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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
Commission file number 1-41642
Knife River Corporation
(Exact name of registrant as specified in its charter)
Delaware92-1008893
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)

1150 West Century Avenue
P.O. Box 5568
Bismarck, North Dakota 58506-5568
(Address of principal executive offices)
(Zip Code)
(701) 530-1400
(Registrant's telephone number, including area code)

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 valueKNFNew 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. Yes  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). Yes  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
Accelerated Filer
Non-Accelerated Filer
Smaller Reporting Company
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No .
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of November 1, 2023: 56,566,214 shares.
1


Index
Page
 

2

Definitions
The following abbreviations and acronyms used in this Form 10-Q are defined below:
Abbreviation or Acronym
AgencyPublicly-funded work completed for state departments of transportation, as well as cities and counties
ASC
FASB Accounting Standards Codification
CDL
Commercial driver's license
CentennialCentennial Energy Holdings, Inc., a direct wholly owned subsidiary of MDU Resources and the direct parent company of Knife River prior to the spinoff
Company or Knife River
Knife River Corporation
COVID-19Coronavirus disease 2019
DistributionThe distribution of approximately 90 percent of the outstanding shares of Knife River common stock to MDU Resources stockholders on a pro rata basis of one share of Knife River common stock for every four shares held of MDU Resources common stock
Dodd-Frank Act
Dodd-Frank Wall Street Reform and Consumer Protection Act
EBITDAEarnings before interest, taxes, depreciation, depletion and amortization
EDGE"Competitive EDGE" strategy implemented by the Company to improve margins and to execute on other strategic initiatives aimed at generating long-term profitable growth
Exchange Act
Securities Exchange Act of 1934, as amended
FASB
Financial Accounting Standards Board
GAAP
Accounting principles generally accepted in the United States of America
IIJA
Infrastructure Investment and Jobs Act
Knife River CorporationThe holding company established in conjunction with the Separation and, prior to the Separation, a direct wholly owned subsidiary of MDU Resources
MDU ResourcesMDU Resources Group, Inc., the indirect parent company of Knife River prior to the spinoff
SECUnited States Securities and Exchange Commission
SeparationThe separation of Knife River from MDU Resources' other businesses and the creation of an independent, publicly traded company
SOFR
Secured Overnight Financing Rate
3

Introduction
Knife River is a leading aggregates-based construction materials and contracting services provider in the United States. The Company's aggregate reserves provide the foundation for its vertically integrated business strategy, with approximately 40 percent of its aggregates in 2023 being used internally to support value-added downstream products (ready-mix concrete and asphalt) and contracting services (heavy-civil construction, asphalt paving, concrete construction, site development and grading services). The Company provides construction materials and contracting services for both public and private customers and is focused on being the provider of choice in mid-size, high-growth markets. Knife River is committed to its plan for continued growth and to delivering for its stakeholders — customers, communities, employees and stockholders — by executing on its four core values: people, safety, quality and the environment.
The Company supplies construction materials to customers in 14 states and also provides related contracting services. It has broad access to high-quality aggregates in most of its markets, which forms the foundation of its vertically integrated business model. Knife River shares resources, including plants, equipment and people, across its various locations to maximize efficiency, and it transports its products by truck, rail and barge to complete the vertical value chain, depending on the particular market. The Company's strategically located aggregate sites, ready-mix plants and asphalt plants, along with its fleet of ready-mix and dump trucks, enables Knife River to better serve its customers. The Company believes its vertically integrated business model is a strong competitive advantage that provides scale, efficiency and operational excellence for the benefit of customers, stockholders and the broader communities that it serves.
The Company is organized into six operating regions: Pacific, Northwest, Mountain, North Central, South and Energy Services. These regions are used to determine the Company's reportable segments, which are based on the Company's method of internal reporting and are aligned by key geographic regions due to the production of construction materials and related contracting services following the seasonal nature of the construction industry. Knife River's reportable segments are: Pacific, Northwest, Mountain and North Central, with South and Energy Services included in the All Other category with its corporate services. The internal reporting of these segments is defined based on the reporting and review process used by the Company's chief executive and chief operating officers. For more information on the Company's business segments, see Note 15 of the Notes to Consolidated Financial Statements.
On May 31, 2023, the Separation of Knife River from MDU Resources was completed as a tax-free spin-off for U.S. federal income tax purposes. As a result of the Separation, MDU Resources distributed shares representing approximately 90 percent of Knife River's outstanding common stock to holders of record of MDU Resources' common stock as of the close of business on May 22, 2023. Following the Distribution, Knife River became an independent, publicly traded company.
4

Part I -- Financial Information
Item 1. Financial Statements
Knife River Corporation
Consolidated Statements of Operations
(Unaudited)
Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
 (In thousands, except per share amounts)
Revenue:    
Construction materials$553,057 $483,221 $1,177,726 $1,060,051 
Contracting services537,315 492,207 1,005,736 937,156 
Total revenue1,090,372 975,428 2,183,462 1,997,207 
Cost of revenue:    
Construction materials346,298 340,609 856,606 846,965 
Contracting services474,685 450,332 900,388 861,300 
Total cost of revenue820,983 790,941 1,756,994 1,708,265 
Gross profit269,389 184,487 426,468 288,942 
Selling, general and administrative expenses59,168 41,572 167,276 130,223 
Operating income210,221 142,915 259,192 158,719 
Interest expense15,354 8,817 44,005 21,506 
Other income (expense)7 (1,277)3,311 (6,056)
Income before income taxes194,874 132,821 218,498 131,157 
Income tax expense48,219 33,164 56,327 32,947 
Net income$146,655 $99,657 $162,171 $98,210 
Net income per share:
    
Basic $2.59 $1.76 $2.87 $1.74 
Diluted$2.58 $1.76 $2.86 $1.74 
Weighted average common shares outstanding:
Basic56,56656,56656,56656,566
Diluted 56,73556,56656,63356,566
The accompanying notes are an integral part of these consolidated financial statements.
5

Knife River Corporation
Consolidated Statements of Comprehensive Income
(Unaudited)
Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
 (In thousands)
Net income$146,655 $99,657 $162,171 $98,210 
Other comprehensive income:
Reclassification adjustment for loss on derivative instruments included in net income, net of tax of $ and $27 for the three months ended and $28 and $80 for the nine months ended in 2023 and 2022, respectively
 82 90 246 
Postretirement liability adjustment:
Postretirement liability gains (losses) arising during the period, net of tax of $ and $ for the three months ended and $(6) and $1,879 for the nine months ended in 2023 and 2022, respectively
  (17)5,820 
Amortization of postretirement liability losses included in net periodic benefit cost, net of tax of $16 and $71 for the three months ended and $47 and $213 for the nine months ended in 2023 and 2022, respectively
49 221 144 662 
Postretirement liability adjustment49 221 127 6,482 
Other comprehensive income49 303 217 6,728 
Comprehensive income attributable to common stockholders$146,704 $99,960 $162,388 $104,938 
The accompanying notes are an integral part of these consolidated financial statements.
6

Knife River Corporation
Consolidated Balance Sheets
(Unaudited)
 September 30, 2023December 31, 2022
Assets(In thousands, except shares and per share amounts)
Current assets:  
Cash, cash equivalents and restricted cash$116,159 $10,090 
Receivables, net491,866 210,157 
Costs and estimated earnings in excess of billings on uncompleted contracts50,545 31,145 
Due from related-party 16,050 
Inventories314,711 323,277 
Prepayments and other current assets38,094 17,848 
Total current assets1,011,375 608,567 
Noncurrent assets:  
Property, plant and equipment2,547,577 2,489,408 
Less accumulated depreciation, depletion and amortization1,248,042 1,174,195 
Net property, plant and equipment1,299,535 1,315,213 
Goodwill274,478 274,540 
Other intangible assets, net11,463 13,430 
Operating lease right-of-use assets44,309 45,873 
Investments and other39,722 36,696 
Total noncurrent assets 1,669,507 1,685,752 
Total assets$2,680,882 $2,294,319 
Liabilities and Stockholders' Equity  
Current liabilities:  
Long-term debt - current portion$7,082 $211 
Related-party notes payable - current portion 238,000 
Accounts payable148,977 87,370 
Billings in excess of costs and estimated earnings on uncompleted contracts58,785 39,843 
Taxes payable53,281 8,502 
Accrued compensation37,922 29,192 
Due to related-party 20,286 
Current operating lease liabilities 13,702 13,210 
Other accrued liabilities105,218 80,276 
Total current liabilities 424,967 516,890 
Noncurrent liabilities:  
Long-term debt675,649 427 
Related-party notes payable 446,449 
Deferred income taxes173,989 175,804 
Noncurrent operating lease liabilities30,607 32,663 
Other132,652 93,497 
Total liabilities 1,437,864 1,265,730 
Commitments and contingencies
Stockholders' equity:  
Common stock, 300,000,000 shares authorized, $0.01 par value, 56,997,350 shares
issued and 56,566,214 shares outstanding at September 30, 2023; 80,000 shares authorized, issued and outstanding, $10 par value at December 31, 2022
570 800 
Other paid-in capital613,024 549,106 
Retained earnings645,185 494,661 
MDU Resources common stock held by subsidiary at cost - 538,921 shares at
December 31, 2022
 (3,626)
Treasury stock held at cost - 431,136 shares
(3,626) 
Accumulated other comprehensive loss(12,135)(12,352)
Total stockholders' equity1,243,018 1,028,589 
Total liabilities and stockholders' equity $2,680,882 $2,294,319 
The accompanying notes are an integral part of these consolidated financial statements.
7

Knife River Corporation
Consolidated Statements of Equity
(Unaudited)
Common StockOther
Paid-in Capital
Retained EarningsMDU Resources' Stock Held
by Subsidiary
Treasury StockAccumula-ted Other Comprehe-nsive Loss
SharesAmountSharesAmountSharesAmountTotal
 (In thousands, except shares)
At December 31, 2022
80,000 $800 $549,106 $494,661 (538,921)$(3,626) $ $(12,352)$1,028,589 
Net loss— — — (41,320)— — — — — (41,320)
Other comprehensive income— — — — — — — — 93 93 
Stock-based compensation— — 453 (39)— — — — — 414 
Net transfers to Centennial— — (1,385)(11,622)— — — — — (13,007)
At March 31, 202380,000 $800 $548,174 $441,680 (538,921)$(3,626) $ $(12,259)$974,769 
Net income
— — — 56,836 — — — — — 56,836 
Other comprehensive Income— — — — — — — — 75 75 
Stock-based compensation— — 212 14 — — — — — 226 
Transfer of MDU Resources' stock held by subsidiary— — — — 538,921 3,626 — — — 3,626 
Receipt of treasury stock at cost— — — — — — (431,136)(3,626)— (3,626)
Retirement of historical common stock in connection with the Separation(80,000)(800)800 — — — — — —  
Issuance of common stock in connection with the Separation56,997,350 570 (596)— — — — — — (26)
Net transfers from Centennial and MDU Resources including Separation adjustments— — 62,972 — — — — — — 62,972 
At June 30, 202356,997,350 $570 $611,562 $498,530  $ (431,136)$(3,626)$(12,184)$1,094,852 
Net income— — — 146,655 — — — — — 146,655 
Other comprehensive income— — — — — — — — 49 49 
Stock-based compensation— — 1,462 — — — — — — 1,462 
At September 30, 202356,997,350 $570 $613,024 $645,185  $ (431,136)$(3,626)$(12,135)$1,243,018 
The accompanying notes are an integral part of these consolidated financial statements.
8


Knife River Corporation
Consolidated Statements of Equity
(Unaudited)
Common StockOther
Paid-in Capital
Retained EarningsMDU Resources' Stock Held
by Subsidiary
Treasury StockAccumula-ted Other Comprehe-nsive Loss
SharesAmountSharesAmountSharesAmountTotal
 (In thousands, except shares)
At December 31, 2021
80,000 $800 $549,714 $430,446 (538,921)$(3,626) $ $(24,490)$952,844 
Net loss— — — (40,010)— — — — — (40,010)
Other comprehensive income— — — — — — — — 303 303 
Stock-based compensation— — 333 (27)— — — — — 306 
Net transfers to Centennial— — (3,432)(12,976)— — — — — (16,408)
At March 31, 202280,000 $800 $546,615 $377,433 (538,921)$(3,626) $ $(24,187)$897,035 
Net income
— — — 38,562 — — — — — 38,562 
Other comprehensive income
— — — — — — — — 6,122 6,122 
Stock-based compensation— — 333 (27)— — — — — 306 
Net transfers to Centennial— — (5,063)(12,974)— — — — — (18,037)
At June 30, 202280,000 $800 $541,885 $402,994 (538,921)$(3,626) $ $(18,065)$923,988 
Net income— — — 99,657 — — — — — 99,657 
Other comprehensive income— — — — — — — — 303 303 
Stock-based compensation— — 134 (11)— — — — — 123 
Net transfers (from) to Centennial
— — 220 (12,975)— — — — — (12,755)
At September 30, 202280,000 $800 $542,239 $489,665 (538,921)$(3,626) $ $(17,762)$1,011,316 
The accompanying notes are an integral part of these consolidated financial statements.
9

Knife River Corporation
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
 September 30,
 20232022
 (In thousands)
Operating activities:  
Net income$162,171 $98,210 
Adjustments to reconcile net income to net cash provided by operating activities:
  
Depreciation, depletion and amortization92,511 88,551 
Deferred income taxes(1,884)5,043 
Provision for credit losses1,386 (296)
Amortization of debt issuance costs2,425 355 
Employee stock-based compensation costs2,127 800 
Pension and postretirement benefit plan net periodic benefit cost 889 981 
Unrealized (gains) losses on investments(685)3,172 
Gains on sales of assets(3,806)(3,575)
Changes in current assets and liabilities, net of acquisitions:
Receivables(302,536)(239,565)
Due from related-party16,050 1,258 
Inventories8,566 (18,624)
Other current assets(20,127)835 
Accounts payable91,663 69,552 
Due to related-party(7,310)9,829 
Other current liabilities78,006 21,786 
Pension and postretirement benefit plan contributions(1,611)(313)
Other noncurrent changes35,092 1,400 
Net cash provided by operating activities152,927 39,399 
Investing activities:  
Capital expenditures(86,450)(121,840)
Acquisitions, net of cash acquired 450 
Net proceeds from sale or disposition of property and other5,227 5,716 
Investments(1,764)(2,226)
Net cash used in investing activities(82,987)(117,900)
Financing activities:  
Issuance of current related-party notes, net 100,000 
Issuance of long-term related-party notes, net205,275 26,872 
Issuance of long-term debt700,000  
Repayment of long-term debt(1,891)(206)
Debt issuance costs(16,640)(749)
Proceeds from issuance of common stock(26) 
Net transfers to Centennial(850,589)(42,236)
Net cash provided by financing activities36,129 83,681 
Increase in cash, cash equivalents and restricted cash106,069 5,180 
Cash, cash equivalents and restricted cash -- beginning of year10,090 13,848 
Cash, cash equivalents and restricted cash -- end of period$116,159 $19,028 
The accompanying notes are an integral part of these consolidated financial statements.
10

Knife River Corporation
Notes to Consolidated
Financial Statements
September 30, 2023 and 2022
(Unaudited)
Note 1 - Background
On August 4, 2022, MDU Resources announced that its board of directors approved a plan to pursue the Separation of Knife River from MDU Resources. On May 31, 2023, the Separation was completed by a pro rata distribution of shares representing approximately 90 percent of Knife River's outstanding common stock to MDU Resources' stockholders. MDU Resources' stockholders received one share of Knife River common stock for every four shares of MDU Resources common stock held as of the close of business on May 22, 2023. MDU Resources retained approximately 10 percent of Knife River's common stock. The Distribution was tax-free to its stockholders for U. S. federal income tax purposes. At the time of the Separation, the net parent investment in Knife River held by Centennial was settled between the companies. As a result of the Separation, Knife River is now an independent public company trading on the New York Stock Exchange under the symbol "KNF." More information on the Separation and Distribution, as well as the Company's historical results, can be found within the Company's Registration Statement on Form 10.
Note 2 - Basis of presentation
The accompanying consolidated interim financial statements were prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Interim financial statements do not include all disclosures provided in annual financial statements and, accordingly, these financial statements should be read in conjunction with the Company's Registration Statement on Form 10. The information is unaudited but includes adjustments that are, in the opinion of management, necessary for a fair presentation of the accompanying consolidated interim financial statements and are of a normal recurring nature.
On May 31, 2023, the Company became a stand-alone publicly traded company. Prior to the Separation on May 31, 2023, Knife River operated as a wholly owned subsidiary of Centennial and an indirect, wholly owned subsidiary of MDU Resources and not as a stand-alone company. These consolidated financial statements and footnotes reflect the historical financial position, results of operations and cash flows of the Company as historically managed within MDU Resources for the periods prior to the completion of the Separation and reflect the financial position, results of operations and cash flows as a stand-alone company for the period after the completion of the Separation. The historical consolidated financial statements and footnotes were prepared on a “carve-out” basis in connection with the Separation and were derived from the consolidated financial statements of MDU Resources as if the Company operated on a stand-alone basis during the periods presented, and were prepared utilizing the legal entity approach in conformity with GAAP. The results for the three and nine months ended September 30, 2022, vary from the previously reported MDU Resources' construction materials and contracting services segment due to an adjustment to a cost allocation for interim periods to conform with the Company's current year accounting. This adjustment does not impact the historical annual financial statements included in the Company's Registration Statement on Form 10. This adjustment increased cost of revenue for the three months ended September 30, 2022, by $4.4 million ($3.4 million after tax) and decreased cost of revenue for the nine months ended September 30, 2022, by $1.6 million ($1.2 million after tax). The adjustment is not considered material for the three or nine months ended September 30, 2022.
The Company utilized allocations and carve-out methodologies to prepare its historical consolidated financial statements and footnotes. The consolidated financial statements and footnotes herein may not be indicative of the Company's future performance or actual expenses that would have been incurred as a stand-alone company for the periods presented.
All revenues and costs, as well as assets and liabilities, directly associated with the business activity of the Company are included in the consolidated financial statements. In the periods prior to the Separation, the consolidated financial statements include expense allocations for certain functions provided by MDU Resources and Centennial, including, but not limited to certain general corporate expenses related to senior management, legal, human resources, finance and accounting, treasury, information technology, communications, procurement, tax, insurance and other shared services. These general corporate expenses are included in the Consolidated Statements of Operations within selling, general and administrative expenses and other income (expense). There were no amounts allocated to Knife River for the three months ended September 30, 2023, and $8.7 million was allocated for the nine months ended September 30, 2023. For the three and nine months ended September 30, 2022, there was $3.8 million and $13.4 million, respectively, allocated to Knife River. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder principally allocated on the basis of percent of total capital invested or other allocation methodologies that are considered to be a reasonable reflection of the utilization of the services provided to the benefits received, including the following: number of employees paid and stated as cost per check; number of employees served; weighted factor of travel, managed units, national account spending, equipment and fleet acquisitions; purchase order dollars spent and purchase order line count; number of payments, vouchers or unclaimed property reports; labor hours; time tracked; and projected workload.
11

