compared to $396 million in the prior year.
•SG&A expenses totaled $334 million, or 8.3% of revenue, compared to $294 million, or 8.4% of revenue, in the prior year.
•Adjusted EBITDA (1) increased $123 million to $402 million compared to $279 million for the same period in the prior year.
(1)Adjusted net income, adjusted diluted earnings per share, earnings before interest, taxes, depreciation, and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin are non-GAAP measures. Please refer to the description and reconciliation of non-GAAP measures in the attached tables.
(2)CAP is comprised of revenue we expect to record in the future on executed contracts, including 100% of our consolidated joint venture contracts and our proportionate share of unconsolidated joint venture contracts, as well as the general construction portion of construction manager/general contractor, construction manager/at risk and progressive design build contracts to the extent contract execution and funding is probable.



Fourth Quarter and Fiscal Year 2024 Segment Results (Unaudited - dollars in thousands)
Construction Segment
Three Months Ended December 31,Years Ended December 31,
20242023Change20242023Change
Revenue$821,353 $793,727 $27,626 3.5 %$3,415,225 $2,992,254 $422,971 14.1 %
Gross profit$128,117 $72,034 $56,083 77.9 %$491,002 $325,055 $165,947 51.1 %
Gross profit as a percent of revenue15.6 %9.1 %14.4 %10.9 %
Committed and Awarded ProjectsDecember 31, 2024September 30, 2024Change - Quarter over QuarterDecember 31, 2023Change - Year over Year
Public$4,120,821 $4,365,669 $(244,848)(5.6)%$4,368,904 $(248,083)(5.7)%
Private1,175,246 1,254,126 (78,880)(6.3)%1,176,850 (1,604)(0.1)%
Total$5,296,067 $5,619,795 $(323,728)(5.8)%$5,545,754 $(249,687)(4.5)%
Construction revenue increased 3% and 14% year-over-year in the three months and year ended December 31, 2024, respectively. The revenue increase was driven by a strong market environment, revenue from acquired companies and more favorable weather conditions early in the year. Construction gross profit and gross profit margin increased significantly in both the three months and year ended December 31, 2024, respectively, driven by increased revenue and improved project execution across our higher quality project portfolio.
CAP totaled $5.3 billion, a decrease of $324 million sequentially and $250 million year-over-year. Bidding activity remained robust, and several significant project awards are expected to be added to CAP during the first half of 2025. Given the current market environment, we believe there are substantial opportunities to build CAP in 2025.

Materials Segment
Three Months Ended December 31,Years Ended December 31,
20242023Change20242023Change
Revenue$155,950 $139,971 $15,979 11.4 %$592,349 $516,884 $75,465 14.6 %
Gross profit$22,635 $22,277 $358 1.6 %$81,695 $71,344 $10,351 14.5 %
Gross profit as a percent of revenue14.5 %15.9 %13.8 %13.8 %
Cash gross profit(1)$37,068 $30,529 $6,539 21.4 %$126,786 $98,110 $28,676 29.2 %
Cash gross profit as a percent of revenue(1)23.8 %21.8 %21.4 %19.0 %
(1)Materials segment cash gross profit and cash gross profit as a percent of revenue are non-GAAP measures. Please refer to the description and reconciliation of non-GAAP measures in the attached tables.
Materials revenue for the fourth quarter and fiscal year ended December 31, 2024, respectively, increased compared to the same periods in the prior year, driven primarily by acquired businesses and higher asphalt and aggregate prices. Gross profit margin decreased in the fourth quarter and was flat for the fiscal year ended December 31, 2024, year-over-year, mainly due to increased depreciation, depletion and amortization. Cash gross profit margin, which excludes depreciation, depletion and amortization, increased in both the fourth quarter and fiscal year ended December 31, 2024, respectively, demonstrating the progress made in 2024 by the materials business following the internal reorganization and the addition of acquired businesses.