Prior to the Separation, Knife River historically participated in Centennial’s centralized cash management program, including its overall financing arrangements. This arrangement is not reflective of the manner in which the Company would have been able to finance its operations had it been independent from MDU Resources for the period prior to the completion of the Separation. Knife River had related-party note agreements in place with Centennial for the financing of its capital needs, which are reflected as related-party notes payable on the Consolidated Balance Sheets as of December 31, 2022. The related-party notes payable to Centennial at May 30, 2023, was $889.7 million. As part of the Separation, Centennial made an equity contribution to the Company to release the Company of its obligation related to the outstanding notes payable. Also as part of the Separation, the Company entered into debt agreements and subsequently paid a dividend of $825.0 million from the debt proceeds to Centennial, which Centennial used to repay a portion of the Company's outstanding indebtedness. These transactions resulted in the Company receiving a net equity contribution of $64.7 million and is reflected as "Net transfers from Centennial and MDU Resources including separation adjustments" in the Consolidated Statement of Equity. Interest expense in the Consolidated Statements of Operations includes the allocation of interest on borrowing and funding associated with the related-party note agreements for periods prior to the Separation.
Prior to the Separation, income tax expense and tax balances in the consolidated financial statements were calculated on a separate tax return basis. The separate tax return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company were a separate taxpayer and a standalone enterprise. Management believes the assumptions supporting the allocation and presentation of income taxes on a separate return basis are reasonable. As a stand-alone entity, the Company will file tax returns on its own behalf, and tax balances and effective income tax rate may differ from the amounts reported in the historical periods.
Management has also evaluated the impact of events occurring after September 30, 2023, up to the date of issuance of these consolidated interim financial statements on November 6, 2023, that would require recognition or disclosure in the Consolidated Financial Statements.
Principles of consolidation
For the pre-Separation periods, the accompanying financial statements of the Company were derived from the consolidated financial statements and accounting records of MDU Resources as if the Company and its wholly owned subsidiaries operated on a stand-alone basis during the periods presented. The consolidated financial statements were prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying consolidated financial statements. Related-party transactions between the Company and MDU Resources or Centennial for general operating activities and intercompany debt have been included in the consolidated financial statements for the pre-Separation periods. These related-party transactions were settled in cash and are reflected in the pre-Separation Consolidated Balance Sheets as “Due from related-party” or “Due to related-party” with the aggregate net effect reflected in the Consolidated Statements of Cash Flows within operating activities and “Related-party notes payable” with the aggregate net effect reflected in the Consolidated Statements of Cash Flows within financing activities.
The aggregate net effect of related-party transactions not settled in cash as part of the Separation have been reflected in the pre-Separation Consolidated Balance Sheet within “Other paid-in capital”. See Note 18 for additional information on related-party transactions.
Use of estimates
The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates are used for items such as long-lived assets and goodwill; fair values of acquired assets and liabilities under the acquisition method of accounting; aggregate reserves; property depreciable lives; tax provisions; revenue recognized using the cost-to-cost measure of progress for contracts; expected credit losses; environmental and other loss contingencies; costs on contracting services contracts; actuarially determined benefit costs; asset retirement obligations; lease classification; present value of right-of-use assets and lease liabilities; and the valuation of stock-based compensation. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.
New accounting standards
There have been no recent accounting standards that are expected to materially affect the Company.
Cash, cash equivalents and restricted cash
The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash and cash equivalents. At September 30, 2023, the $116.2 million of cash, cash equivalents and restricted cash on the Consolidated Statements of Cash Flows is comprised of $84.0 million of cash and cash equivalents and $32.2 million of restricted cash. At September 30, 2022, the Company did not have any restricted cash. Restricted cash represents deposits held by Knife
12

River's captive insurance company that is required by state insurance regulations to remain in the captive insurance company as cash.
Seasonality of operations
Some of the Company's operations are seasonal and revenues from, and certain expenses for, such operations may fluctuate significantly among quarterly periods, with lower activity in the winter months and higher activity in the summer months. Accordingly, the interim results for particular segments, and for the Company as a whole, may not be indicative of results for the full fiscal year or other future periods.
Note 3 - Receivables and allowance for expected credit losses
Receivables consist primarily of trade and contract receivables for the sale of goods and services net of expected credit losses. A majority of the Company's receivables are due in 30 days or less. The total balance of receivables past due 90 days or more was $14.4 million and $11.2 million at September 30, 2023 and December 31, 2022, respectively. Receivables were as follows:
September 30, 2023December 31, 2022
(In thousands)
Trade receivables$236,373$104,347
Contract receivables223,87482,428
Retention receivables37,81428,859
Receivables, gross498,061215,634
Less expected credit loss6,1955,477
Receivables, net$491,866$210,157
The Company's expected credit losses are determined through a review using historical credit loss experience; changes in asset specific characteristics; current conditions; and reasonable and supportable future forecasts, among other specific account data, and is performed at least quarterly. The Company develops and documents its methodology to determine its allowance for expected credit losses. Risk characteristics used by the Company may include customer mix, knowledge of customers and general economic conditions of the various local economies, among others. Specific account balances are written off when management determines the amounts to be uncollectible. Management has reviewed the balance reserved through the allowance for expected credit losses and believes it is reasonable.
Details of the Company's expected credit losses were as follows:
PacificNorthwestMountainNorth
Central
All OtherTotal
 (In thousands)
At December 31, 2022
$2,045 $1,253 $1,278 $839 $62 $5,477 
Current expected credit loss provision45 313 164 (89)(1)432 
Less write-offs charged against the allowance1 68 18   87 
At March 31, 2023$2,089 $1,498 $1,424 $750 $61 $5,822 
Current expected credit loss provision9 74 631 (132)1 583 
Less write-offs charged against the allowance18 512 3  2 535 
At June 30, 2023$2,080 $1,060 $2,052 $618 $60 $5,870 
Current expected credit loss provision46 242 (152)215 20 371 
Less write-offs charged against the allowance26 4 13 3  46 
At September 30, 2023$2,100 $1,298 $1,887 $830 $80 $6,195 
13

PacificNorthwestMountainNorth
Central
All OtherTotal
 (In thousands)
At December 31, 2021$2,052 $512 $1,610 $1,152 $80 $5,406 
Current expected credit loss provision1 (125)(130)6 (5)(253)
Less write-offs charged against the allowance1 20 3 1 1 26 
At March 31, 2022$2,052 $367 $1,477 $1,157 $74 $5,127 
Current expected credit loss provision11 58 (17)(37)(3)12 
Less write-offs charged against the allowance 56 4 47 2 109 
At June 30, 2022$2,063 $369 $1,456 $1,073 $69 $5,030 
Current expected credit loss provision(6)194 (111)(141)9 (55)
Less write-offs charged against the allowance9 7 40 4 16 76 
At September 30, 2022$2,048 $556 $1,305 $928 $62 $4,899 
Note 4 - Inventories
Inventories on the Consolidated Balance Sheets were as follows:
 September 30, 2023December 31, 2022
 (In thousands)
Finished products$213,702 $211,496 
Raw materials63,156 78,571 
Supplies and parts37,853 33,210 
Total$314,711 $323,277 

Inventories are valued at the lower of cost or net realizable value using the average cost method. Inventories include production costs incurred as part of the Company's aggregate mining activities. These inventoriable production costs include all mining and processing costs associated with the production of aggregates. Stripping costs incurred during the production phase, which represent costs of removing overburden and waste materials to access mineral deposits, are a component of inventoriable production costs.
Note 5 - Earnings per share
The calculation for basic and diluted earnings per share for any period presented prior to the Separation are based on the number of shares outstanding on May 31, 2023, the Separation and Distribution date. For periods prior to the Separation, it is assumed that there are no dilutive equity instruments as there were no Knife River stock-based awards outstanding at the time.
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the applicable period. Diluted earnings per share is computed by dividing net income by the total of the weighted average number of shares of common stock outstanding during the applicable period, plus the effect of non-vested restricted stock units. Weighted average common shares outstanding is comprised of issued shares of 56,997,350 less shares held in treasury of 431,136, as described in Note 6. Basic and diluted earnings per share are calculated as follows, based on a reconciliation of the weighted-average common shares outstanding on a basic and diluted basis:
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(In thousands, except per share amounts)
Net income
$146,655 $99,657 $162,171 $98,210 
Weighted average common shares outstanding - basic56,566 56,566 56,566 56,566 
Effect of dilutive restricted stock units169  67  
Weighted average common shares outstanding - diluted56,735 56,566 56,633 56,566 
Shares excluded from the calculation of diluted earnings per share
    
Net income per share - basic
$2.59 $1.76 $2.87 $1.74 
Net income per share - diluted
$2.58 $1.76 $2.86 $1.74 
14

Note 6 - Equity
On May 31, 2023, the Company issued 56,997,350 shares of common stock with a par value of $0.01 in connection with the Separation.
The Company historically held 538,921 shares of MDU Resources common stock through one of its subsidiaries. The historical shares are presented as MDU Resources' stock held by subsidiary on the Consolidated Statement of Equity. In connection with the Separation, Knife River entered into an agreement with MDU Resources to transfer the stock of MDU Resources held by its subsidiary to MDU Resources in exchange for 431,136 shares of Knife River common stock. The number of shares transferred to Knife River was based on the value of the stock at the time of the Separation. The historical MDU Resources common stock held by subsidiary at cost of $3.6 million at September 30, 2023, on the Consolidated Balance Sheets reflects the value of the MDU Resources common stock at the time it was granted to Knife River's subsidiary and will remain at the historical value since the exchange was between related parties. The 431,136 shares of Knife River common stock are presented as Treasury stock held at cost in the Consolidated Balance Sheet and reduce the number of common stock shares outstanding.
Stock-based compensation
Prior to the Separation, key employees of the Company participated in various stock-based compensation plans authorized and managed by MDU Resources. All awards granted under the plans were based on MDU Resources' common shares, however, Knife River recognized the expense for its participants in its financial statements.
At the time of the Separation, each outstanding MDU Resources time-vested restricted stock unit and performance share award held by a Knife River employee was converted into Knife River time-vested restricted stock units. The converted awards will continue to vest over the original vesting period, which is generally three years from the grant date. All performance share awards that were converted at the time of the Separation were first adjusted using a combined performance factor based on MDU Resources' actual performance as of December 31, 2022. The number of restricted stock units was determined by taking the closing per share price of MDU Resources on May 31, 2023, and dividing by the closing per share price of Knife River on June 1, 2023. The ratio used to convert the MDU Resources' share-based awards was designed to preserve the aggregate intrinsic value of the award immediately after the Separation when compared to the aggregate intrinsic value of the award immediately prior to the Separation. The existing unvested stock-based awards issued through MDU Resources' stock-based compensation plans were modified in connection with the Separation to maintain an equivalent value immediately before and after Separation. The impact of this modification will be recorded over the remaining vesting periods and was not material to the Company's stock-based compensation expense for the three or nine months ended September 30, 2023.
Note 7 - Accumulated other comprehensive loss
The after-tax changes in the components of accumulated other comprehensive loss were as follows:
Net Unrealized
Loss on
Derivative
 Instruments
 Qualifying as
Hedges
Postretirement
 Liability
Adjustment
Total
Accumulated
 Other
Comprehensive
 Loss
 (In thousands)
At December 31, 2022$(90)$(12,262)$(12,352)
Amounts reclassified from accumulated other comprehensive loss46 47 93 
Net current-period other comprehensive income46 47 93 
At March 31, 2023$(44)$(12,215)$(12,259)
Other comprehensive loss before reclassification (17)(17)
Amounts reclassified from accumulated other comprehensive loss44 48 92 
Net current-period other comprehensive income44 31 75 
At June 30, 2023$ $(12,184)$(12,184)
Other comprehensive loss before reclassification   
Amounts reclassified from accumulated other comprehensive loss 49 49 
Net current-period other comprehensive income 49 49 
At September 30, 2023
$ $(12,135)$(12,135)
15

Net Unrealized
Loss on
Derivative
 Instruments
 Qualifying as
Hedges
Postretirement
 Liability
Adjustment
Total
Accumulated
 Other
Comprehensive
 Loss
 (In thousands)
At December 31, 2021$(418)$(24,072)$(24,490)
Amounts reclassified from accumulated other comprehensive loss82 221 303 
Net current-period other comprehensive income82 221 303 
At March 31, 2022$(336)$(23,851)$(24,187)
Other comprehensive income before reclassification 5,820 5,820 
Amounts reclassified from accumulated other comprehensive loss82 220 302 
Net current-period other comprehensive income82 6,040 6,122 
At June 30, 2022$(254)$(17,811)$(18,065)
Amounts reclassified from accumulated other comprehensive loss82 221 303 
Net current-period other comprehensive income 82 221 303 
At September 30, 2022
$(172)$(17,590)$(17,762)
The following amounts were reclassified out of accumulated other comprehensive loss into net income. The amounts presented in parenthesis indicate a decrease to net income on the Consolidated Statements of Operations. The reclassifications were as follows:
Three Months EndedNine Months EndedLocation on Consolidated Statements of Operations
September 30,September 30,
2023202220232022
(In thousands)
Reclassification adjustment for loss on derivative income
$ $(109)$(118)$(326)Interest expense
 27 28 80 Income taxes
 (82)(90)(246)
Amortization of postretirement liability losses included in net periodic benefit cost(65)(292)(191)(875)Other income
16 71 47 213 Income taxes
(49)(221)(144)(662)
Total reclassifications$(49)$(303)$(234)$(908)
16

Note 8 - Revenue from contracts with customers
Revenue is recognized when a performance obligation is satisfied by transferring control over a product or service to a customer. Revenue includes revenue from the sales of construction materials and contracting services. Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company is considered an agent for certain taxes collected from customers. As such, the Company presents revenues net of these taxes at the time of sale to be remitted to governmental authorities, including sales and use taxes. Revenue for construction materials is recognized at a point in time when delivery of the products has taken place. Contracting revenue is recognized over time using an input method based on the cost-to-cost measure of progress on a project.
Disaggregation
In the following tables, revenue is disaggregated by category for each segment and includes sales of materials to both third parties and internal customers. Due to consolidation requirements, the internal sales revenues must be eliminated against the construction materials product used in downstream materials and contracting services to arrive at the external operating revenues. The Company believes this level of disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. For more information on the Company’s reportable segments, see Note 15.
Three Months Ended September 30, 2023PacificNorthwestMountainNorth
Central
All OtherTotal
(In thousands)
Aggregates$33,624 $57,398 $39,519 $47,656 $15,388 $193,585 
Ready-mix concrete39,861 46,785 44,053 73,183 12,157 216,039 
Asphalt14,050 43,462 59,673 95,053 10,539 222,777 
Other81,081 4,497 11 10,211 118,312 214,112 
Contracting services public-sector32,632 68,316 135,700 181,779 23,483 441,910 
Contracting services private-sector17,745 25,144 43,944 8,526 46 95,405 
Internal sales(37,566)(36,683)(68,178)(111,288)(39,741)(293,456)
Revenues from contracts with customers
$181,427 $208,919 $254,722 $305,120 $140,184 $1,090,372 
Three Months Ended September 30, 2022PacificNorthwestMountainNorth
Central
All OtherTotal
(In thousands)
Aggregates$28,695 $52,614 $31,258 $45,039 $14,197 $171,803 
Ready-mix concrete35,395 45,600 37,334 64,496 16,082 198,907 
Asphalt10,935 45,110 45,553 96,830 7,133 205,561 
Other63,002 4,447 12 8,711 90,539 166,711 
Contracting services public-sector30,529 78,664 100,298 184,266 18,874 412,631 
Contracting services private-sector14,512 20,424 38,755 5,664 221 79,576 
Internal sales(30,710)(42,627)(49,089)(110,700)(26,635)(259,761)
Revenues from contracts with customers
$152,358 $204,232 $204,121 $294,306 $120,411 $975,428 
Nine Months Ended September 30, 2023PacificNorthwestMountainNorth
Central
All OtherTotal
(In thousands)
Aggregates$79,768 $147,937 $78,051 $81,999 $35,767 $423,522 
Ready-mix concrete106,531 125,273 92,929 139,369 33,604 497,706 
Asphalt21,640 84,908 89,955 141,942 22,888 361,333 
Other168,104 11,513 21 22,703 193,528 395,869 
Contracting services public-sector53,450 138,621 244,320 280,853 61,293 778,537 
Contracting services private-sector37,220 80,258 94,706 13,884 1,131 227,199 
Internal sales(75,345)(84,937)(108,888)(167,055)(64,479)(500,704)
Revenues from contracts with customers$391,368 $503,573 $491,094 $513,695 $283,732 $2,183,462 
17

Nine Months Ended September 30, 2022PacificNorthwestMountainNorth
Central
All OtherTotal
(In thousands)
Aggregates$72,088 $129,752 $67,388 $75,718 $40,892 $385,838 
Ready-mix concrete98,520 121,079 84,950 124,026 46,959 475,534 
Asphalt26,909 79,801 77,021 141,595 19,886 345,212 
Other143,140 11,804 26 20,766 152,757 328,493 
Contracting services public-sector63,450 141,783 202,495 275,797 52,933 736,458 
Contracting services private-sector38,922 60,321 91,783 8,809 863 200,698 
Internal Sales(76,911)(84,733)(90,654)(162,342)(60,386)(475,026)
Revenues from contracts with customers$366,118 $459,807 $433,009 $484,369 $253,904 $1,997,207 
Note 9 - Uncompleted contracts
The timing of revenue recognition may differ from the timing of invoicing to customers. The timing of invoicing to customers does not necessarily correlate with the timing of revenues being recognized under the cost-to-cost method of accounting. Contracts from contracting services are billed as work progresses in accordance with agreed upon contractual terms. Generally, billing to the customer occurs contemporaneous to revenue recognition. A variance in timing of the billings may result in a contract asset or a contract liability. A contract asset occurs when revenues are recognized under the cost-to-cost measure of progress, which exceeds amounts billed on uncompleted contracts. Such amounts will be billed as standard contract terms allow, usually based on various measures of performance or achievement. A contract liability occurs when there are billings in excess of revenues recognized under the cost-to-cost measure of progress on uncompleted contracts. Contract liabilities decrease as revenue is recognized from the satisfaction of the related performance obligation.
The changes in contract assets and liabilities were as follows:
September 30, 2023December 31, 2022ChangeLocation on Consolidated Balance Sheets
(In thousands)
Contract assets
$50,545 $31,145 $19,400 Costs and estimated earnings in excess of billings on uncompleted contracts
Contract liabilities(58,785)(39,843)(18,942)Billings in excess of costs and estimated earnings on uncompleted contracts
Net contract liabilities
$(8,240)$(8,698)$458 
The Company recognized $3.4 million and $35.1 million in revenue for the three and nine months ended September 30, 2023, respectively, which was previously included in contract liabilities at December 31, 2022. The Company recognized $3.0 million and $29.2 million in revenue for the three and nine months ended September 30, 2022, respectively, which was previously included in contract liabilities at December 31, 2021.
The Company recognized a net increase in revenues of $12.1 million and $10.6 million for the three and nine months ended September 30, 2023, respectively, from performance obligations satisfied in prior periods. The Company recognized a net increase in revenues of $4.9 million and $10.4 million for the three and nine months ended September 30, 2022, respectively, from performance obligations satisfied in prior periods.
Remaining performance obligations
The remaining performance obligations, also referred to as backlog, include unrecognized revenues that the Company reasonably expects to be realized. These unrecognized revenues can include: projects that have a written award, a letter of intent, a notice to proceed, an agreed upon work order to perform work on mutually accepted terms and conditions and change orders or claims to the extent management believes additional contract revenues will be earned and are deemed probable of collection. The majority of the Company's contracts for contracting services have an original duration of less than one year.
At September 30, 2023, the Company's remaining performance obligations were $732.2 million. The Company expects to recognize the following revenue amounts in future periods related to these remaining performance obligations: $677.7 million within the next 12 months or less; $38.5 million within the next 13 to 24 months; and $16.0 million in 25 months or more.
18

Note 10 - Goodwill and other intangible assets
The changes in the carrying amount of goodwill were as follows:
Balance at January 1, 2023Goodwill Acquired During the YearMeasurement
Period
Adjustments
Balance at September 30, 2023
 (In thousands)
Pacific$38,339 $ $(62)$38,277 
Northwest90,978   90,978 
Mountain26,816   26,816 
North Central75,879   75,879 
All Other42,528   42,528 
Total$274,540 $ $(62)$274,478 
Other amortizable intangible assets were as follows:
 September 30, 2023December 31, 2022
 (In thousands)
Customer relationships$18,540 $18,540 
Less accumulated amortization8,668 7,367 
 9,872 11,173 
Noncompete agreements4,039 4,039 
Less accumulated amortization3,358 2,985 
681 1,054 
Other2,479 5,279 
Less accumulated amortization1,569 4,076 
 910 1,203 
Total$11,463 $13,430 
Amortization expense for amortizable intangible assets for the three and nine months ended September 30, 2023, was $647,000 and $2.0 million, respectively. Amortization expense for amortizable intangible assets for the three and nine months ended September 30, 2022, was $729,000 and $2.1 million, respectively. Estimated amortization expense for identifiable intangible assets as of September 30, 2023, was:
Remainder of 20232024202520262027Thereafter
(In thousands)
Amortization expense$590 $2,157 $2,042 $1,739 $1,717 $3,218 
Note 11 - Fair value measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The fair value ASC establishes a hierarchy for grouping assets and liabilities, based on the significance of inputs. The estimated fair values of the Company's assets and liabilities measured on a recurring basis are determined using the market approach.
The Company measures its investments in certain fixed-income and equity securities at fair value with changes in fair value recognized in income. The Company anticipates using these investments, which consist of insurance contracts, to satisfy its obligations under its unfunded, nonqualified defined benefit and defined contribution plans for the Company's executive officers and certain key management employees, and invests in these fixed-income and equity securities for the purpose of earning investment returns and capital appreciation. These investments, which totaled $23.5 million and $20.1 million at September 30, 2023 and December 31, 2022, respectively, are classified as investments on the Consolidated Balance Sheets. The net unrealized loss on these investments was $597,000 for the three months ended September 30, 2023 and the net unrealized gain on these investments was $685,000 for the nine months ended September 30, 2023. The net unrealized loss on these investments was $541,000 and $3.2 million for the three and nine months ended September 30, 2022, respectively. The change in fair value, which is considered part of the cost of the plan, is classified in other income on the Consolidated Statements of Operations.
As part of the Separation, the Company retired certain insurance contracts used to satisfy its obligations under its unfunded, nonqualified defined contribution plan for the Company's executive officers and certain key management employees. The proceeds of the retired contracts totaled $4.8 million, which were used to purchase life insurance policies and re-invested in fixed-income and equity securities in the third quarter of 2023.
19

The Company's assets measured at fair value on a recurring basis were as follows:
 Fair Value Measurements at September 30, 2023, Using 
 Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Balance at September 30, 2023
(In thousands)
Assets:    
Money market funds$— $3,199 $— $3,199 
Insurance contracts*— 23,483 — 23,483 
Total assets measured at fair value$— $26,682 $— $26,682 
*    The insurance contracts invest approximately 41 percent in fixed-income investments, 19 percent in cash equivalents, 18 percent in common stock of large-cap companies, 8 percent in common stock of mid-cap companies, 8 percent target date investments, 5 percent in common stock of small-cap companies and 1 percent in international investments.
 Fair Value Measurements at December 31, 2022, Using 
Quoted Prices in
Active Markets
for Identical
Assets
 (Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
 (Level 3)
Balance at December 31, 2022
(In thousands)
Assets:    
Money market funds$— $2,448 $— $2,448 
Insurance contracts*— 20,083 — 20,083 
Total assets measured at fair value$— $22,531 $— $22,531 
*    The insurance contracts invest approximately 63 percent in fixed-income investments, 15 percent in common stock of large-cap companies, 8 percent in common stock of mid-cap companies, 6 percent in common stock of small-cap companies, 6 percent in target date investments and 2 percent in cash equivalents.
The Company’s Level 2 money market funds are valued at the net asset value of shares held at the end of the period, based on published market quotations on active markets, or using other known sources including pricing from outside sources. The estimated fair value of the Company’s Level 2 insurance contracts are based on contractual cash surrender values that are determined primarily by investments in managed separate accounts of the insurer. These amounts approximate fair value. The managed separate accounts are valued based on other observable inputs or corroborated market data.
Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.
The Company applies the provisions of the fair value measurement standard to its nonrecurring, non-financial measurements, including long-lived asset impairments. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. The Company reviews the carrying value of its long-lived assets, excluding goodwill, whenever events or changes in circumstances indicate that such carrying amounts may not be recoverable.
The Company's long-term debt is not measured at fair value on the Consolidated Balance Sheets and the fair value is being provided for disclosure purposes only. The fair value was categorized as Level 2 in the fair value hierarchy and was based on discounted cash flows using current market interest rates. The estimated fair value of the Company's Level 2 long-term debt was as follows:
 September 30, 2023
 (In thousands)
Carrying amount$698,747 
Fair value$700,687 
The carrying amounts of the Company's remaining financial instruments included in current assets and current liabilities approximate their fair values.
20

Note 12 - Debt
Certain debt instruments of the Company contain restrictive covenants and cross-default provisions. In order to borrow under the debt agreements, the Company must be in compliance with the applicable covenants and certain other conditions, all of which management believes the Company, as applicable, was in compliance with at September 30, 2023. In the event the Company does not comply with the applicable covenants and other conditions, alternative sources of funding may need to be pursued.
On April 25, 2023, the Company issued $425.0 million of 7.75 percent senior notes due May 1, 2031, pursuant to an indenture.
On May 31, 2023, the Company entered into a senior secured credit agreement consisting of a $275.0 million term loan and a $350.0 million revolving credit facility. As of September 30, 2023, the Company had no outstanding borrowings against the revolving credit facility. Each debt facility has a SOFR-based interest rate and a maturity date of May 31, 2028. The term loan has a mandatory annual amortization of 2.50 percent for years one and two, 5.00 percent for years three and four, and 7.50 percent in the fifth year. The agreement contains customary covenants and provisions, including a covenant of Knife River not to permit, at any time, the ratio of total debt to trailing twelve month EBITDA to be greater than 4.75 to 1.00. The agreement also contains an interest coverage ratio covenant stating that Knife River’s trailing twelve month EBITDA to interest expense is to be no less than 2.25 to 1.00. The covenants also include restrictions on the sale of certain assets, loans and investments.
Knife River's wholly owned subsidiary companies, subject to certain exclusions and exceptions, are named as subsidiary guarantors of the senior notes and the senior secured credit agreement. In addition, Knife River has pledged substantially all of its assets as collateral, subject to certain exclusions and exceptions, for the senior secured credit agreement.
Long-term debt
Long-term Debt Outstanding Long-term debt outstanding was as follows:
 
Weighted
Average
Interest
Rate at
September 30, 2023
September 30, 2023
 (In thousands)
Term loan agreement due on May 31, 2028
7.52 %$273,281 
Senior notes due on May 1, 2031
7.75 %425,000 
Other notes due on January 1, 2061
 %466 
Less unamortized debt issuance costs16,016 
Total long-term debt682,731 
Less current maturities7,082 
Net long-term debt$675,649 
Schedule of Debt Maturities Long-term debt maturities, which excludes unamortized debt issuance costs, at September 30, 2023, were as follows:
Remainder of
2023
2024202520262027Thereafter
(In thousands)
Long-term debt maturities$1,719 $7,082 $10,520 $13,802 $17,187 $648,437 
Note 13 - Income taxes
Post-Separation, the income tax provisions are calculated based on Knife River's operating footprint, as well as tax return elections and assertions. Current income tax liabilities including amounts for unrecognized tax benefits related to the Company's activities included in MDU Resources' income tax returns were deemed to be immediately settled with MDU Resources' final settlement allocation process as dictated by the MDU Resources' Tax Sharing Agreement.
Prior to the Separation, income tax expense and tax balances in the consolidated financial statements were calculated on a separate tax return basis. The separate tax return method applies the accounting guidance for income taxes to the stand-alone financial statements as if the Company were a separate taxpayer and a stand-alone enterprise. Management believes the assumptions supporting the allocation and presentation of income taxes on a separate return basis are reasonable. As a stand-alone entity, the Company will file tax returns on its own behalf, and tax balances and effective income tax rate may differ from the amounts reported in the historical periods.
Income tax expense is based on reported income before income taxes. Deferred income taxes reflect the tax effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws.
21

Valuation allowances are recognized to reduce deferred tax assets to the amount that will more likely than not be realized. In assessing the need for a valuation allowance, management considers all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies and actions. When there is a change in determination as to the amount of deferred tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to provision for income taxes in the period in which such determination is made.
The Company's cash tax payments for the year may vary significantly from prior years as a result of the timing of the Separation and the seasonality of the Company's business.
Other Tax Matters
Tax Matters Agreement In connection with the Separation, the Company entered into a tax matters agreement with MDU Resources. The tax matters agreement governs the respective rights, responsibilities, and obligations between the Company and MDU Resources after the Separation with respect to tax liabilities and benefits, tax attributes, tax returns, tax contests and other tax sharing regarding U.S. federal, state and local income taxes, other tax matters and related tax returns.
Tax Refunds and Attributes The tax matters agreement provides for the allocation of certain pre-closing tax attributes between the Company and MDU Resources. Tax attributes will be allocated in accordance with the principles set forth in the MDU Resources' Tax Sharing Agreement, then existing, unless otherwise required by law. Under the tax matters agreement, the Company will be entitled to refunds for taxes for which the Company is responsible.
Note 14 - Cash flow information
Cash expenditures for interest and income taxes were as follows:
Nine Months Ended
 September 30,
 20232022 
 (In thousands)
Interest paid, net
$32,028 $19,472 
Income taxes paid, net$22,183 $23,163 
Noncash investing and financing transactions were as follows:
Nine Months Ended
September 30,
20232022 
(In thousands)
Right-of-use assets obtained in exchange for new operating lease liabilities
$9,717 $5,851 
Property, plant and equipment additions in accounts payable
$2,832 $4,884 
Equity contribution from Centennial related to the Separation$64,724 $ 
Equity contribution to MDU Resources for asset/liability transfers related to the Separation$(1,548)$ 
MDU Resources' stock issued prior to spin in connection with a business combination$383 $ 
Note 15 - Business segment data
The Company focuses on the vertical integration of its products and services by offering customers a single source for construction materials and related contracting services. The Company operates in 14 states across the United States. Its operating segments include: Pacific, Northwest, Mountain, North Central, South and Energy Services. The operating segments are organized by geographic region in the United States due to the cyclical nature of the construction work performed. The Company’s reportable segments are those that are based on the Company’s method of internal reporting and management of the business and are Pacific, Northwest, Mountain and North Central. The South and Energy Services operating segments do not meet the criteria to be reportable segments and, as such, are combined with its corporate services in All Other. Each segment is led by a segment president that reports to the Company’s chief operating officer. The chief operating officer works directly with the chief executive officer, the chief operating decision maker, to evaluate the performance of the segments using EBITDA and the allocation of resources.
All of the reportable segments mine, process and sell construction aggregates (crushed stone and sand and gravel); produce and sell asphalt; and produce and sell ready-mix concrete, as well as in some segments the sale of merchandise and other building materials and related services, as well as vertically integrating their contracting services to support the aggregate-based product lines including heavy-civil construction, asphalt and concrete paving, and site development and grading, and in some segments the manufacturing of prestressed concrete products. The Pacific segment and All Other also produce and sell liquid asphalt products and the Pacific segment sells cement. Although not common to all locations, within All Other is the sale of merchandise and other building materials and related services.
22

The information below follows the same accounting policies as described in the audited financial statements and notes included in the Company's Registration Statement on Form 10. Information on the Company's segments was as follows:
Three Months EndedNine Months Ended
September 30,September 30,
 2023 2022 2023 2022 
 (In thousands)
External operating revenues:   
Pacific$181,427 $152,358 $391,368 $366,118 
Northwest208,919 204,232 503,573 459,807 
Mountain254,722 204,121 491,094 433,009 
North Central305,120 294,306 513,695 484,369 
All Other140,184 120,411 283,732 253,904 
Total external operating revenues$1,090,372 $975,428 $2,183,462 $1,997,207 
Intersegment operating revenues:
Pacific$37,566 $30,710 $75,345 $76,911 
Northwest36,683 42,627 84,937 84,733 
Mountain68,178 49,089 108,888 90,654 
North Central111,288 110,700 167,055 162,342 
All Other39,741 26,635 64,479 60,386 
Total intersegment operating revenues$293,456 $259,761 $500,704 $475,026 
EBITDA:    
Pacific$37,558 $24,563 $56,486 $45,194 
Northwest48,867 43,797 102,711 79,774 
Mountain60,473 39,644 86,486 60,244 
North Central70,508 58,584 71,402 50,424 
All Other23,994 5,500 35,323 5,578 
Total segment EBITDA$241,400 $172,088 $352,408 $241,214 
A reconciliation of reportable segment operating revenues to consolidated operating revenues is as follows:
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(In thousands)
Total reportable segment operating revenues$1,203,903 $1,088,143 $2,335,955 $2,157,943 
Other operating revenues179,925 147,046 348,211 314,290 
Less:
Elimination of intersegment operating revenues293,456 259,761 500,704 475,026 
Total consolidated operating revenues$1,090,372 $975,428 $2,183,462 $1,997,207 
A reconciliation of reportable segment EBITDA to consolidated income before income taxes is as follows:
Three Months EndedNine Months Ended
Sept. 30,Sept. 30,
2023202220232022
(In thousands)
Total EBITDA for reportable segments$217,406 $166,588 $317,085 $235,636 
Other EBITDA23,994 5,500 35,323 5,578 
Less:
Depreciation, depletion and amortization31,752 30,450 92,511 88,551 
Interest expense, net*14,774 8,817 41,399 21,506 
Total consolidated income before income taxes
$194,874 $132,821 $218,498 $131,157 
*Interest, net is interest expense net of interest income.
23

Note 16 - Employee benefit plans
The Company has noncontributory qualified defined benefit pension plans and other postretirement benefit plans for certain eligible employees. Prior to the Separation, Knife River was a participant in the MDU Resources postretirement benefit plan. The Company historically treated its share of the postretirement obligation under that plan as a single employer plan in accordance with ASC 715 - Compensation - Retirement Benefits and recorded the funded status and net periodic benefit cost associated with Knife River employees at Knife River. In connection with the Separation, effective June 1, 2023, Knife River established a new, stand-alone postretirement plan comparable to that of MDU Resources and transferred its obligations of $1.5 million for current participants (inclusive of employees that transferred to the Company from MDU Resources) to that plan. The Company's pension benefit plans were stand-alone for Knife River prior to the Separation.
Components of net periodic benefit cost for the Company's pension benefit plans were as follows:
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(In thousands)
Components of net periodic benefit cost:
Interest cost$408 $282 $1,224 $846 
Expected return on assets(450)(493)(1,350)(1,479)
Amortization of net actuarial loss128 214 384 642 
Net periodic benefit cost$86 $3 $258 $9 
Components of net periodic benefit cost for the Company's other postretirement benefit plans were as follows:
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(In thousands)
Components of net periodic benefit cost:
Service cost$91 $131 $270 $393 
Interest cost180 128 541 384 
Expected return on assets (3)12 (9)
Amortization of prior service credit
(20)(20)(60)(60)
Amortization of net actuarial (gain) loss(43)88 (132)264 
Net periodic benefit cost$208 $324 $631 $972 