Outlook
Our guidance for 2025 is described below:
•Revenue in the range of $4.2 billion to $4.4 billion
•Adjusted EBITDA margin in the range of 11.0% to 12.0%
•SG&A expense of approximately 9.0% of revenue, inclusive of an estimated $45 million of stock-based compensation expense
•Mid-20s effective tax rate for adjusted net income
•Capital expenditures of approximately $140 million to $160 million
We do not provide a reconciliation of forward-looking adjusted EBITDA margin or the most directly comparable forward-looking GAAP measure of net income attributable to Granite Construction Incorporated because we cannot predict with a reasonable degree of certainty and without unreasonable efforts certain components or excluded items that are inherently uncertain and depend on various factors. For these reasons, we are unable to assess the potential significance of the unavailable information.

“Our guidance reflects our belief in the strength of our project portfolio and market environment as we enter 2025,” said Executive Vice President and Chief Financial Officer Staci Woolsey. “The projected revenue growth is consistent with our 2027 organic revenue growth target of 6.0% to 8.0%. We also expect to continue to expand margins while maintaining SG&A discipline to reach our range of adjusted EBITDA margin of 11.0% to 12.0% in 2025, led by an increase in construction segment gross profit margin. Finally, we expect to invest in our business through capital expenditures in a range of $140 million to $160 million, including strategic materials investments of approximately $50 million.”

Conference Call
Granite will conduct a conference call today, February 13, 2025, at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time to discuss the results of the quarter and fiscal year ended December 31, 2024. The Company invites investors to listen to a live audio webcast of the investor conference call on its Investor Relations website, https://investor.graniteconstruction.com. The investor conference call will also be available by calling 1-877-328-5503; international callers may dial 1-412-317-5472. An archive of the webcast will be available on Granite's Investor Relations website approximately one hour after the call. A replay will be available after the live call through February 20, 2025, by calling 1-877-344-7529, replay access code 7965862; international callers may dial 1-412-317-0088.
About Granite
Granite is America’s Infrastructure Company™. Incorporated since 1922, Granite (NYSE:GVA) is one of the largest diversified vertically-integrated civil contractors and construction materials producers in the United States. Granite’s Code of Conduct and strong Core Values guide the Company and its employees to uphold the highest ethical standards. Granite is an industry leader in safety and an award-winning firm in quality and sustainability. For more information, visit graniteconstruction.com, and connect with Granite on LinkedIn, X, Facebook and Instagram.
Forward-looking Statements
Any statements contained in this press release that are not based on historical facts, including statements regarding future events, occurrences, opportunities, circumstances, activities, performance, growth, demand, strategic plans, shareholder value, outcomes, outlook, our expectation that we will continue our organic revenue growth, execute on M&A, expand margins and generate consistent cash flow, that high levels of public funding and strong private investment are creating attractive opportunities, our expectation to meet our organic growth guidance while growing CAP in 2025, that we are well positioned to capitalize on M&A opportunities and strategic investments, our expectation that several significant project awards will be added to CAP during the first half of 2025, our belief that there are substantial opportunities to build CAP in 2025, 2025 fiscal year guidance for revenue, adjusted EBITDA margin, SG&A expense, estimated stock based compensation expense, effective tax rate and capital expenditures, including strategic materials investments, our guidance, including our 2027 organic revenue growth target, continued expansion of margins while maintaining SG&A discipline to reach our Adjusted EBITDA margin guidance in 2025 led by an increase in construction segment gross margin, CAP and results constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by words such as “future,” “outlook,” “assumes,” “believes,” “expects,” “estimates,” “anticipates,” “intends,” “plans,” “appears,” “may,” “will,” “should,” “could,” “would,” “continue,” "guidance" and the negatives thereof or other comparable terminology or by the context in which they are made. These