The components of net periodic benefit cost, other than the service cost component, are included in other income on the Consolidated Statements of Operations. The service cost component is included in selling, general and administrative expenses on the Consolidated Statements of Operations.
Note 17 - Contingencies
The Company is party to claims and lawsuits arising out of its business and that of its consolidated subsidiaries, which may include, but are not limited to, matters involving property damage, personal injury, and environmental, contractual and statutory obligations. The Company accrues a liability for those contingencies when the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Company does not accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is probable or reasonably possible and which are material, the Company discloses the nature of the contingency and, in some circumstances, an estimate of the possible loss. Accruals are based on the best information available, but in certain situations management is unable to estimate an amount or range of a reasonably possible loss including, but not limited to when: (1) the damages are unsubstantiated or indeterminate, (2) the proceedings are in the early stages, (3) numerous parties are involved, or (4) the matter involves novel or unsettled legal theories.
At September 30, 2023 and December 31, 2022, the Company accrued contingent liabilities as a result of litigation, which have not been discounted, of $645,000 and $1.0 million, respectively. At December 31, 2022, the Company also recorded corresponding insurance receivables of $325,000 related to the accrued liabilities. Most of these claims and lawsuits are covered by insurance, thus the Company's exposure is typically limited to its deductible amount. The Company will continue to monitor each matter and adjust accruals as might be warranted based on new information and further developments. Management believes that the outcomes with respect to probable and reasonably possible losses in excess of the amounts accrued, net of insurance
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recoveries, while uncertain, either cannot be estimated or will not have a material effect upon the Company's financial position, results of operations or cash flows. Unless otherwise required by GAAP, legal costs are expensed as they are incurred.
Environmental matters
The Company is a party to claims for the cleanup of a superfund site in Portland, Oregon. There were no material changes to the Company's environmental matters that were previously reported in the audited financial statements and notes included in the Company's Registration Statement on Form 10.
Guarantees
Certain subsidiaries of the Company have outstanding obligations to third parties where the Company has guaranteed their performance. These guarantees are related to contracts for contracting services and certain other guarantees. At September 30, 2023, the fixed maximum amounts guaranteed under these agreements aggregated to $11.5 million, all of which have no scheduled maturity date. Certain of the guarantees also have no fixed maximum amounts specified. There were no amounts outstanding under the previously mentioned guarantees at September 30, 2023.
Certain subsidiaries of the Company have outstanding letters of credit to third parties related to insurance policies, cement purchases and other agreements. At September 30, 2023, the fixed maximum amounts guaranteed under these letters of credit aggregated $4.8 million. At September 30, 2023, the amounts of scheduled expiration of the maximum amounts guaranteed under these letters of credit aggregate to $4.0 million in 2023 and $771,000 in 2024. There were no amounts outstanding under the previously mentioned letters of credit at September 30, 2023.
In the normal course of business, the Company has surety bonds related to contracts for contracting services, reclamation obligations and insurance policies of its subsidiaries. In the event a subsidiary of the Company does not fulfill a bonded obligation, the Company would be responsible to the surety bond company for completion of the bonded contract or obligation. A large portion of the surety bonds is expected to expire within the next 12 months; however, the Company will likely continue to enter into surety bonds for its subsidiaries in the future. At September 30, 2023, approximately $619.2 million of surety bonds were outstanding, which were not reflected on the Consolidated Balance Sheet.
Note 18 - Related-party transactions
Transition services agreements
As part of the Separation, MDU Resources is providing transition services to the Company and the Company is providing transition services to MDU Resources in accordance with the Transition Services Agreement entered into on May 30, 2023. For the three and nine months ended September 30, 2023, the Company paid $1.3 million and $1.9 million, respectively, related to these activities, which were reflected in selling, general and administrative expenses on the Consolidated Statements of Operations. For the three and nine months ended September 30, 2023, the Company received $407,000 and $684,000, respectively, related to these activities, which were reflected in other income (expense) on the Consolidated Statements of Operations. The majority of the transition services are expected to be completed over a period of one year, but no longer than two years after the Separation.
Related-party notes payable
The related-party notes payable to Centennial at May 30, 2023, was $889.7 million. As part of the Separation, Centennial made an equity contribution to the Company to release the Company of its obligation related to the outstanding notes payable. Also as part of the Separation, the Company issued $425.0 million of 7.75 percent senior notes due May 1, 2031, a credit agreement consisting of a $275.0 million term loan and a $350.0 million revolving credit facility, of which $190.0 million was drawn down at the time of the Separation. On May 31, 2023, the Company paid a dividend of $825.0 million from these proceeds to Centennial, which Centennial used to repay a portion of the Company's outstanding indebtedness. These transactions resulted in the Company receiving a net equity contribution of $64.7 million and is reflected as "Net transfers from Centennial and MDU Resources including separation adjustments" in the Consolidated Statement of Equity. Refer to Note 12 for additional information on the debt facilities entered into in connection with the Separation.
For additional information on the presentation of related-party transactions, see Note 2.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Knife River is a people-first construction materials and contracting services company. The Company provides construction materials and contracting services to build safe roads, bridges and airport runways that connect people with where they want to go and with the supplies they need. Knife River also champions a positive workplace culture by focusing on safety, training, inclusion, compensation and work-life balance.
Knife River is one of the leading providers of crushed stone and sand and gravel in the United States and operates through six regions: Pacific, Northwest, Mountain, North Central, South and Energy Services, with operations across 14 states. These regions are used to determine the Company's reportable segments and are based on the Company's method of internal reporting and management of the business. The Company's reportable segments are: Pacific, Northwest, Mountain, and North Central, with South and Energy Services included in All Other with its corporate services. The segments primarily provide aggregates, asphalt and ready-mix concrete, as well as related contracting services such as heavy-civil construction, asphalt paving, concrete delivery and paving, site development and grading.
As a leading aggregates-based construction materials and contracting services provider in the United States, the Company's 1.1 billion tons of aggregate reserves provide the foundation for a vertically integrated business strategy, with approximately 40 percent of its aggregates in 2023 being used internally to support value-added downstream products (ready-mix concrete and asphalt) and contracting services (heavy-civil construction, asphalt paving, concrete construction, site development and grading services, and in some segments the manufacturing of prestressed concrete products). Its aggregate sites and associated asphalt and ready-mix plants are primarily in strategic locations near mid-sized, high-growth markets, providing Knife River with a transportation advantage for its materials that supports competitive pricing and increased margins. Knife River provides its products and services to both public and private markets, with public markets tending to be more stable across economic cycles, which helps offset the cyclical nature of the private markets.
The Company provides various products and services and operates a variety of facility types, including aggregate quarries and mines, ready-mix concrete plants, asphalt plants and distribution facilities. The Company operates in the following states:
Pacific: Alaska, California and Hawaii
Northwest: Oregon and Washington
Mountain: Idaho, Montana and Wyoming
North Central: Iowa, Minnesota, North Dakota and South Dakota
All Other: Iowa, Nebraska, North Dakota, South Dakota, Texas and Wyoming
The following table presents a summary of products and services provided, as well as modes of transporting those products:
Products and ServicesModes of Transportation
Precast/
Ready-MixConstructionPrestressedLiquidHeavy
AggregatesAsphaltConcreteServicesConcreteAsphaltCementEquipmentTruckingRailBarge
PacificXXXXXXXXXXX
NorthwestXXXXXXXXX
MountainXXXXXX
North CentralXXXXXXXX
All OtherXXXXXXXXX
The Separation
On August 4, 2022, MDU Resources announced that its board of directors approved a plan to pursue the Separation of Knife River from MDU Resources. On May 31, 2023, the Separation was completed by a pro rata distribution of shares representing approximately 90 percent of Knife River's outstanding common stock to MDU Resources' stockholders. MDU Resources' stockholders received one share of Knife River common stock for every four shares of MDU Resources common stock held as of the close of business on May 22, 2023. MDU Resources retained approximately 10 percent of Knife River's common stock. The Distribution was tax-free to its stockholders for U. S. federal income tax purposes. At the time of the Separation, the net parent investment in Knife River held by Centennial was settled between the companies. As a result of the Separation, Knife River is now an independent public company trading on the New York Stock Exchange under the symbol "KNF." More information on the Separation and Distribution, as well as the Company's historical results, can be found within the Company's Registration Statement on Form 10.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Exchange Act. Forward-looking statements are all statements other than statements of historical fact, including without limitation those statements that are identified by the words "anticipates," "estimates," "expects," "intends," "plans," "predicts" and similar expressions, and include statements concerning plans, trends, objectives, goals, strategies, future events or performance, and underlying assumptions (many of which are based, in turn, upon further assumptions) and other statements that are other than
26

statements of historical facts. From time to time, the Company may publish or otherwise make available forward-looking statements of this nature, including statements related to EDGE, that are contained within the Market Conditions and Outlook and Business Segment Financial and Operating Data sections.
Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitation, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties. Nonetheless, the Company's expectations, beliefs or projections may not be achieved or accomplished and changes in such assumptions and factors could cause actual future results to differ materially.
Any forward-looking statement contained in this document speaks only as of the date on which the statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances that occur after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time, and it is not possible for management to predict all the factors, nor can it assess the effect of each factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. All forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are expressly qualified by the risk factors and cautionary statements reported in the section entitled "Risk Factors" in the Company's Registration Statement on Form 10 and subsequent filings with the SEC.
Basis of Presentation
Knife River historically operated as a wholly owned subsidiary of Centennial and an indirect, wholly owned subsidiary of MDU Resources and not as a stand-alone company until the Separation from MDU Resources was completed. The accompanying historical consolidated financial statements and footnotes, which were prepared on a “carve-out” basis in connection with the Separation, were derived from the consolidated financial statements of MDU Resources as if the Company operated on a stand-alone basis during the historical periods presented, and were prepared utilizing the legal entity approach in conformity with GAAP. For additional information related to the basis of presentation, see Note 2.
Prior to the Separation, Knife River historically participated in Centennial’s centralized cash management program, including its overall financing arrangements. Knife River had related-party note agreements in place with Centennial for the financing of its capital needs, which are reflected as related-party notes payable on the Consolidated Balance Sheet at December 31, 2022. Interest expense in the Consolidated Statements of Operations reflects the allocation of interest on borrowing and funding associated with the related-party note agreements. Upon the completion of the Separation, Knife River implemented its own financing agreements with lenders. For additional information on the Company's current debt financing, see Note 12.
All intercompany balances and transactions between the businesses comprising Knife River have been eliminated in the accompanying consolidated financial statements.
Market Conditions and Outlook
Knife River’s markets remain resilient and construction activity remains generally strong despite general and economic challenges, such as transportation disruptions, supply-chain constraints, inflation and higher interest rates. With approximately 80 percent of its contracting revenue from public-sector projects, Knife River has been able to balance the cyclical nature of its private-sector customers. While Knife River experienced inflationary pressures in the past year, price increases have generally outpaced the increased costs. For more information on factors that may negatively impact Knife River's business, see the section entitled "Risk Factors" in the Company's Registration Statement on Form 10.
Backlog. Knife River’s contracting services backlog was as follows:
September 30, 2023September 30, 2022
(In millions)
Pacific$69.8 $79.1 
Northwest227.4 150.6 
Mountain251.1 310.9 
North Central109.3 181.1 
All Other74.6 82.0 
$732.2 $803.7 
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Expected margins on backlog at September 30, 2023, were greater than the expected margins on backlog at September 30, 2022. Approximately 83 percent of the Company's backlog at September 30, 2023, relates to publicly funded projects, including street and highway construction projects, which are driven primarily by public works projects for state departments of transportation. Period-over-period increases or decreases cannot be used as an indicator of future revenues, net income or EBITDA. While the Company believes the current backlog of work remains firm, prolonged delays in the receipts of critical supplies and materials or continued increases to pricing, among other things, could result in customers seeking to delay or terminate existing or pending agreements and could reduce expected margins. See the section entitled “Risk Factors” in the Company's Registration Statement on Form 10 for a list of factors that can cause revenues to be realized in periods and at levels that are different from originally projected.
Public Funding. Funding for public projects is dependent on federal and state funding, such as appropriations to the Federal Highway Administration. The American Rescue Plan Act enacted in the first quarter of 2021 provides $1.9 trillion in COVID-19 relief funding for states, schools and local governments. States are moving forward with allocating these funds based on federal criteria and state needs, and in some cases, funding of infrastructure projects could positively impact Knife River. Additionally, the IIJA was enacted in the fourth quarter of 2021 and is providing long-term opportunities by designating $131 billion in funding across Knife River’s footprint. IIJA funding has been making its way to the 14 states where Knife River operates, with a total of nearly $80 billion having been allocated to specific projects in those states as of August 2023. In addition to federal funding, 12 out of the 14 states in which Knife River operates have implemented new funding mechanisms for public projects, including projects related to highways, airports and other public infrastructure. Knife River continues to monitor the implementation and impact of these legislative items.
Profitability. Knife River’s management continually monitors its margins and has been proactive in applying strategies to address the inflationary impacts seen across the United States. In 2023, the Company began implementing EDGE to improve margins and to execute on other strategic initiatives aimed at generating long-term profitable growth. The EDGE acronym stands for EBITDA Margin Improvement, Discipline, Growth and Excellence. As part of this strategy, Knife River has increased its product pricing over the past year and is targeting higher-margin bidding opportunities. In addition, the Company has established dedicated teams that assist with implementing cost-savings initiatives to further enhance its gross margin.
Knife River operates in geographically diverse and competitive markets, and strives to maximize efficiencies, including transportation costs and economies of scale, to maintain strong margins. Its margins can experience negative pressure from competition, as well as impacts from the volatility in the cost of raw materials, such as diesel fuel, gasoline, natural gas, liquid asphalt, cement and steel, with fuel and liquid asphalt costs often having the most significant impact on results. Many of these raw materials are subject to factors that are beyond the control of the Company, including global economic and political events and new and changing governmental regulations. The energy services business is particularly susceptible to volatility in liquid asphalt costs, which can impact both cost of sales and revenues, for which the Company cannot reliably predict future pricing. Such volatility and inflationary pressures may have an impact on the Company’s margins, including fixed-price contracting services contracts that are particularly vulnerable to the volatility of energy and material prices. The Company mitigates its exposure to these fluctuations by entering into various purchase commitments, as well as by generally including terms in the Company's contracting services agreements that provide for price adjustments related to variations in raw materials costs.
Knife River's operations can also be significantly impacted by both favorable and unfavorable weather conditions. Unseasonably wet and/or cold weather in the states where it operates can delay the start or cause an early end to the construction season or cause temporary delays on specific projects, while unseasonably dry or warm weather in the states where it operates can allow for an early start to construction season or allow for early completions on specific projects. Either of these conditions can impact both its construction materials sales and contracting services revenues. In early 2023, the Company saw record levels of precipitation in the western part of the United States, which caused work to be delayed until later in the year. During the third quarter, the Company largely caught up on this work, as reflected in the Pacific segment results of operations. Other variables that can impact Knife River’s margins include the timing of project starts or completions, and declines or delays in new and existing projects due to the cyclical nature of the construction industry. Accordingly, operating results in any particular period may not be indicative of the results that can be expected for any other period.
Workforce. As a people-first company, Knife River continually takes steps to address the challenge of recruitment and retention of employees. To help attract new workers to the construction industry and enhance the skills of its current employees, Knife River operates a state-of-the-art training facility. The Knife River Training Center offers hands-on training for construction-related careers, including heavy-equipment operators and truck drivers in addition to safety and leadership training. One of the most popular courses is CDL training, which is helping to address some of the recent labor shortages and trends. Through September 30, 2023, training center staff have provided 18 entry-level driver's training sessions for 141 CDL students since opening in 2022, including seven classes for 55 students in 2023. Students graduating from the Knife River CDL program have had a 98 percent success rate earning their CDLs.
Today’s labor market includes an aging workforce and labor shortages, including shortages of truck drivers, which has caused increased labor-related costs. Knife River continues to monitor the labor markets and assess additional opportunities to enhance and support its workforce. Despite these efforts, Knife River expects labor costs to continue to increase.
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Consolidated Overview
Three Months EndedNine Months Ended
September 30,September 30,
 2023 2022 2023 2022 
(In millions)
Revenue$1,090.4 $975.4 $2,183.5 $1,997.2 
Cost of revenue821.0 790.9 1,757.0 1,708.3 
Gross profit269.4 184.5 426.5 288.9 
Selling, general and administrative expenses59.2 41.6 167.3 130.2 
Operating income210.2 142.9 259.2 158.7 
Interest expense15.3 8.8 44.0 21.5 
Other income (expense)— (1.3)3.3 (6.1)
Income before income taxes194.9 132.8 218.5 131.1 
Income tax expense48.2 33.1 56.3 32.9 
Net income$146.7 $99.7 $162.2 $98.2 
EBITDA*$241.4 $172.1 $352.4 $241.2 
Adjusted EBITDA*$247.5 $173.1 $360.0 $247.6 
*EBITDA and Adjusted EBITDA are non-GAAP financial measures. For more information and reconciliations to the nearest GAAP measures, see the section entitled "Non-GAAP Financial Measures."
Revenue includes revenue from the sale of construction materials and contracting services. Revenue for construction materials is recognized at a point in time when delivery of the products has taken place. Contracting services revenue is recognized over time using an input method based on the cost-to-cost measure of progress on a project.
Cost of revenue includes all material, labor and overhead costs incurred in the production process for Knife River's products and services. These costs are impacted by various drivers, the most significant of which includes changes in raw material costs, energy costs and salary and benefits costs. Cost of revenue also includes depreciation, depletion and amortization attributable to the assets used in the production process.
Gross profit includes revenue less cost of revenue, as defined above, and is the difference between revenue and the cost of making a product or providing a service, before deducting selling, general and administrative expenses, income taxes and interest expense.
Selling, general and administrative expenses include the costs for estimating, bidding and business development, as well as costs related to corporate functions. Selling expenses can vary depending on the volume of projects in process and the number of employees assigned to estimating and bidding activities. Other general and administrative expenses include outside services; information technology; depreciation and amortization; training, travel and entertainment; office supplies; allowance for expected credit losses; gains or losses on the sale of assets; and other miscellaneous expenses.
Other income (expense) includes net periodic benefit costs for the Company’s benefit plan expenses, other than service costs; interest income; realized and unrealized gains and losses on investments for the Company’s nonqualified benefit plans; earnings or losses on joint venture arrangements; and other miscellaneous income or expenses.
Income tax expense consists of corporate income taxes related to the sale of the Company's products and services. The effective tax rate can be affected by many factors, including changes in tax laws, regulations or rates, new interpretations of existing laws or regulations and changes to the Company's overall levels of income before income tax.
The discussion that follows focuses on the key financial measures the Company uses to evaluate the performance of its business, which include revenue, gross profit, gross margin, EBITDA and EBITDA margin. Gross margin is calculated by dividing gross profit by revenue. Gross margin reflects the percentage of revenue earned in comparison to cost. EBITDA and EBITDA margin are non-GAAP financial measures. For more information and reconciliations to the nearest GAAP measures, see the section entitled "Non-GAAP Financial Measures."
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The following tables summarize operating results for the Company.
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
Amount% of RevenuesAmount% of RevenuesAmount% of RevenuesAmount% of Revenues
(In millions)
Revenues by operating segment:
Pacific$181.4$152.4$391.4$366.1
Northwest209.4204.7504.2461.2
Mountain255.1204.1491.5433.0
North Central305.1294.3513.7484.4
All Other and internal sales139.4119.9282.7252.5
Total revenues$1,090.4$975.4$2,183.5$1,997.2
Gross profit by operating segment:
Pacific$42.823.6%$27.418.0%$71.718.3%$54.014.7%
Northwest50.624.1%44.121.5%109.321.7%82.417.9%
Mountain60.723.8%40.920.0%89.318.2%64.614.9%
North Central74.524.4%58.920.0%82.816.1%55.711.5%
All Other40.829.3%13.211.0%73.425.9%32.212.7%
Total gross profit$269.424.7%$184.518.9%$426.519.5%$288.914.5%
EBITDA*:
Pacific$37.620.7%$24.616.1%$56.514.4%$45.212.3%
Northwest48.923.3%43.821.4%102.720.4%79.817.3%
Mountain60.423.7%39.619.4%86.517.6%60.213.9%
North Central70.523.1%58.619.9%71.413.9%50.410.4%
All Other24.017.2%5.54.6%35.312.5%5.62.2%
Total EBITDA*$241.422.1%$172.117.6%$352.416.1%$241.212.1%
*EBITDA, segment EBITDA, EBITDA margin and segment EBITDA margin are non-GAAP financial measures. For more information and a reconciliation to the nearest GAAP measure, see the section entitled "Non-GAAP Financial Measures."
Three Months EndedNine Months Ended
September 30,September 30,
2023 2022 2023 2022 
Sales (thousands):
Aggregates (tons)12,02212,39926,07126,891
Ready-mix concrete (cubic yards)1,2711,3062,9443,179
Asphalt (tons)3,3493,5505,4415,968
Average selling price:*
Aggregates (per ton)$16.10$13.86$16.24$14.35
Ready-mix concrete (per cubic yard)$169.98$152.34$169.02$149.59
Asphalt (per ton)$66.51$57.91$66.41$57.85
*The average selling price includes freight and delivery and other revenues.
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Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
Amount% of RevenuesAmount% of RevenuesAmount% of RevenuesAmount% of Revenues
(In millions)
Revenues by product line:
Aggregates$193.6$171.8$423.5$385.8
Ready-mix concrete216.0198.9497.7475.5
Asphalt222.8205.6361.3345.2
Other*214.1166.7395.9328.5
Contracting services537.3492.21,005.8937.2
Internal sales(293.4)(259.8)(500.7)(475.0)
Total revenues$1,090.4$975.4$2,183.5$1,997.2
Gross profit by product line:
Aggregates$51.826.7%$32.719.1%$90.621.4%$62.816.3%
Ready-mix concrete37.717.4%34.417.3%74.515.0%67.014.1%
Asphalt39.417.7%29.214.2%49.713.8%35.410.3%
Other*77.936.4%46.327.8%106.326.9%47.814.6%
Contracting services62.611.7%41.98.5%105.410.5%75.98.1%
Total gross profit$269.424.7%$184.518.9%$426.519.5%$288.914.5%
*Other includes cement, liquid asphalt, merchandise, fabric and spreading, and other products and services that individually are not considered to be a core line of business.
Three Months Ended September 30, 2023, Compared to Three Months Ended September 30, 2022
Revenue
Revenue improved $115.0 million as pricing momentum across the core product lines was supported by continued demand, increased market pricing and EDGE-related pricing initiatives. The increased pricing added $90.9 million in revenue. The Company also saw strong demand in the Mountain region, which contributed $40.6 million to its increased contracting services revenues. Partially offsetting these increases were decreased asphalt, aggregate and ready-mix concrete sales volumes of $25.3 million as a result of the Company continuing to target improved bid margins and the partial sale of non-strategic assets in southeast Texas in December 2022.
Gross profit and gross margin
Gross profit improved $84.9 million and gross margin improved 580 basis points. This increase was primarily driven by higher sales prices outpacing costs across all product lines by $39.0 million, largely as a result of market pricing and EDGE-related initiatives, including operating efficiencies and pricing optimization. Higher contracting services margins contributed $20.8 million in gross profit, which was related to improved bid margins, job productivity gains and higher revenues in the Mountain region during the quarter. Additionally, the Company benefited from higher liquid asphalt margins driven by favorable sales price increases, primarily market pricing; cost improvements; and higher sales volumes. Lower overall equipment operating costs, including fuel, also had a positive impact in the quarter.
Selling, general and administrative expenses
Selling, general and administrative expenses increased $17.6 million. As a result of the Separation from MDU Resources, the Company experienced increased recurring costs including payroll-related costs of $6.7 million, largely due to additional staff and stock-based compensation expense for the management team and board of directors; higher insurance costs of $1.2 million; and higher professional services of $600,000, which were offset by a reduction in general corporate expenses from MDU Resources of $3.8 million, as discussed in Note 2. Also, as part of the Separation, the Company incurred one-time costs of $4.4 million, which were offset in part by income from the transition services agreement of $407,000. Further contributing to higher selling, general and administrative costs were increased payroll-related costs of $7.1 million mainly due to higher incentive accruals based on the Company's performance, higher office expenses of $600,000 and increased expected credit losses directly associated with an increase in receivable balances over 90 days and the absence of bad debt recoveries in 2022.
Interest expense
Interest expense increased $6.5 million due primarily to higher average interest rates. Interest rates were higher as a result of the Company settling related-party notes payable as part of the Separation and entering into new debt arrangements, which resulted in additional interest expense in the period of $9.4 million. Partially offsetting the increase was lower average debt balances. For additional information, see Notes 12 and 18.
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Other income (expense)
Other income improved $1.3 million due in part to increased interest income on higher cash balances of $600,000; income resulting from the transition services agreement with MDU Resources of $400,000, as discussed in Note 18; and improved returns on the Company's nonqualified benefit plan investments.
Income tax expense
Income tax expense increased $15.1 million corresponding with higher income before income taxes.
Nine Months Ended September 30, 2023, Compared to Nine Months Ended September 30, 2022
Revenue
Revenue improved $186.3 million as pricing momentum across all product lines and regions was supported by demand, increased market pricing and EDGE-related pricing initiatives. The increased pricing added $187.9 million in revenue. The Company also saw increased contracting services revenue, primarily from strong demand in the Mountain region and more available work in the Northwest region. Partially offsetting these increases were decreased ready-mix concrete, asphalt and aggregate sales volumes of $87.8 million, primarily attributable to the absence in 2023 of certain impact projects, lower internal sales volumes resulting from the strategy to target improved bid margins, project timing and the partial sale of non-strategic assets in southeast Texas in December 2022.
Gross profit and gross margin
Gross profit improved $137.6 million and gross margin improved 500 basis points. Higher sales prices outpacing costs across its product lines contributed $66.6 million in gross profit, which was largely as a result of increased market pricing and EDGE-related initiatives, including operating efficiencies and pricing optimization. Higher contracting services margins contributed $29.5 million to gross profit, primarily related to improved bid margins, job productivity gains and higher revenues in the Mountain region. Additionally, the energy services business benefited from higher liquid asphalt margins driven by favorable sales price increases, primarily market pricing; cost improvements; and higher sales volumes. Lower overall equipment operating costs, including fuel, also had a positive impact during the year.
Selling, general and administrative expenses
Selling, general and administrative expenses increased $37.1 million. As a result of the Separation from MDU Resources, the Company experienced increased recurring costs including payroll-related costs of $8.6 million, largely due to additional staff and stock-based compensation expense for the management team and board of directors; insurance costs of $2.3 million; and professional services of $900,000, which were offset in part by a reduction in general corporate expenses from MDU Resources of $4.7 million, as discussed in Note 2. Also, as part of the Separation, the Company incurred one-time costs of $7.1 million, primarily related to professional services, insurance costs and the transition services agreement with MDU Resources, which is offset in part by income from the transition services agreement of $684,000. Further contributing to higher selling, general and administrative costs were increased payroll-related costs of $16.6 million, due in part to higher incentive accruals based on the Company's performance; higher office expenses of $1.9 million; higher information technology; and increased expected credit losses of $1.7 million directly associated with an increase in receivable balances over 90 days and the absence of bad debt recoveries in 2022.
Interest expense
Interest expense increased $22.5 million due primarily to higher average interest rates. Interest rates were higher as a result of the Company settling related-party notes payable as part of the Separation and entering into new debt arrangements, which resulted in additional interest expense in the period of $23.4 million. Partially offsetting the increase was lower average debt balances. For additional information, see Notes 12 and 18.
Other income (expense)
Other income increased $9.4 million due in part to improved returns on nonqualified benefit plan investments of $5.8 million; increased interest income of $2.6 million on higher cash balances and on the cash held in escrow for the $425.0 million of senior notes issued prior to the completion of the Separation; and income resulting from the transition services agreement with MDU Resources, as discussed in Note 18.
Income tax expense
Income tax expense increased $23.4 million corresponding with higher income before income taxes.
Business Segment Financial and Operating Data
A discussion of key financial data from Knife River’s business segments follows. This discussion is focused on the key financial measures the Company uses to evaluate the performance of its business from a segment level, which include revenue, gross profit, gross margin, EBITDA and EBITDA margin. Knife River focuses on gross margin, which is defined as gross profit as a percent of revenue, as a key metric when assessing the performance of the business as management believes that analyzing changes in costs in relation to changes in revenue provides more meaningful insight into the results of operations than examining costs in isolation. EBITDA and EBITDA margin are non-GAAP financial measures. For more information and reconciliations to the nearest GAAP measure, see the section entitled "Non-GAAP Financial Measures.”
32

Results of Operations - Pacific
Three Months EndedNine Months Ended
September 30,September 30,
2023 2022 % Change2023 2022 % Change
(In millions)
Revenue$181.4$152.419%$391.4$366.17%
Gross profit$42.8$27.456%$71.7$54.033%
Gross margin23.6 %18.0 %18.3 %14.7 %
EBITDA$37.6$24.653%$56.5$45.225%
EBITDA margin20.7 %16.1 %14.4%12.3 %
Three Months EndedNine Months Ended
September 30,September 30,
2023 2022 2023 2022 
(In millions)
Revenues:
Aggregates$33.6$28.7$79.7$72.1
Ready-mix concrete39.935.4106.598.5
Asphalt14.010.921.726.9
Other*81.163.0168.1143.1
Contracting services50.445.190.7102.4
Internal sales(37.6)(30.7)(75.3)(76.9)
$181.4$152.4$391.4$366.1
*Other includes cement, liquid asphalt, merchandise, fabric and spreading, and other products that individually are not considered to be a core line of business for the segment.
Three Months Ended September 30, 2023, Compared to Three Months Ended September 30, 2022
Revenue
Revenue improved $29.0 million, largely as project work delayed by weather in the first quarter created additional volumes for asphalt products and aggregates, as well as increased workloads for the associated contracting services. Revenue increased $10.2 million for aggregates, cement and ready-mix concrete as a result of price increases to cover rising costs, increased sales of higher priced products and market improvements. Also contributing to the increase were strong cement product sales volumes to third-party customers in Alaska and strong aggregate and ready-mix concrete sales volumes of $2.9 million from increased demand in Hawaii as the local economy continues to regain momentum for Agency and residential work. Higher demand for ready-mix concrete products in northern California from an acquisition in December 2022 also had a positive impact on the quarter. These increases were offset somewhat by lower asphalt products pricing of $3.1 million due to lower liquid asphalt prices.
Gross profit and gross margin
Gross profit improved $15.4 million and gross margin improved 560 basis points, largely the result of increased volumes across all product lines contributing an additional $9.9 million in gross profit and increased pricing outpacing higher costs, as previously discussed.
EBITDA and EBITDA margin
EBITDA improved $13.0 million and EBITDA margin improved 460 basis points. These increases were the direct result of the previously discussed higher gross profit, partially offset by higher selling, general and administrative costs of $2.5 million. The increase in selling, general and administrative costs includes higher payroll-related costs of $1.6 million, largely related to higher incentive accruals based on the Company's performance; increased insurance costs of $200,000; and higher professional service fees and other miscellaneous expenses.
Nine Months Ended September 30, 2023, Compared to Nine Months Ended September 30, 2022
Revenue
Revenue improved $25.3 million. Revenue across most product lines was higher as prices increased to cover rising costs and markets improved, together adding $28.8 million of revenue. Third-party cement product sales volumes also increased due to higher Agency and residential demand. In addition, the economic environment in Hawaii continued to regain momentum during the second and third quarters contributing additional aggregate and ready-mix sales volumes of $13.1 million. Partially offsetting the increased revenues was the absence in 2023 of an impact project in California of $10.9 million that affected contracting services workloads as well as asphalt volumes. Also, lower aggregate and ready-mix sales volumes experienced earlier in the year for work delayed by wet weather conditions in California, were offset in part by the significant progress made on this work during the third quarter.
33

Gross profit and gross margin
Gross profit improved $17.7 million and gross margin improved 360 basis points, largely the result of increased pricing outpacing higher costs and strong demand, as previously discussed. In addition, lower equipment operating costs, mainly fuel, had a positive impact on gross profit. Partially offsetting the increase was lower contracting services margins reducing gross profit by $2.4 million on lower revenues and cost overruns on a project in California.
EBITDA and EBITDA margin
EBITDA improved $11.3 million and EBITDA margin improved 210 basis points. These increases were the direct result of the previously discussed higher gross profit, partially offset by higher selling, general and administrative costs of $7.1 million. The increase in selling, general and administrative costs includes higher payroll-related costs of $3.9 million, due in part to higher incentive accruals based on the Company's performance; increased rent expense of $600,000; higher legal and other professional services of $600,000; higher insurance costs and building repair costs of $300,000 each; and increased other miscellaneous expenses.
Results of Operations - Northwest
Three Months EndedNine Months Ended
September 30,September 30,
2023 2022 % Change2023 2022 % Change
(In millions)
Revenue$209.4$204.72%$504.2$461.29%
Gross profit$50.6$44.115%$109.3$82.433%
Gross margin24.1 %21.5 %21.7 %17.9 %
EBITDA$48.9$43.812%$102.7$79.829%
EBITDA margin23.3 %21.4 %20.4 %17.3 %
Three Months EndedNine Months Ended
September 30,September 30,
2023 2022 2023 2022 
(In millions)
Revenues:
Aggregates$57.4$52.6$147.9$129.7
Ready-mix concrete46.745.6125.3121.1
Asphalt43.545.184.979.8
Other*4.54.511.511.8
Contracting services93.599.1218.9202.1
Internal sales(36.2)(42.2)(84.3)(83.3)
$209.4$204.7$504.2$461.2
*Other includes merchandise, transportation services and other products that individually are not considered to be a core line of business for the segment.
Three Months Ended September 30, 2023, Compared to Three Months Ended September 30, 2022
Revenue
Revenue improved $4.7 million as a result of higher selling prices contributing an additional $17.2 million of revenue, which was driven by EDGE-related pricing initiatives across all product lines and increased sales of higher-priced aggregate products. Also contributing to higher revenues were increased asphalt sales volumes of $4.6 million in the north division, due in part to higher third-party sales. In addition, higher demand for contracting services of $5.8 million in the west division for Agency and railroad work and for prestress data center, manufacturing plant and infrastructure work positively impacted revenues. Partially offsetting these increases were decreased demand for asphalt paving work in the south and central divisions, which affected both asphalt product sales volumes and contracting services work by $21.4 million. Sales volumes for aggregates were also lower, largely due to project delays and lower overall demand in certain locations.
Gross profit and gross margin
Gross profit improved $6.5 million and gross margin improved 260 basis points. The increase was driven by higher sales prices outpacing costs on aggregate and asphalt products by $12.5 million, largely as a result of EDGE-related pricing initiatives and aggregates product mix. Partially offsetting the increase were the impacts of decreased sales volumes across all product lines, as previously discussed, and overall product mix.
34

EBITDA and EBITDA margin
EBITDA improved $5.1 million and EBITDA margin improved 190 basis points, directly resulting from the increased gross profit previously discussed. Partially offsetting the increase was higher selling, general and administrative expenses, including higher payroll-related costs of $1.1 million, loss on an asset disposal and higher other miscellaneous expenses.
Nine Months Ended September 30, 2023, Compared to Nine Months Ended September 30, 2022
Revenue
Revenue improved $43.0 million, largely the result of EDGE-related pricing initiatives on all product lines and increased sales of higher-priced aggregate products together contributing $44.4 million. In addition, higher demand for contracting services work related to Agency and railroad projects, as well as prestress data center and other projects, contributed to the increase. Partially offsetting the increases were lower sales volumes across all product lines of $16.9 million, due in part to the timing of impact projects in 2023, weather-related delays from earlier in the year and decreased demand for asphalt paving and residential work.
Gross profit and gross margin
Gross profit improved $26.9 million and gross margin improved 380 basis points. The increase was driven by higher sales prices outpacing costs across all product lines by $24.2 million, largely as a result of EDGE-related pricing initiatives and aggregates product mix, which was offset in part by decreased volumes across all product lines, as previously discussed. Contracting services gross profit improved by $4.5 million due to the strong backlog of work established and the reduction of job losses as compared to the prior year. In addition, lower per unit fuel costs had a positive impact on gross profit.
EBITDA and EBITDA margin
EBITDA improved $22.9 million and EBITDA margin improved 310 basis points, directly resulting from the increased gross profit previously discussed. Partially offsetting the increase was higher selling, general and administrative expenses of $6.1 million. The increase includes higher payroll-related costs of $3.0 million, primarily higher incentive accruals and wages; lower asset sale gains of $1.5 million; and higher other expenses, including office expenses, dues and subscriptions, professional services and property taxes.
Results of Operations - Mountain
Three Months EndedNine Months Ended
September 30,September 30,
2023 2022 % Change2023 2022 % Change
(In millions)
Revenue$255.1$204.125%$491.5$433.014%
Gross profit$60.7$40.948%$89.3$64.638%
Gross margin23.8 %20.0 %18.2 %14.9 %
EBITDA$60.4$39.653%$86.5$60.244%
EBITDA margin23.7 %19.4 %17.6 %13.9 %
Three Months EndedNine Months Ended
September 30,September 30,
2023 2022 2023 2022 
(In millions)
Revenues:
Aggregates$39.5$31.3$78.1$67.4
Ready-mix concrete44.137.393.085.0
Asphalt59.745.689.977.0
Contracting services179.6139.0339.0294.3
Internal sales(67.8)(49.1)(108.5)(90.7)
$255.1$204.1$491.5$433.0
Three Months Ended September 30, 2023, Compared to Three Months Ended September 30, 2022
Revenue
Revenue improved $51.0 million, primarily the result of higher contracting services revenues from strong demand for commercial, residential, airport and Agency work, which also contributed to volume increases for asphalt and ready-mix concrete products. Pricing momentum across all product lines in response to rising costs, higher demand and growing markets contributed $21.7 million to the revenue increase. Aggregate sales volumes also increased $3.9 million, largely due to wind energy projects in Wyoming.
35

Gross profit and gross margin
Gross profit improved $19.8 million and gross margin improved 380 basis points. Higher margins on contracting services work due to higher revenues and higher bid margins contributed an additional $8.5 million in gross profit, while higher sales prices outpaced costs across all product lines by $8.4 million partly from EDGE-related initiatives, including operating efficiencies and pricing optimization. Lower overall equipment operating costs, largely related to fuel, also had a positive benefit in the quarter.
EBITDA and EBITDA margin
EBITDA improved $20.8 million and EBITDA margin improved 430 basis points, directly resulting from the increased gross profit previously discussed. Also positively impacting EBITDA was lower selling, general and administrative expenses, largely related to higher gains on asset sales.
Nine Months Ended September 30, 2023, Compared to Nine Months Ended September 30, 2022
Revenue
Revenue improved $58.5 million, primarily the result of increased contracting services revenues from strong demand for commercial, residential and Agency work throughout the region, offset partially by the absence in 2023 of an impact airport project substantially completed during the second quarter of 2022. Pricing momentum across all product lines of $34.1 million, in response to rising costs, demand and growing markets, also had a positive impact on revenues. In addition, aggregate volumes benefited by $4.8 million, largely due to increased demand in Montana and wind energy projects in Wyoming. Partially offsetting these increases were lower ready-mix concrete and asphalt volumes of $7.4 million, largely the result of unfavorable weather conditions in Wyoming.
Gross profit and gross margin
Gross profit improved $24.7 million and gross margin improved 330 basis points. The improvement was the result of higher contracting services margins contributing profit of $12.0 million due to strong markets for commercial, residential and Agency work throughout the region, as well as higher sales prices outpacing costs across all product lines by $10.7 million. Lower overall equipment operating costs, including fuel, also had a positive impact on the segment. Partially offsetting these increases was $1.4 million of higher depreciation expense.
EBITDA and EBITDA margin
EBITDA improved $26.3 million and EBITDA margin improved 370 basis points, directly resulting from the increased gross profit previously discussed.
36