forward-looking statements are estimates reflecting the best judgment of senior management and reflect our current expectations regarding future events, occurrences, opportunities, circumstances, activities, performance, growth, demand, strategic plans, shareholder value, outcomes, outlook, our expectation that we will continue our organic revenue growth, execute on M&A, expand margins and generate consistent cash flow, that high levels of public funding and strong private investment are creating attractive opportunities, our expectation to meet our organic growth guidance while growing CAP in 2025, that we are well positioned to capitalize on M&A opportunities and strategic investments, our expectation that several significant project awards will be added to CAP during the first half of 2025, our belief that there are substantial opportunities to build CAP in 2025, 2025 fiscal year guidance for revenue, adjusted EBITDA margin, SG&A expense, estimated stock based compensation expense, effective tax rate and capital expenditures, including strategic materials investments, our guidance, including our 2027 organic revenue growth target, continued expansion of margins while maintaining SG&A discipline to reach our Adjusted EBITDA margin guidance in 2025 led by an increase in construction segment gross margin, CAP and results. These expectations may or may not be realized. Some of these expectations may be based on beliefs, assumptions or estimates that may prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our business, financial condition, results of operations, cash flows and liquidity. Such risks and uncertainties include, but are not limited to, those described in greater detail in our filings with the Securities and Exchange Commission, particularly those described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Due to the inherent risks and uncertainties associated with our forward-looking statements, the reader is cautioned not to place undue reliance on them. The reader is also cautioned that the forward-looking statements contained herein speak only as of the date of this press release and, except as required by law; we undertake no obligation to revise or update any forward-looking statements for any reason.


GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - in thousands, except share and per share data)
December 31, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents $578,330 $417,663 
Short-term marketable securities7,311 35,863 
Receivables, net511,742 598,705 
Contract assets328,353 262,987 
Inventories108,175 103,898 
Equity in unconsolidated construction joint ventures140,928 171,233 
Other current assets 41,824 53,102 
Total current assets1,716,663 1,643,451 
Property and equipment, net716,184 662,864 
Investments in affiliates94,031 92,910 
Goodwill214,465 155,004 
Intangible assets127,886 117,322 
Right of use assets89,791 78,176 
Deferred income taxes, net— 8,179 
Other noncurrent assets66,635 55,634 
Total assets$3,025,655 $2,813,540 
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt$1,109 $39,932 
Accounts payable407,223 408,363 
Contract liabilities 299,671 243,848 
Accrued expenses and other current liabilities 323,956 337,740 
Total current liabilities1,031,959 1,029,883 
Long-term debt737,939 614,781 
Long-term lease liabilities73,638 63,548 
Deferred income taxes, net13,874 3,708 
Other long-term liabilities88,882 74,654 
Commitments and contingencies
Equity:
Preferred stock, $0.01 par value, authorized 3,000,000 shares, none outstanding
— — 
Common stock, $0.01 par value, authorized 150,000,000 shares; issued and outstanding: 43,424,646 shares as of December 31, 2024 and 43,944,118 shares as of December 31, 2023
434 439 
Additional paid-in capital410,739 474,134 
Accumulated other comprehensive income (loss)(582)881 
Retained earnings604,635 501,844 
Total Granite Construction Incorporated shareholders’ equity1,015,226 977,298 
Non-controlling interests64,137 49,668 
Total equity1,079,363 1,026,966 
Total liabilities and equity$3,025,655 $2,813,540 


GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - in thousands, except per share data)
Three Months Ended
December 31,		Years Ended
December 31,
2024202320242023
Total revenue$977,303 $933,698 $4,007,574 $3,509,138 
Total cost of revenue826,551 839,387 3,434,877 3,112,739 
Gross profit150,752 94,311 572,697 396,399 
Selling, general and administrative expenses84,467 81,987 334,162 294,466 
Other costs, net10,158 12,244 39,936 50,217 
Gain on sales of property and equipment, net(4,417)(20,553)(8,764)(28,346)
Operating income60,544 20,633 207,363 80,062 
Other (income) expense:
Loss on debt extinguishment— — 27,552 51,052 
Interest income(6,534)(6,251)(24,349)(17,538)
Interest expense7,863 6,563 29,188 18,462 
Equity in income of affiliates, net(4,061)(6,370)(16,982)(25,748)
Other income, net(2,888)(3,307)(4,238)(6,020)
Total other (income) expense, net(5,620)(9,365)11,171 20,208 
Income before income taxes66,164 29,998 196,192 59,854 
Provision for income taxes19,113 8,289 55,749 30,267 
Net income47,051 21,709 140,443 29,587 
Amount attributable to non-controlling interests(5,568)4,289 (14,097)14,012 
Net income attributable to Granite Construction Incorporated$41,483 $25,998 $126,346 $43,599 
Net income per share attributable to common shareholders:
Basic$0.95 $0.59 $2.88 $0.99 
Diluted$0.84 $0.55 $2.62 $0.97 
Weighted average shares outstanding:
Basic43,644 43,934 43,84643,879
Diluted52,954 53,605 52,51452,565



GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
Years Ended December 31,20242023
Operating activities:
Net income$140,443 $29,587 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization126,331 92,270 
Amortization related to long-term debt4,501 2,390 
Loss on debt extinguishment27,552 51,052 
Gain on sales of property and equipment, net (8,764)(28,346)
Deferred income taxes13,655 26,556 
Stock-based compensation19,595 10,477 
Equity in net loss from unconsolidated construction joint ventures5,102 18,617 
Net income from affiliates(16,982)(25,748)
Other non-cash adjustments3,958 5,695 
Changes in assets and liabilities140,952 1,157 
Net cash provided by operating activities$456,343 $183,707 
Investing activities:
Purchases of marketable securities$(10,977)$(9,740)
Maturities of marketable securities38,000 40,000 
Purchases of property and equipment(136,405)(140,384)
Proceeds from sales of property and equipment13,852 38,109 
Acquisitions of businesses, net of cash acquired(121,178)(294,018)
Cash paid for purchase price adjustments on business acquisition(13,183)— 
Collection of notes receivable— 5,198 
Other investing activities1,335 1,545 
Net cash used in investing activities$(228,556)$(359,290)
Financing activities:
Proceeds from issuance of convertible notes$373,750 $373,750 
Proceeds from long-term debt— 305,000 
Debt principal repayments(310,498)(305,118)
Capped call transactions(46,046)(53,035)
Redemption of warrants(497)(13,201)
Debt issuance costs(10,474)(10,865)
Cash dividends paid(22,813)(22,811)
Repurchases of common stock(50,631)(4,124)
Contributions from non-controlling partners24,000 43,300 
Distributions to non-controlling partners(25,587)(14,224)
Other financing activities, net1,676 583 
Net cash provided by (used in) financing activities$(67,120)$299,255 
Net increase in cash and cash equivalents$160,667 $123,672 
Cash and cash equivalents at beginning of period417,663 293,991 
Cash and cash equivalents at end of period$578,330 $417,663 


Non-GAAP Financial Information
The tables below contain financial information calculated other than in accordance with U.S. generally accepted accounting principles (“GAAP”). Specifically, management believes that non-GAAP financial measures such as EBITDA and EBITDA margin are useful in evaluating operating performance and are regularly used by securities analysts, institutional investors and other interested parties, and that such supplemental measures facilitate comparisons between companies that have different capital and financing structures and/or tax rates. We are also providing adjusted EBITDA and adjusted EBITDA margin, non-GAAP measures, to indicate the impact of loss on debt extinguishment, stock-based compensation expense and other costs, net, which include legal fees for the defense of a former Company officer in his ongoing civil litigation with the Securities and Exchange Commission, reorganization costs, strategic acquisition and divestiture expenses and non-cash impairment charges. In addition to the aforementioned costs, 2023 also included a litigation charge.
We provide adjusted income before income taxes, adjusted provision for income taxes, adjusted net income attributable to Granite Construction Incorporated, adjusted diluted weighted average shares of common stock and adjusted diluted earnings per share attributable to common shareholders, non-GAAP measures, to indicate the impact of the following:
•Other costs, net as described above;
•Transaction costs which include acquired intangible amortization expense and acquisition-related depreciation;
•Stock-based compensation expense;
•Loss on debt extinguishment; and
•Income taxes related to establishment of valuation allowance in 2023.
We also provide materials segment cash gross profit to exclude the impact of the segment’s depreciation, depletion and amortization from the segment’s gross profit. Management believes that non-GAAP financial measures such as materials segment cash gross profit are useful in evaluating operating performance and are regularly used by securities analysts, institutional investors and other interested parties, and that such supplemental measures facilitate comparisons between companies that have different capital and financing structures.
Management believes that these additional non-GAAP financial measures facilitate comparisons between industry peer companies, and management uses these non-GAAP financial measures in evaluating the Company's performance. However, the reader is cautioned that any non-GAAP financial measures provided by the Company are provided in addition to, and not as alternatives for, the Company's reported results prepared in accordance with GAAP. Items that may have a significant impact on the Company's financial position, results of operations and cash flows must be considered when assessing the Company's actual financial condition and performance regardless of whether these items are included in non-GAAP financial measures. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures provided by the Company may not be comparable to similar measures provided by other companies. 



GRANITE CONSTRUCTION INCORPORATED
EBITDA AND ADJUSTED EBITDA(1)
(Unaudited - dollars in thousands)
Three Months Ended
December 31,		Years Ended
December 31,
2024202320242023
EBITDA:
Net income attributable to Granite Construction Incorporated$41,483 $25,998 $126,346 $43,599 
Net income margin(2)4.2 %2.8 %3.2 %1.2 %
Depreciation, depletion and amortization expense(3)34,189 27,144 127,721 92,866 
Provision for income taxes19,113 8,289 55,749 30,267 
Interest expense, net1,329 312 4,839 924 
EBITDA(1)$96,114 $61,743 $314,655 $167,656 
EBITDA margin(1)(2)9.8 %6.6 %7.9 %4.8 %
ADJUSTED EBITDA:
Other costs, net$10,158 $12,244 $39,936 $50,217 
Stock-based compensation(4)2,267 1,847 19,595 10,477 
Loss on debt extinguishment— — 27,552 51,052 
Adjusted EBITDA(1)$108,539 $75,834 $401,738 $279,402 
Adjusted EBITDA margin(1)(2)11.1 %8.1 %10.0 %8.0 %
(1)We define EBITDA as GAAP net income attributable to Granite Construction Incorporated, adjusted for net interest expense, taxes, depreciation, depletion and amortization. Adjusted EBITDA and adjusted EBITDA margin exclude the impact of Other costs, net, loss on debt extinguishment and stock-based compensation, as described above.
(2)Represents net income, EBITDA and adjusted EBITDA divided by consolidated revenue of $977 million and $934 million, for the three months ended December 31, 2024 and 2023, respectively, and $4.0 billion and $3.5 billion for the fiscal year ended December 31, 2024 and 2023, respectively. 
(3)Amount includes the sum of depreciation, depletion and amortization which are classified as cost of revenue and selling, general and administrative expenses in the consolidated statements of operations.
(4)In the first quarter of 2024, we revised the adjusted EBITDA calculation to exclude the impact of stock-based compensation expense. Prior period adjusted EBITDA calculations have been recast to conform to current presentation.