Results of Operations - North Central
Three Months EndedNine Months Ended
September 30,September 30,
2023 2022 % Change2023 2022 % Change
(In millions)
Revenue$305.1$294.34%$513.7$484.46%
Gross profit$74.5$58.926%$82.8$55.749%
Gross margin24.4 %20.0 %16.1 %11.5 %
EBITDA$70.5$58.620%$71.4$50.442%
EBITDA margin23.1 %19.9 %13.9 %10.4 %
Three Months EndedNine Months Ended
September 30,September 30,
2023 2022 2023 2022 
(In millions)
Revenues:
Aggregates$47.7$45.0$82.0$75.7
Ready-mix concrete73.264.5139.3124.0
Asphalt95.096.9142.0141.6
Other*10.28.722.720.8
Contracting services190.3189.9294.7284.6
Internal sales(111.3)(110.7)(167.0)(162.3)
$305.1$294.3$513.7$484.4
*Other includes merchandise and other products that individually are not considered to be a core line of business for the segment.
Three Months Ended September 30, 2023, Compared to Three Months Ended September 30, 2022
Revenue
Revenue improved $10.8 million resulting from higher selling prices contributing an additional $30.1 million in revenue, largely due to pricing initiatives on all product lines, as well as product mix. Asphalt and aggregate sales volumes decreased $20.6 million, largely as the segment continues to target improved bid margins on smaller projects which also impacts internal sales volumes, as well as the absence of an impact project in South Dakota during 2022. Overall ready-mix concrete volumes were flat, with strong volumes in South Dakota from commercial and third-party sales being offset by decreased residential demand in Minnesota.
Gross profit and gross margin
Gross profit improved $15.6 million and gross margin improved 440 basis points. Higher contracting services margins contributed $10.3 million in gross profit, largely related to improved bid margins across the region and efficient execution of work leading to job productivity gains on a large concrete and asphalt paving job. Also, higher sales prices across all product lines outpaced cost increases by $7.2 million. Lower overall equipment operating costs, largely related to fuel, also had a positive benefit in the quarter of approximately $2.1 million. Partially offsetting these increases were lower aggregates and asphalt volumes, as previously discussed.
EBITDA and EBITDA margin
EBITDA improved $11.9 million and EBITDA margin improved 320 basis points, directly resulting from the increased gross profit previously discussed. Partially offsetting the increase was higher selling, general and administrative expenses of $3.7 million, largely higher payroll-related costs of $2.5 million, including higher wages and incentive and profit sharing accruals based on the Company's performance; decreased gains on asset sales of $500,000; and increased bad debt expense.
Nine Months Ended September 30, 2023, Compared to Nine Months Ended September 30, 2022
Revenue
Revenue improved $29.3 million as a result of higher selling prices across all product lines providing $51.8 million of additional revenue, largely due to EDGE-related pricing initiatives. Contracting services revenue saw a benefit of $10.1 million from improved bid margins across the region and a large concrete and asphalt paving job. Asphalt and aggregate sales volumes decreased $29.9 million, largely as the segment continues to target improved bid margins on projects which also impacts internal sales volumes, as well as the absence of an impact project in South Dakota. Overall ready-mix concrete volumes were flat, as strong volumes in South Dakota from commercial and paving projects and North Dakota from an impact project were mostly offset by softening residential demand in Minnesota.
37

Gross profit and gross margin
Gross profit improved $27.1 million and gross margin improved 460 basis points, largely due to higher contracting services margins of $14.0 million related to improved bid margins, impact projects and job productivity gains, as well as higher sales prices across all product lines outpacing cost increases by $11.6 million. Lower overall equipment operating costs, largely fuel, also had a positive benefit in the quarter of approximately $6.0 million. Partially offsetting these increases were lower aggregate and asphalt sales volumes, as previously discussed.
EBITDA and EBITDA margin
EBITDA improved $21.0 million and EBITDA margin improved 350 basis points, directly resulting from the increased gross profit previously discussed. Partially offsetting the increase was higher selling, general and administrative expenses of $6.3 million, primarily higher payroll-related costs of $4.7 million, including higher incentive and profit sharing accruals based on the Company's performance, as well as decreased gains on asset sales of $500,000; increased insurance costs of $300,000; and increased other miscellaneous expenses.
Results of Operations - All Other and Intersegment Eliminations
Three Months EndedNine Months Ended
September 30,September 30,
2023 2022 % Change2023 2022 % Change
(In millions)
Revenue$139.4 $119.9 16%$282.7 $252.5 12%
Gross profit$40.8 $13.2 209%$73.4 $32.2 128%
Gross margin29.3 %11.0 %25.9 %12.7 %
EBITDA$24.0 $5.5 336%$35.3 $5.6 533%
EBITDA margin17.2 %4.6 %12.5 %2.2 %
Three Months Ended September 30, 2023, Compared to Three Months Ended September 30, 2022
Revenue
Revenue improved $19.5 million, due largely to higher revenues from liquid asphalt. Timing of projects in certain markets, as well as market strength, drove liquid asphalt volumes up, while market pricing provided a benefit of $9.5 million for the quarter. In the South region, additional asphalt paving work and favorable weather in Texas contributed $6.1 million in revenue and higher selling prices across all product lines contributed $3.8 million. Additionally, the South region's Honey Creek quarry contributed additional aggregate volumes in the quarter as it became fully operational in the second quarter of 2023. Partially offsetting the increases were decreased ready-mix concrete and aggregates sales of $10.2 million due to a partial sale of non-strategic assets in southeast Texas in December 2022.
Gross profit and gross margin
Gross profit improved $27.6 million and gross margin improved 1,830 basis points, primarily due to higher liquid asphalt margins resulting from cost improvements and favorable sales price increases driven by market pricing, as well as the higher sales volumes previously mentioned. In addition, higher sales prices across all product lines in the South region contributed $2.9 million to gross profit, as previously discussed. Partially offsetting the increase in the South region was a decrease in aggregates and ready-mix concrete volumes, which resulted in a reduction to gross profit of $2.4 million, largely as a result of the partial sale of non-strategic assets in southeast Texas in December 2022.
EBITDA and EBITDA margin
EBITDA improved $18.5 million and EBITDA margin improved 1,260 basis points. The increase in EBITDA was the direct result of increased gross profit previously discussed, partially offset by higher selling, general and administrative costs of $9.8 million. As a result of the Separation from MDU Resources, the Company experienced increased payroll-related costs of $6.7 million, largely due to additional staff and stock-based compensation expense for the management team and board of directors, and higher professional services of $600,000, which were offset by a reduction in general corporate expenses from MDU Resources of $3.8 million, as discussed in Note 2. Also, as part of the Separation, the Company incurred one-time costs of $4.4 million, primarily related to professional services, insurance costs and the transition services agreement with MDU Resources, which was offset in part by income from the transition services agreement of $407,000. Further contributing to higher selling, general and administrative costs were increased payroll-related costs of $1.9 million due to higher incentive accruals based on the Company's performance.
38

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022
Revenue
Revenue improved $30.2 million, largely driven by higher liquid asphalt revenue of $19.3 million because of market pricing, along with higher volumes from additional sales opportunities across most of its primary markets. The South region benefited from higher selling prices across all product lines, higher contracting services revenues of $8.6 million related to asphalt paving work and higher aggregate sales volumes as a result of the Honey Creek quarry operations. Partially offsetting these increases were decreased aggregate and ready-mix concrete sales of $22.8 million due to the partial sale of non-strategic assets in southeast Texas in December 2022.
Gross profit and gross margin
Gross profit improved $41.2 million and gross margin improved 1,320 basis points, primarily due to higher liquid asphalt margins resulting from favorable sales price increases driven by market pricing, cost improvements and higher sales volumes. The South region's gross profit increased $5.6 million from higher sales prices for asphalt and ready-mix concrete while contracting services margins increased as a result of improved bid margins. Partially offsetting the improvements was the impact of decreased ready-mix concrete volumes as a result of the partial sale of non-strategic assets in southeast Texas in December 2022.
EBITDA and EBITDA margin
EBITDA improved $29.7 million and EBITDA margin improved 1,030 basis points. The increase in EBITDA was the direct result of increased gross profit previously discussed, partially offset by higher selling, general and administrative costs of $17.7 million. As a result of the Separation from MDU Resources, the Company experienced increased recurring costs including payroll-related costs of $8.6 million, largely due to additional staff and stock-based compensation expense for the management team and board of directors; insurance costs of $1.5 million; and professional services of $900,000, which were offset in part by a reduction in general corporate expenses from MDU Resources of $4.7 million, as discussed in Note 2. Also, as part of the Separation, the Company incurred one-time costs of $7.1 million, primarily related to professional services, insurance costs and the transition services agreement with MDU Resources, which was offset in part by income from the transition services agreement of $684,000. Further contributing to higher selling, general and administrative costs were increased payroll-related costs due to higher incentive accruals based on the Company's performance.
Liquidity and Capital Resources
At September 30, 2023, Knife River had cash and cash equivalents of $84.0 million and working capital of $586.4 million. Working capital is calculated as current assets less current liabilities. Following the Separation, Knife River’s cash management, capital structure and liquidity sources have changed significantly. Knife River implemented its own centralized cash management model and intends to use cash on hand and third-party credit facilities to fund day-to-day operations. As of September 30, 2023, the Company believes it has sufficient liquid assets, cash flows from operations and borrowing capacity to meet its financial commitments, debt obligations and anticipated capital expenditures for at least the next 12 months.
Given the seasonality of its business, the Company typically experiences significant fluctuations in working capital needs and balances throughout the year. Working capital requirements generally increase in the first half of the year as the Company builds up inventory and focuses on preparing equipment and facilities and other start-up costs for its construction season. Working capital levels then decrease as the construction season winds down and the Company collects on receivables.
Knife River’s ability to fund its cash needs will depend on the ongoing ability to generate cash from operations and obtain debt financing with competitive rates. Knife River relies on access to capital markets as sources of liquidity for capital requirements not satisfied by cash flows from operations, particularly in the first half of the year due to the seasonal nature of the industry. Knife River’s principal uses of cash in the future will be to fund its operations, working capital needs, capital expenditures, repayment of debt and strategic business development transactions.
On April 25, 2023, Knife River issued $425.0 million of 7.75 percent senior notes due May 1, 2031. On May 31, 2023, Knife River entered into a senior secured credit agreement consisting of a $275.0 million term loan, with a balance outstanding of $273.3 million at September 30, 2023, and a $350.0 million revolving credit facility, with no outstanding borrowings at September 30, 2023. Each of the agreements under the senior secured credit agreement have a SOFR-based interest rate and a maturity date of May 31, 2028. For more information on the debt agreements and covenant restrictions, see Note 12.
Capital expenditures
Knife River currently estimates total 2023 capital expenditures to be $125.0 million, of which there is approximately $50.0 million remaining at September 30, 2023. These expenditures relate primarily to routine replacement and maintenance of vehicles and equipment, building improvements, aggregate reserves and storage facilities updates.
The Company continues to evaluate the potential for future acquisitions and other growth opportunities that would be incremental to the outlined capital program; however, these opportunities are dependent upon the availability of economic conditions. It is anticipated that all of the funds required for capital expenditures for 2023 will be funded by various sources, including internally generated funds and credit facilities.
39

Cash flows
Nine Months Ended
September 30,
 2023 2022 
(In millions)
Net cash provided by (used in)
Operating activities$152.9 $39.4 
Investing activities(82.9)(117.9)
Financing activities36.1 83.7 
Increase in cash, cash equivalents and restricted cash106.1 5.2 
Cash, cash equivalents and restricted cash -- beginning of year10.1 13.8 
Cash, cash equivalents and restricted cash -- end of period$116.2 $19.0 
Operating activities 
Nine Months Ended
September 30,
 2023 2022 Variance
(In millions)
Components of net cash provided by operating activities:
Net income
$162.2 $98.2 $64.0 
Adjustments to reconcile net income to net cash provided by operating activities
93.0 95.0 (2.0)
Changes in current assets and liabilities, net of acquisitions:
Receivables(302.5)(239.6)(62.9)
Due from related-party16.1 1.3 14.8 
Inventories8.6 (18.6)27.2 
Other current assets(20.2).8 (21.0)
Accounts payable91.6 69.6 22.0 
Due to related-party(7.3)9.8 (17.1)
Other current liabilities78.0 21.8 56.2 
Pension and postretirement benefit plan contributions(1.6)(.3)(1.3)
Other noncurrent charges35.0 1.4 33.6 
Net cash provided by operating activities:$152.9 $39.4 $113.5 
Cash provided by operating activities at September 30, 2023, increased $113.5 million, largely related to increased earnings in 2023 and lower working capital needs. Cash used by working capital components totaled $135.7 million for the nine months ended September 30, 2023, compared to $154.9 million for the nine months ended September 30, 2022. This reduction in cash usage was driven largely by the lower payments on operating expenses at the end of the period, higher accrued interest payments on long-term debt, and decreased liquid asphalt inventory balances, partially offset by increased accounts receivable balances associated with higher revenues during the quarter. In addition, the timing of insurance costs associated with the captive insurer had a positive impact on cash.
Investing activities
Nine Months Ended
September 30,
 2023 2022 Variance
(In millions)
Capital expenditures$(86.4)$(121.8)$35.4 
Acquisitions, net of cash acquired— .4 (.4)
Net proceeds from sale or disposition of property and other5.2 5.7 (.5)
Investments(1.7)(2.2).5 
Net cash used in investing activities$(82.9)$(117.9)$35.0 
The decrease in cash used in investing activities for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, was primarily due to a reduction in capital expenditures for the prestress facility in Washington that was completed during the third quarter of 2023.
40

Financing activities
Nine Months Ended
September 30,
 2023 2022 Variance
(In millions)
Issuance of current related-party notes, net$— $100.0 $(100.0)
Issuance of long-term related-party notes, net205.3 26.9 178.4 
Issuance of long-term debt700.0 — 700.0 
Repayment of long-term debt(1.9)(.2)(1.7)
Debt issuance costs(16.7)(.7)(16.0)
Net transfers to Centennial(850.6)(42.3)(808.3)
Net cash provided by financing activities$36.1 $83.7 $(47.6)
The decrease in cash flows provided by financing activities for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, was largely related to the changes in debt as a result of the Separation. For further information, see Note 18.
Material cash requirements
There were no material changes in the Company's contractual obligations from those reported in the Company's Registration Statement on Form 10 other than as set forth below. For more information on the Company's contractual obligations for related-party notes payable, operating leases and purchase commitments, see the Material Cash Requirements section in the Management's Discussion and Analysis of Financial Condition and Results of Operations section in the Company's Registration Statement on Form 10.
Material short-term and long-term cash requirements of the Company include repayment of third-party long-term debt and related interest payments, related-party notes payable and related interest payments, payments on operating lease agreements, payments of obligations on purchase commitments and asset retirement obligations.
At September 30, 2023, the Company's purchase commitments reflected an increase of approximately 36 percent from the balance at December 31, 2022. This increase is primarily from the Company committing to a three-year cement contract. Due to the seasonality of work and the third quarter being its peak construction season, the Company's purchase commitments saw an expected decrease from the balance at June 30, 2023. The Company expects purchase commitments to continue to decrease throughout the remainder of 2023 as obligations continue to be satisfied during the construction season.
At September 30, 2023, the Company's long-term debt reflected an increase of approximately $221.7 million from the balance at December 31, 2022. This increase is due to the Company paying off its short-term debt, and replacing it with long-term debt in preparation of the Separation.
At September 30, 2023, the Company's total estimated interest payments over the life of its debt reflected an increase of approximately $250.5 million from the total estimated interest payments at December 31, 2022. This increase is due to the rising interest rate environment in 2023 and higher rate debt incurred by the Company in preparation of the Separation. The Company's average interest rate has increased from 3.62% on December 31, 2022 to 6.90% on September 30, 2023. Estimated interest payments outstanding over the life of the loans was as follows:
Remainder of 20231-3 years3-5 yearsMore than 5 yearsTotal
(In millions)
Estimated interest payments*$22.2 $120.1 $116.5 $122.3 $381.1 
*Includes estimated interest payments of the Company's revolving credit facility assuming current interest rates and consistent amounts outstanding until its maturity date over the periods indicated above.
Defined benefit pension plans
The Company has noncontributory qualified defined benefit pension plans for certain employees. Various assumptions are used in calculating the benefit expense (income) and liability (asset) related to these plans, as such costs of providing these benefits bear the risk of changes as they are dependent upon assumptions of future conditions.
There were no other material changes to the Company's qualified noncontributory defined benefit pension plans from those reported in the Company's Registration Statement on Form 10 other than the Company contributed approximately $1.2 million to its pension plans during the third quarter. The contribution was largely as a result of the decline in asset values in 2022 decreasing the funded status of the plans. For more information, see Note 17 of the Audited Annual Consolidated Financial Statements in the Company's Registration Statement on Form 10.
41

Non-GAAP Financial Measures
The Business Segment Financial and Operating Data includes financial information prepared in accordance with GAAP, as well as EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA Margin financial measures. Knife River defines EBITDA as net income before interest expense, taxes and depreciation, depletion and amortization, and EBITDA margin as EBITDA as a percentage of revenues. Knife River defines Adjusted EBITDA as EBITDA, further adjusted to exclude unrealized gains and losses on benefit plan investments, stock-based compensation and one-time Separation costs, and Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenues.
EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA Margin, including those measures by segment, are considered non-GAAP financial measures and are most directly comparable to the corresponding GAAP measures of net income, net income margin, gross profit and gross margin. Knife River believes these non-GAAP financial measures, in addition to corresponding GAAP measures, are useful to investors by providing meaningful information about operational efficiency compared to its peers by excluding the impacts of differences in tax jurisdictions and structures, debt levels and capital investment. Management believes Adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of the Company's operating performance by excluding stock-based compensation and unrealized gains and losses on benefit plan investments as they are considered non-cash and not part of the Company's core operations. The Company also excludes the one-time, non-recurring costs associated with the Separation as those are not expected to continue. Rating agencies and investors also use EBITDA and Adjusted EBITDA to calculate Knife River’s leverage as a multiple of EBITDA and Adjusted EBITDA. Additionally, EBITDA and Adjusted EBITDA are important financial metrics for debt investors who utilize debt to EBITDA and debt to Adjusted EBITDA ratios. Knife River's management believes EBITDA and EBITDA margin, including those measures by segment, are useful performance measures because they provide clarity as to the operational results of the Company. Knife River’s management uses these non-GAAP financial measures in conjunction with GAAP results when evaluating its operating results internally and calculating employee incentive compensation, and leverage as a multiple of EBITDA and Adjusted EBITDA to determine the appropriate method of funding operations of the Company.
EBITDA is calculated by adding back income taxes, interest expense and depreciation, depletion and amortization expense to net income. EBITDA margin is calculated by dividing EBITDA by revenues. Adjusted EBITDA is calculated by adding back unrealized gains and losses on benefit plan investments, stock-based compensation and one-time Separation costs, to EBITDA. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenues. These non-GAAP financial measures are calculated the same by segment and consolidated and should not be considered as alternatives to, or more meaningful than, GAAP financial measures such as net income or net income margin and are intended to be helpful supplemental financial measures for investors’ understanding of Knife River’s operating performance. Knife River’s non-GAAP financial measures are not standardized; therefore, it may not be possible to compare these financial measures with other companies’ EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA Margin measures having the same or similar names.
The following information reconciles consolidated and segment net income to EBITDA and EBITDA to Adjusted EBITDA and provides the calculation of EBITDA margin and adjusted EBITDA margin. Interest expense, net, is net of interest income that is included in other income on the Consolidated Statements of Operations.
Three Months Ended September 30, 2023PacificNorthwestMountainNorth Central All Other and Intersegment EliminationsConsolidated
(In millions)
Net income (loss)$31.9 $39.1 $54.1 $64.4 $(42.8)$146.7 
Depreciation, depletion and amortization5.7 9.8 6.3 6.1 3.9 31.8 
Interest expense, net— — — — 14.7 14.7 
Income taxes— — — — 48.2 48.2 
EBITDA$37.6 $48.9 $60.4 $70.5 $24.0 $241.4 
Unrealized (gains) losses on benefit plan investments.6.6 
Stock-based compensation expense1.51.5 
One-time separation costs4.04.0 
Adjusted EBITDA$30.1 $247.5 
Revenue$181.4 $209.4 $255.1 $305.1 $139.4 $1,090.4 
Net income margin17.6 %18.7 %21.2 %21.1 %(30.7)%13.4 %
EBITDA margin20.7 %23.3 %23.7 %23.1 %17.2 %22.1 %
Adjusted EBITDA margin21.6 %22.7 %
42