GRANITE CONSTRUCTION INCORPORATED 
ADJUSTED NET INCOME RECONCILIATION
(Unaudited - in thousands, except per share data)
Three Months Ended
December 31,		Years Ended
December 31,
2024202320242023
Income before income taxes$66,164 $29,998 $196,192 $59,854 
Other costs, net10,158 12,244 39,936 50,217 
Transaction costs6,059 1,660 21,436 6,706 
Stock-based compensation(1)2,267 1,847 19,595 10,477 
Loss on debt extinguishment — — 27,552 51,052 
Adjusted income before income taxes$84,648 $45,749 $304,711 $178,306 
Provision for income taxes$19,113 $8,289 $55,749 $30,267 
Tax expense to establish valuation allowance— — — (1,542)
Tax effect of adjusting items(2)4,308 4,095 20,902 16,215 
Adjusted provision for income taxes$23,421 $12,384 $76,651 $44,940 
Net income attributable to Granite Construction Incorporated$41,483 $25,998 $126,346 $43,599 
After-tax adjusting items14,176 11,656 87,617 103,779 
Adjusted net income attributable to Granite Construction Incorporated $55,659 $37,654 $213,963 $147,378 
Diluted weighted average shares of common stock52,954 53,605 52,514 52,565 
Less: dilutive effect of convertible notes(3)(7,830)(9,099)(8,103)(8,103)
Adjusted diluted weighted average shares of common stock45,124 44,506 44,411 44,462 
Diluted net income per share attributable to common shareholders$0.84 $0.55 $2.62 $0.97 
After-tax adjusting items per share attributable to common shareholders0.39 0.30 2.20 2.34 
Adjusted diluted net income per share attributable to common shareholders$1.23 $0.85 $4.82 $3.31 
(1)In the first quarter of 2024, we revised the adjusted net income calculation to exclude the impact of stock-based compensation expense. Prior period adjusted net income and diluted net income per share calculations have been recast to conform to current presentation.
(2)The tax effect of adjusting items was calculated using the Company’s estimated annual statutory tax rate. The tax effect of adjusting items for the fiscal year ended December 31, 2024 includes an immaterial amount of the loss on debt extinguishment as it was almost entirely non-tax deductible. In addition, the fourth quarter and fiscal year ended December 31, 2024 excludes $2 million of non-cash impairment charges included in “Other costs, net,” which were non-tax deductible. The fiscal year ended December 31, 2023 excludes the $51 million loss on debt extinguishment and $5 million of non-cash impairment charges included in “Other costs, net” which were non-tax deductible.
(3)When calculating diluted net income attributable to common shareholders, GAAP requires that we include potential share dilution from the convertible notes when not antidilutive. Granite entered into capped call transactions relating to both the 3.75% and 3.25% convertible notes to offset the dilutive impact of the convertible notes. The impact of the capped call transactions was excluded from the GAAP diluted net income attributable to common shareholders calculation as the impact would be antidilutive. For the purpose of calculating our adjusted diluted net income per share attributable to common shareholders, the dilutive effect of the convertible notes is removed to reflect the impact of the capped call transactions.


GRANITE CONSTRUCTION INCORPORATED 
MATERIALS SEGMENT CASH GROSS PROFIT RECONCILIATION
(Unaudited - in thousands)
Three Months Ended
December 31,		Years Ended
December 31,
202420232022202420232022
Gross profit$22,635 $22,277 $24,648 $81,695 $71,344 $65,613 
Gross profit as a percent of revenue14.5 %15.9 %19.9 %13.8 %13.8 %13.2 %
Depreciation, depletion and amortization14,433 8,252 5,785 45,091 26,766 23,948 
Cash gross profit$37,068 $30,529 $30,433 $126,786 $98,110 $89,561 
Cash gross profit as a percent of revenue23.8 %21.8 %24.5 %21.4 %19.0 %18.0 %


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

v3.25.0.1
Cover
Feb. 13, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 13, 2025
Entity Registrant Name GRANITE CONSTRUCTION INCORPORATED
Entity Incorporation, State or Country Code DE
Entity File Number 1-12911
Entity Tax Identification Number 77-0239383
Entity Address, Address Line One 585 West Beach Street
Entity Address, City or Town Watsonville
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95076
City Area Code 831
Local Phone Number 724-1011
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol GVA
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000861459
Amendment Flag false
Granite Construction (NYSE:GVA)
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