Three Months Ended September 30, 2022PacificNorthwestMountainNorth CentralAll Other and Intersegment EliminationsConsolidated
(In millions)
Net income (loss)$19.0 $34.6 $33.8 $52.5 $(40.2)$99.7 
Depreciation, depletion and amortization5.6 9.2 5.8 6.1 3.8 30.5 
Interest expense, net— — — — 8.8 8.8 
Income taxes— — — — 33.1 33.1 
EBITDA$24.6 $43.8 $39.6 $58.6 $5.5 $172.1 
Unrealized (gains) losses on benefit plan investments.8.8 
Stock-based compensation expense.2.2 
Adjusted EBITDA$6.5 $173.1 
Revenue$152.4 $204.7 $204.1 $294.3 $119.9 $975.4 
Net income margin12.5 %16.9 %16.6 %17.8 %(33.5)%10.2 %
EBITDA margin16.1 %21.4 %19.4 %19.9 %4.6 %17.6 %
Adjusted EBITDA margin5.5 %17.8 %

Nine Months Ended September 30, 2023PacificNorthwestMountainNorth CentralAll Other and Intersegment EliminationsConsolidated
(In millions)
Net income (loss)$39.8 $74.3 $67.9 $53.5 $(73.3)$162.2 
Depreciation, depletion and amortization16.7 28.4 18.5 17.9 11.0 92.5 
Interest expense, net— — .1 — 41.3 41.4 
Income taxes— — — — 56.3 56.3 
EBITDA$56.5 $102.7 $86.5 $71.4 $35.3 $352.4 
Unrealized (gains) losses on benefit plan investments(1.1)(1.1)
Stock-based compensation expense2.32.3 
One-time separation costs6.46.4 
Adjusted EBITDA$42.9 $360.0 
Revenue$391.4 $504.2 $491.5 $513.7 $282.7 $2,183.5 
Net income margin10.2 %14.7 %13.8 %10.4 %(25.9)%7.4 %
EBITDA margin14.4 %20.4 %17.6 %13.9 %12.5 %16.1 %
Adjusted EBITDA margin15.2 %16.5 %

43

Nine Months Ended September 30, 2022PacificNorthwestMountainNorth CentralAll Other and Intersegment EliminationsConsolidated
(In millions)
Net income (loss)$29.1 $53.4 $43.0 $32.5 $(59.8)$98.2 
Depreciation, depletion and amortization16.1 26.4 17.1 17.9 11.1 88.6 
Interest expense, net— — .1 — 21.4 21.5 
Income taxes— — — — 32.9 32.9 
EBITDA$45.2 $79.8 $60.2 $50.4 $5.6 $241.2 
Unrealized (gains) losses on benefit plan investments4.84.8 
Stock-based compensation expense1.61.6 
Adjusted EBITDA$12.0 $247.6 
Revenue$366.1 $461.2 $433.0 $484.4 $252.5 $1,997.2 
Net income margin8.0 %11.6 %9.9 %6.7 %(23.7)%4.9 %
EBITDA margin12.3 %17.3 %13.9 %10.4 %2.2 %12.1 %
Adjusted EBITDA margin4.7 %12.4 %
New Accounting Standards
For information regarding new accounting standards, see Note 2, which is incorporated by reference.
Critical Accounting Estimates
Knife River's critical accounting estimates include impairment testing of goodwill; fair values of acquired assets and liabilities under the acquisition method of accounting; revenue recognized using the cost-to-cost measure of progress for contracts; actuarially determined benefit costs; and tax provisions. There were no material changes in the Company's critical accounting estimates from those that were previously reported in the Company's Registration Statement on Form 10.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to the impact of market fluctuations associated with interest rates and commodity prices. The Company has policies and procedures to assist in controlling these market risks and from time to time has utilized derivatives to manage a portion of its risk.
Interest rate risk
Rising interest rates have resulted in, and will likely continue to result in, higher borrowing costs on new debt and existing variable interest rate debt. Knife River entered into a senior secured credit agreement with variable rate debt arrangements at the time of the Separation, which could impact the interest expense recognized in future periods. For additional information on the debt agreements the Company has entered into, see the section entitled "Liquidity and Capital Resources". At September 30, 2023, the Company had $273.3 million in term loan borrowings under the credit agreement at the rate in effect at this time of 7.52%. A hypothetical increase of 1 percent on the interest rate of the term loan borrowings would increase interest expense by $2.7 million over the next 12 months.
At September 30, 2023, the Company had no outstanding interest rate hedges.
Commodity price risk
There were no material changes to commodity price risk faced by the Company from those reported in the Company's Registration Statement on Form 10.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. The Company's disclosure controls and other procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The Company's disclosure controls and other procedures are designed to provide reasonable assurance that information required to be disclosed is accumulated and communicated to management, including the Company's chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company's chief executive officer and chief financial officer, has evaluated the effectiveness of the Company's disclosure controls and other procedures as of the end of the period
44

covered by this report. Based upon that evaluation, the chief executive officer and the chief financial officer have concluded that, as of the end of the period covered by this report, such controls and procedures were effective at a reasonable assurance level.
Changes in internal controls
No change in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
45

Part II -- Other Information
Item 1. Legal Proceedings
There were no material changes to the Company's legal proceedings that were previously reported in the Company's Registration Statement on Form 10.
Item 1A. Risk Factors
Refer to the Company's risk factors that are disclosed within its Registration Statement on Form 10 that could be materially harmful to the Company's business, prospects, financial condition or financial results if they occur. At September 30, 2023, there were no material changes to the Company's risk factors provided in the Company's Form 10.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
For information regarding mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K, see Exhibit 95 to this Form 10-Q, which is incorporated herein by reference.
Item 5. Other Information
During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
See the index to exhibits immediately preceding the signature page to this report.
46

Exhibits Index
Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled
Herewith
FormPeriod
Ended
ExhibitFiling
Date
File Number
3(a)8-K3.16/01/231-41642
3(b)8-K3.26/01/231-41642
 +10(a)
X
31(a)X
31(b)X
32X
95X
101.INSXBRL 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.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+ Management contract, compensatory plan or arrangement.

47

Signatures
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
  Knife River Corporation
    
DATE:November 6, 2023BY:/s/ Nathan W. Ring
   Nathan W. Ring
   Vice President and Chief Financial Officer
    
    
  BY:/s/ Marney L. Kadrmas
   Marney L. Kadrmas
   Chief Accounting Officer


48

KNIFE RIVER CORPORATION
RESTRICTED STOCK UNIT AWARD NOTICE

This Award Notice evidences the award of restricted stock units (each, an “RSU” or collectively, the “RSUs”) that have been granted to, (xxxxxxxxxxxxxx), by Knife River Corporation, a Delaware corporation (the “Company”), subject to your acceptance of the terms of this Award Notice, the Restricted Stock Unit Award Agreement, which is attached hereto (the “Agreement”) and the Knife River Corporation Long-Term Performance-Based Incentive Plan (the “Plan”). When vested, each RSU entitles you to receive one share of common stock of the Company (the “Shares”). The RSUs are granted pursuant to the terms of the Plan.

This Award Notice constitutes part of, and is subject to the terms and provisions of, the Agreement and the Plan, which are incorporated by reference herein. Capitalized terms used but not defined in this Award Notice shall have the meanings set forth in the Agreement or in the Plan.
Grant Date:
July 12, 2023
Number of RSUs:xxxxxx, subject to adjustment as provided under Section
4.2 of the Plan.
Vesting Schedule:
Subject to the provisions of the Agreement and the Plan and provided that you remain continuously employed by the Company and/or an Affiliate through the respective vesting dates set forth below, the RSUs shall vest on December 31, 2025. The Vesting Schedule is the 36 month period beginning January 1, 2023 and ending December 31, 2025.
Except for termination of employment due to retirement after the Participant has reached age 55 and completed 10 Years of Service, death or disability or a Change of Control as defined in the Plan, any unvested portion of the Award will be forfeited and/or cancelled on the date you cease to be an employee of the Company or an Affiliate.
Settlement Date:
Each vested RSU will be settled in Shares as soon as
practicable following vesting but in no event later than 60 days after such RSUs vest.
Acceleration on Retirement,
Death or Disability:
In the case of death or disability, a portion of the unvested
RSUs will vest based on the ratio of the number of full months of employment completed during the Vesting Schedule to the date of your death or disability divided by the total number of months in the Vesting Schedule.

In the case of retirement where the Participant has reached age 55 and completed 10 Years of Service (i) during the first year of the Vesting Schedule, all RSUs (and related Dividend Equivalents) shall be forfeited; (ii) during the second year of the Vesting Schedule, determination of the vesting RSUs will be made by the Committee at the end of the Vesting Schedule, and Shares (and related Dividend Equivalents) earned, if any, will be paid based on a proration for the number of months employed during the 36 month Vesting Schedule, including the month in which the



termination of employment occurs; and (iii) during the third year of the Vesting Schedule, determination of the vesting RSUs will be made by the Committee at the end of the Vesting Schedule, and Shares (and related Dividend Equivalents) earned, if any, will be paid without prorating. For purposes of the Award Agreement, the term Years of Service shall mean the full 12 month years a Participant is employed by the Company and/or a Subsidiary.
Dividend Equivalents:
Yes


THESE RESTRICTED STOCK UNITS ARE SUBJECT TO FORFEITURE AS PROVIDED HEREIN. THIS AWARD AND AMOUNTS RECEIVED IN CONNECTION WITH THIS AWARD ARE SUBJECT TO FORFEITURE, RECAPTURE OR OTHER ACTION IN THE EVENT OF AN ACCOUNTING RESTATEMENT, AS PROVIDED IN THE PLAN.

Further terms and conditions of the Award are set forth in Annex A hereto, which is an integral part of the Agreement.

You must accept this Award Notice by logging onto your account with Fidelity Investments and accepting this Award Notice and the Agreement. If you fail to do so, the RSUs will be null and void. By accepting the RSUs granted to you in this Award, you agree to be bound by all of the provisions set forth in this Award Notice, the Agreement, and the Plan.

Attachments:
Annex A: Restricted Stock Unit Award Agreement



Annex A
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE KNIFE RIVER CORPORATION
LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN

Knife River Corporation (the “Company”) has granted to you an Award consisting of restricted stock units, subject to the terms and conditions set forth herein and in the Restricted Stock Unit Award Notice (the “Award Notice”). The Award has been granted to you pursuant to the Knife River Corporation Long-Term Performance-Based Incentive Plan (the “Plan”). Subject to the terms of the Plan, decisions and interpretations of the Compensation Committee of the Company’s Board of Directors (the “Committee”) are binding, conclusive and final upon any questions arising under the Award Notice, this Restricted Stock Unit Award Agreement (the “Agreement”) or the Plan. Unless otherwise defined herein or in the Award Notice, capitalized terms shall have the meanings assigned to such terms in the Plan.

1.Grant of RSUs. On the Grant Date, you were awarded the number of RSUs set forth in the Award Notice.

2.Vesting of RSUs. The RSUs shall become vested and nonforfeitable in accordance with the Vesting Schedule set forth in the Award Notice. Vesting may be accelerated only as described in the Award Notice.

3.Termination of employment. Except for termination of employment due to death, disability, retirement upon reaching age 55 with 10 Years of Service, or a Change of Control as defined in the Plan, any unvested portion of the Award will be forfeited and/or cancelled on the date you cease to be an employee of the Company or an Affiliate.

4.Settlement of RSU. Each RSU, at the discretion of the Committee, will be settled in Shares as soon as practicable after the Vesting Date but in no event later than 60 days after unvested RSUs become vested RSUs. You shall retain 50% of the net after-tax Shares that are earned under this Award until the earlier of (i) the end of the two-year period commencing on the date any Shares earned under this Award are issued and (ii) your termination of employment. Executives are required to own Shares at designated multiples of their base salary. If you have not achieved an applicable stock ownership requirement, the Company may require you to hold additional net after-tax Shares received under this Award until the requirement is met.

5.Voting Rights. Since RSUs do not represent actual Shares, no voting rights or other rights as a stockholder of the Company arise with respect to the RSUs until Shares have been delivered to you upon settlement of the RSUs.

6.Dividend Equivalents. Dividend Equivalents will be earned with respect to any Shares issued pursuant to the Award. The amount of Dividend Equivalents earned shall be equal to the total dividends declared on a Share for stockholders of record between the Grant Date of this Award and the vesting date of the RSUs, multiplied by the number of Shares issued pursuant to the vesting of the RSUs awarded in the Award Agreement. Any Dividend Equivalents earned shall be paid in cash when the Shares to which they relate are issued or as soon thereafter as practicable, but no later than 60 days after the Shares are issued. No Dividend Equivalents will be issued for unvested or forfeited RSUs.

7.Tax Withholding. Pursuant to Article 14 of the Plan, the Committee has the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state and local taxes (including the Participant's FICA obligations) required by law to be withheld with respect to the Award and Dividend Equivalents. The Committee may condition the delivery of vested Shares upon the Participant's



satisfaction of such withholding obligations. The withholding requirement for Shares will be satisfied by the Company withholding Shares having a Fair Market Value equal to federal income tax withholding obligations using an IRS accepted methodology plus additional amounts for state and local tax purposes, as applicable, including payroll taxes, that are applicable to such supplemental taxable income but with rates not to exceed the maximum effective statutory rates, unless the Participant elects, in a manner satisfactory to the Committee, to remit an amount to satisfy the withholding requirement subject to such restrictions or limitations that the Committee, in its sole discretion, deems appropriate. Such election must be made before, and is irrevocable after, December 15 of the last year in the Vesting Schedule, and cannot be made or revoked while the Participant possesses information that will be material nonpublic information at the time the Shares are issued such that the Participant would be prohibited from trading on the Company’s stock under its Insider Trading Policy.

8.Non-Guarantee of Employment Relationship or Future Awards. Nothing in the Plan, the Award Notice or this Agreement will alter your at-will or other employment status with the Company or an Affiliate, nor be construed as a contract of employment between you and the Company or an Affiliate, or as a contractual right for you to continue in the employ of the Company or an Affiliate for any period of time, or as a limitation of the right of the Company or an Affiliate to discharge you at any time with or without cause or notice and whether or not such discharge results in the forfeiture of any of your RSUs, or as a right to any future Awards.

9.Non-transferability of RSUs. No RSUs granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

10.Personal Information. You agree the Company and its suppliers or vendors may collect, use and disclose your personal information for the purposes of the implementation, management, administration and termination of the Plan.

11.Amendment. The Committee may amend, alter, modify, suspend or terminate the Award Notice or this Agreement at any time and from time to time, in whole or in part; provided, however, no amendment, alteration, modification, suspension or termination of the Award Notice or Agreement shall adversely affect in any material way the Award Notice or this Agreement, without your written consent, except to the extent such amendment, alteration, modification, suspension or termination is reasonably determined by the Committee in its sole discretion to be necessary to comply with applicable laws, rules, regulations, or is necessary for such approvals by any governmental agencies or national securities exchanges as may be required.

12.Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon you and your heirs, beneficiaries, executors, legal representatives, successors and assigns.

13.Integrated Agreement. The Award Notice, this Agreement and the Plan constitute the entire understanding and agreement between you and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties between you and the Company with respect to such subject matter other than those as set forth or provided for herein or therein.

14.Ratification of Actions. By accepting the Award or other benefit under the Plan, you and each person claiming under or through you shall be conclusively deemed to have indicated your acceptance and ratification of, and consent to, any action taken under the Plan or the Award by the Company, its Board of Directors, or the Committee.





15.Notices. Any notice hereunder to the Company shall be addressed to its office, 1150 West Century Avenue, Bismarck, North Dakota 58503; Attention: Corporate Secretary, and any notice hereunder to you shall be addressed to you at the address specified on the Award Agreement, subject to the right of either party to designate at any time hereafter in writing some other address.

16.Governing Law. To the extent not preempted by Federal law, the Award Notice and this Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law provisions. In the event any provision of the Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Award Agreement, and the Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

17.Construction. Captions and titles contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

18.Conformity. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Any conflict between the terms of the Award Notice, this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in the Award Notice or this Agreement or any matters as to which the Award Notice and this Agreement are silent, the Plan shall govern. Any conflict between the terms of the Award Notice and the Agreement shall be resolved in accordance with the terms of the Agreement.


CERTIFICATION

I, Brian R. Gray, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Knife River Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 6, 2023 


/s/ Brian R. Gray                                         
Brian R. Gray
President and Chief Executive Officer


CERTIFICATION

I, Nathan W. Ring, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Knife River Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:  November 6, 2023


/s/ Nathan W. Ring
Nathan W. Ring
Vice President and Chief Financial Officer



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

    Each of the undersigned, Brian R. Gray, the President and Chief Executive Officer, and Nathan W. Ring, the Vice President and Chief Financial Officer of Knife River Corporation (the "Company"), DOES HEREBY CERTIFY that:

    1.  The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the "Report"), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

    2.  Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

    IN WITNESS WHERE OF, each of the undersigned has executed this statement this 6th day of November, 2023.


/s/ Brian R. Gray                                         
Brian R. Gray
President and Chief Executive Officer



/s/ Nathan W. Ring                                         
Nathan W. Ring
Vice President and Chief Financial Officer



A signed original of this written statement required by Section 906 has been provided to Knife River Corporation and will be retained by Knife River Corporation and furnished to the Securities and Exchange Commission or its staff upon request.



MDU RESOURCES GROUP, INC.
MINE SAFETY INFORMATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) requires issuers to include in periodic reports filed with the SEC certain information relating to citations or orders for violations of standards under the Federal Mine Safety and Health Act of 1977 (Mine Act), as amended by the Mine Improvement and New Emergency Response Act of 2006 (Mine Safety Act). The Dodd-Frank Act requires reporting of the following types of citations or orders:

1.    Citations issued under Section 104 of the Mine Safety Act for violations that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard.
2.    Orders issued under Section 104(b) of the Mine Safety Act. Orders are issued under this section when citations issued under Section 104 have not been totally abated within the time period allowed by the citation or subsequent extensions.
3.    Citations or orders issued under Section 104(d) of the Mine Safety Act. Citations or orders are issued under this section when it has been determined that the violation is caused by an unwarrantable failure of the mine operator to comply with the standards. An unwarrantable failure occurs when the mine operator is deemed to have engaged in aggravated conduct constituting more than ordinary negligence.
4.    Citations issued under Section 110(b)(2) of the Mine Safety Act for flagrant violations. Violations are considered flagrant for repeat or reckless failures to make reasonable efforts to eliminate a known violation of a mandatory health and safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.
5.    Imminent danger orders issued under Section 107(a) of the Mine Safety Act. An imminent danger is defined as the existence of any condition or practice in a coal or other mine which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated.
6.    Notice received under Section 104(e) of the Mine Safety Act of a pattern of violations or the potential to have such a pattern of violations that could significantly and substantially contribute to the cause and effect of mine health and safety standards.

During the three months ended September 30, 2023, none of the Company's operating subsidiaries received citations or orders under the following sections of the Mine Safety Act: 104(b), 104(d), 110(b)(2), 107(a) or 104(e). The Company did not have any mining-related fatalities during this period.
MSHA Identification Number/Contractor IDSection 104 S&S Citations (#)Total Dollar Value of MSHA Assessments Proposed ($)Legal Actions Resolved During Period (#)
04-05140— 286 — 
21-03348— 143 — 
24-00462— — 
32-00776 — 1,001 — 
35-00521— 429 — 
35-03751— 286 — 
39-01478— 429 — 
41-02639— 143 — 
41-05498— 429 — 
50-00883 — — 
51-00036 — 975 — 
39-00008— 
48-01518— — 
48-01598— 286 
$4,407 

Legal actions pending before the Federal Mine Safety and Health Review Commission (the Commission) may involve, among other questions, challenges by operators to citations, orders and penalties they have received from the Federal Mine Safety and Health Administration (MSHA) or complaints of discrimination by miners under section 105 of the Mine Act. The following is a brief description of the types of legal actions that may be brought before the Commission.
1



Contests of Citations and Orders - A contest proceeding may be filed with the Commission by operators, miners or miners' representatives to challenge the issuance of a citation or order issued by MSHA.
Contests of Proposed Penalties (Petitions for Assessment of Penalties) - A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the alleged violation contained in a citation or order.
Complaints for Compensation - A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.
Complaints of Discharge, Discrimination or Interference - A discrimination proceeding is a case that involves a miner's allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint.
Applications for Temporary Relief - Applications for temporary relief from any modification or termination of any order or from any order issued under section 104 of the Mine Act.
Appeals of Judges' Decisions or Orders to the Commission - A filing with the Commission for discretionary review of a judge's decision or order by a person who has been adversely affected or aggrieved by such decision or order.

The following table reflects the types of legal actions pending before the Commission as of September 30, 2023:
MSHA Identification NumberContests of Citations and OrdersContests of Proposed PenaltiesComplaints for CompensationComplaints of Discharge, Discrimination or InterferenceApplications for Temporary ReliefAppeals of Judges' Decisions or Orders to the Commission
— — — — — — 

2
v3.23.3
Cover page - shares
9 Months Ended
Sep. 30, 2023
Nov. 01, 2023
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2023  
Document Transition Report false  
Entity File Number 1-41642  
Entity Registrant Name Knife River Corporation  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 92-1008893  
Entity Address, Address Line One 1150 West Century Avenue  
Entity Address, Address Line Two P.O. Box 5568  
Entity Address, City or Town Bismarck  
Entity Address, State or Province ND  
Entity Address, Postal Zip Code 58506-5568  
City Area Code 701  
Local Phone Number 530-1400  
Title of 12(b) Security Common Stock, $0.01 par value  
Trading Symbol KNF  
Security Exchange Name NYSE  
Entity Current Reporting Status No  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity common stock, shares outstanding   56,566,214
Entity Central Index Key 0001955520  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.23.3
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenue:        
Revenues $ 1,090,372 $ 975,428 $ 2,183,462 $ 1,997,207
Cost of revenue:        
Cost of Revenue 820,983 790,941 1,756,994 1,708,265
Gross profit 269,389 184,487 426,468 288,942
Selling, general and administrative expenses 59,168 41,572 167,276 130,223
Operating income 210,221 142,915 259,192 158,719
Interest expense 15,354 8,817 44,005 21,506
Other income (expense) 7 (1,277) 3,311 (6,056)
Income before income taxes 194,874 132,821 218,498 131,157
Income tax expense 48,219 33,164 56,327 32,947
Net income $ 146,655 $ 99,657 $ 162,171 $ 98,210
Net income (loss) per share, basic        
Income per share, Basic, Total $ 2.59 $ 1.76 $ 2.87 $ 1.74
Net income (loss) per share, diluted        
Income per share, Diluted, Total $ 2.58 $ 1.76 $ 2.86 $ 1.74
Weighted Average Number of Shares Outstanding, Basic 56,566 56,566 56,566 56,566
Weighted Average Number of Shares Outstanding, Diluted 56,735 56,566 56,633 56,566
Construction materials        
Revenue:        
Revenues $ 553,057 $ 483,221 $ 1,177,726 $ 1,060,051
Cost of revenue:        
Cost of Revenue 346,298 340,609 856,606 846,965
Contracting services        
Revenue:        
Revenues 537,315 492,207 1,005,736 937,156
Cost of revenue:        
Cost of Revenue $ 474,685 $ 450,332 $ 900,388 $ 861,300
v3.23.3
Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Net Income (Loss) $ 146,655 $ 99,657 $ 162,171 $ 98,210
Other comprehensive income:        
Reclassification adjustment for loss on derivative instruments included in net income, tax 0 27 28 80
Reclassification adjustment for loss on derivative instruments included in net income, net of tax 0 82 90 246
Postretirement liability adjustment:        
Postretirement liability gains (losses) arising during the period, tax 0 0 (6) 1,879
Postretirement liability gains (losses) arising during the period, net of tax 0 0 (17) 5,820
Amortization of postretirement liability losses included in net periodic benefit cost, tax 16 71 47 213
Amortization of postretirement liability losses included in net periodic benefit cost, net of tax 49 221 144 662
Postretirement liability adjustment 49 221 127 6,482
Other comprehensive income 49 303 217 6,728
Comprehensive income attributable to common stockholders $ 146,704 $ 99,960 $ 162,388 $ 104,938
v3.23.3
Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Cash, cash equivalents and restricted cash $ 116,159 $ 10,090
Receivables, net 491,866 210,157
Costs and estimated earnings in excess of billings on uncompleted contracts 50,545 31,145
Due from related-party 0 16,050
Inventories 314,711 323,277
Prepayments and other current assets 38,094 17,848
Total current assets 1,011,375 608,567
Noncurrent assets:    
Property, plant and equipment 2,547,577 2,489,408
Less accumulated depreciation, depletion and amortization 1,248,042 1,174,195
Net property, plant and equipment 1,299,535 1,315,213
Goodwill 274,478 274,540
Other intangible assets, net 11,463 13,430
Operating lease right-of-use assets 44,309 45,873
Investments and other 39,722 36,696
Total noncurrent assets  1,669,507 1,685,752
Total assets 2,680,882 2,294,319
Current liabilities:    
Long-term debt - current portion 7,082 211
Related-party notes payable - current portion 0 238,000
Accounts payable 148,977 87,370
Billings in excess of costs and estimated earnings on uncompleted contracts 58,785 39,843
Taxes payable 53,281 8,502
Accrued compensation 37,922 29,192
Due to related-party 0 20,286
Current operating lease liabilities 13,702 13,210
Other accrued liabilities 105,218 80,276
Total current liabilities  424,967 516,890
Noncurrent liabilities:    
Long-term debt 675,649 427
Related-party notes payable 0 446,449
Deferred income taxes 173,989 175,804
Noncurrent operating lease liabilities 30,607 32,663
Other 132,652 93,497
Total liabilities  1,437,864 1,265,730
Stockholders' equity:    
Common stock 570 800
Other paid-in capital 613,024 549,106
Retained earnings 645,185 494,661
MDU Resources Common Stock Held by Subsidiary at Cost, Value 0 (3,626)
Treasury Stock, Common, Value (3,626) 0
Accumulated other comprehensive loss (12,135) (12,352)
Total stockholders' equity 1,243,018 1,028,589
Total liabilities and stockholders' equity  $ 2,680,882 $ 2,294,319
Common Stock, Shares Authorized 300,000,000 80,000
Common Stock, Par or Stated Value Per Share $ 0.01 $ 10
Common Stock, Shares, Issued   80,000
Common Stock, Shares, Outstanding 56,566,214 80,000
MDU Resources Common Stock Held by Subsidiary at Cost, Shares   (538,921)
v3.23.3
Consolidated Statements of Equity - USD ($)
$ in Thousands
Total
Common stock
Other paid-in capital
Retained earnings
MDU Resources' Stock Held by Subsidiary
Treasury Stock, Common
Accumulated other comprehensive loss
MDU Resources Common Stock Held by Subsidiary at Cost, Shares         (538,921)    
Common stock balance (in shares) at Dec. 31, 2021   80,000          
Balance at Dec. 31, 2021 $ 952,844 $ 800 $ 549,714 $ 430,446 $ (3,626) $ 0 $ (24,490)
Treasury Stock, Common, Shares at Dec. 31, 2021           0  
Net Income (Loss) (40,010)     (40,010)      
Other comprehensive income 303           303
APIC, Share-Based Payment Arrangement, Recognition and Exercise 306   333 (27)      
Equity net transfers to (from) Parent (16,408)   (3,432) (12,976)      
Common stock balance (in shares) at Mar. 31, 2022   80,000          
Balance at Mar. 31, 2022 897,035 $ 800 546,615 377,433 (3,626) $ 0 (24,187)
Treasury Stock, Common, Shares at Mar. 31, 2022           0  
Common stock balance (in shares) at Dec. 31, 2021   80,000          
Balance at Dec. 31, 2021 952,844 $ 800 549,714 430,446 (3,626) $ 0 (24,490)
Treasury Stock, Common, Shares at Dec. 31, 2021           0  
Net Income (Loss) 98,210            
Other comprehensive income 6,728            
Common stock balance (in shares) at Sep. 30, 2022   80,000          
Balance at Sep. 30, 2022 1,011,316 $ 800 542,239 489,665 $ (3,626) $ 0 (17,762)
Treasury Stock, Common, Shares at Sep. 30, 2022           0  
MDU Resources Common Stock Held by Subsidiary at Cost, Shares         (538,921)    
Common stock balance (in shares) at Mar. 31, 2022   80,000          
Balance at Mar. 31, 2022 897,035 $ 800 546,615 377,433 $ (3,626) $ 0 (24,187)
Treasury Stock, Common, Shares at Mar. 31, 2022           0  
Net Income (Loss) 38,562     38,562      
Other comprehensive income 6,122           6,122
APIC, Share-Based Payment Arrangement, Recognition and Exercise 306   333 (27)      
Equity net transfers to (from) Parent (18,037)   (5,063) (12,974)      
Common stock balance (in shares) at Jun. 30, 2022   80,000          
Balance at Jun. 30, 2022 923,988 $ 800 541,885 402,994 $ (3,626) $ 0 (18,065)
Treasury Stock, Common, Shares at Jun. 30, 2022           0  
MDU Resources Common Stock Held by Subsidiary at Cost, Shares         (538,921)    
Net Income (Loss) 99,657     99,657      
Other comprehensive income 303           303
APIC, Share-Based Payment Arrangement, Recognition and Exercise 123   134 (11)      
Equity net transfers to (from) Parent (12,755)   220 (12,975)      
Common stock balance (in shares) at Sep. 30, 2022   80,000          
Balance at Sep. 30, 2022 $ 1,011,316 $ 800 542,239 489,665 $ (3,626) $ 0 (17,762)
Treasury Stock, Common, Shares at Sep. 30, 2022           0  
MDU Resources Common Stock Held by Subsidiary at Cost, Shares         (538,921)    
MDU Resources Common Stock Held by Subsidiary at Cost, Shares (538,921)       (538,921)    
Common stock balance (in shares) at Dec. 31, 2022 80,000 80,000          
Balance at Dec. 31, 2022 $ 1,028,589 $ 800 549,106 494,661 $ (3,626) $ 0 (12,352)
Treasury Stock, Common, Shares at Dec. 31, 2022           0  
Net Income (Loss) (41,320)     (41,320)      
Other comprehensive income 93           93
APIC, Share-Based Payment Arrangement, Recognition and Exercise 414   453 (39)      
Equity net transfers to (from) Parent (13,007)   (1,385) (11,622)      
Common stock balance (in shares) at Mar. 31, 2023   80,000          
Balance at Mar. 31, 2023 $ 974,769 $ 800 548,174 441,680 (3,626) $ 0 (12,259)
Treasury Stock, Common, Shares at Mar. 31, 2023           0  
Common stock balance (in shares) at Dec. 31, 2022 80,000 80,000          
Balance at Dec. 31, 2022 $ 1,028,589 $ 800 549,106 494,661 (3,626) $ 0 (12,352)
Treasury Stock, Common, Shares at Dec. 31, 2022           0  
Net Income (Loss) 162,171            
Other comprehensive income 217            
Common stock balance (in shares) at Sep. 30, 2023   56,997,350          
Balance at Sep. 30, 2023 1,243,018 $ 570 613,024 645,185 $ 0 $ (3,626) (12,135)
Treasury Stock, Common, Shares at Sep. 30, 2023           (431,136)  
MDU Resources Common Stock Held by Subsidiary at Cost, Shares         (538,921)    
Common stock balance (in shares) at Mar. 31, 2023   80,000          
Balance at Mar. 31, 2023 974,769 $ 800 548,174 441,680 $ (3,626) $ 0 (12,259)
Treasury Stock, Common, Shares at Mar. 31, 2023           0  
Net Income (Loss) 56,836     56,836      
Other comprehensive income 75           75
APIC, Share-Based Payment Arrangement, Recognition and Exercise 226   212 14      
Transfer of parent stock held by subsidiary, shares         538,921    
Transfer of parent stock held by subsidiary, Value 3,626       $ 3,626    
Treasury Stock, Shares, Acquired           (431,136)  
Treasury Stock, Value, Acquired, Cost Method 3,626         $ (3,626)  
Stock Redeemed or Called During Period, Shares   (80,000)          
Stock Redeemed or Called During Period, Value 0 $ (800) (800)        
Issuance of common stock (shares)   56,997,350          
Stock Issued During Period, Value, New Issues (26) $ (570) (596)        
Equity net transfers to (from) Parent 62,972   62,972        
Common stock balance (in shares) at Jun. 30, 2023   56,997,350          
Balance at Jun. 30, 2023 1,094,852 $ 570 611,562 498,530 $ 0 $ (3,626) (12,184)
Treasury Stock, Common, Shares at Jun. 30, 2023           (431,136)  
MDU Resources Common Stock Held by Subsidiary at Cost, Shares         0    
Net Income (Loss) 146,655     146,655      
Other comprehensive income 49           49
APIC, Share-Based Payment Arrangement, Recognition and Exercise 1,462   1,462        
Common stock balance (in shares) at Sep. 30, 2023   56,997,350          
Balance at Sep. 30, 2023 $ 1,243,018 $ 570 $ 613,024 $ 645,185 $ 0 $ (3,626) $ (12,135)
Treasury Stock, Common, Shares at Sep. 30, 2023           (431,136)  
MDU Resources Common Stock Held by Subsidiary at Cost, Shares         0    
v3.23.3
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Operating activities:    
Net Income (Loss) $ 162,171 $ 98,210
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation, depletion and amortization 92,511 88,551
Deferred income taxes (1,884) 5,043
Provision for credit losses 1,386 (296)
Amortization of debt issuance costs 2,425 355
Employee stock-based compensation costs 2,127 800
Pension and postretirement benefit plan net periodic benefit cost 889 981
Unrealized (gains) losses on investments (685) 3,172
Gains on sales of assets (3,806) (3,575)
Changes in current assets and liabilities, net of acquisitions:    
Receivables (302,536) (239,565)
Due from related-party 16,050 1,258
Inventories 8,566 (18,624)
Other current assets (20,127) 835
Accounts payable 91,663 69,552
Due to related-party (7,310) 9,829
Other current liabilities 78,006 21,786
Pension and postretirement benefit plan contributions (1,611) (313)
Other noncurrent changes 35,092 1,400
Net cash provided by operating activities 152,927 39,399
Investing activities:    
Capital expenditures (86,450) (121,840)
Acquisitions, net of cash acquired 0 450
Net proceeds from sale or disposition of property and other 5,227 5,716
Investments (1,764) (2,226)
Net cash used in investing activities (82,987) (117,900)
Financing activities:    
Issuance of current related-party notes, net 0 100,000
Issuance of long-term related-party notes, net 205,275 26,872
Issuance of long-term debt 700,000 0
Repayment of long-term debt (1,891) (206)
Debt issuance costs (16,640) (749)
Proceeds from issuance of common stock (26) 0
Net transfers to Centennial (850,589) (42,236)
Net cash provided by financing activities 36,129 83,681
Increase in cash, cash equivalents and restricted cash 106,069 5,180
Cash, cash equivalents and restricted cash -- beginning of year 10,090 13,848
Cash, cash equivalents and restricted cash -- end of period $ 116,159 $ 19,028
v3.23.3
Background
9 Months Ended
Sep. 30, 2023
Restructuring and Related Activities [Abstract]  
Background BackgroundOn August 4, 2022, MDU Resources announced that its board of directors approved a plan to pursue the Separation of Knife River from MDU Resources. On May 31, 2023, the Separation was completed by a pro rata distribution of shares representing approximately 90 percent of Knife River's outstanding common stock to MDU Resources' stockholders. MDU Resources' stockholders received one share of Knife River common stock for every four shares of MDU Resources common stock held as of the close of business on May 22, 2023. MDU Resources retained approximately 10 percent of Knife River's common stock. The Distribution was tax-free to its stockholders for U. S. federal income tax purposes. At the time of the Separation, the net parent investment in Knife River held by Centennial was settled between the companies. As a result of the Separation, Knife River is now an independent public company trading on the New York Stock Exchange under the symbol "KNF." More information on the Separation and Distribution, as well as the Company's historical results, can be found within the Company's Registration Statement on Form 10.
v3.23.3
Basis of presentation
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation [Text Block] Basis of presentation
The accompanying consolidated interim financial statements were prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Interim financial statements do not include all disclosures provided in annual financial statements and, accordingly, these financial statements should be read in conjunction with the Company's Registration Statement on Form 10. The information is unaudited but includes adjustments that are, in the opinion of management, necessary for a fair presentation of the accompanying consolidated interim financial statements and are of a normal recurring nature.
On May 31, 2023, the Company became a stand-alone publicly traded company. Prior to the Separation on May 31, 2023, Knife River operated as a wholly owned subsidiary of Centennial and an indirect, wholly owned subsidiary of MDU Resources and not as a stand-alone company. These consolidated financial statements and footnotes reflect the historical financial position, results of operations and cash flows of the Company as historically managed within MDU Resources for the periods prior to the completion of the Separation and reflect the financial position, results of operations and cash flows as a stand-alone company for the period after the completion of the Separation. The historical consolidated financial statements and footnotes were prepared on a “carve-out” basis in connection with the Separation and were derived from the consolidated financial statements of MDU Resources as if the Company operated on a stand-alone basis during the periods presented, and were prepared utilizing the legal entity approach in conformity with GAAP. The results for the three and nine months ended September 30, 2022, vary from the previously reported MDU Resources' construction materials and contracting services segment due to an adjustment to a cost allocation for interim periods to conform with the Company's current year accounting. This adjustment does not impact the historical annual financial statements included in the Company's Registration Statement on Form 10. This adjustment increased cost of revenue for the three months ended September 30, 2022, by $4.4 million ($3.4 million after tax) and decreased cost of revenue for the nine months ended September 30, 2022, by $1.6 million ($1.2 million after tax). The adjustment is not considered material for the three or nine months ended September 30, 2022.
The Company utilized allocations and carve-out methodologies to prepare its historical consolidated financial statements and footnotes. The consolidated financial statements and footnotes herein may not be indicative of the Company's future performance or actual expenses that would have been incurred as a stand-alone company for the periods presented.
All revenues and costs, as well as assets and liabilities, directly associated with the business activity of the Company are included in the consolidated financial statements. In the periods prior to the Separation, the consolidated financial statements include expense allocations for certain functions provided by MDU Resources and Centennial, including, but not limited to certain general corporate expenses related to senior management, legal, human resources, finance and accounting, treasury, information technology, communications, procurement, tax, insurance and other shared services. These general corporate expenses are included in the Consolidated Statements of Operations within selling, general and administrative expenses and other income (expense). There were no amounts allocated to Knife River for the three months ended September 30, 2023, and $8.7 million was allocated for the nine months ended September 30, 2023. For the three and nine months ended September 30, 2022, there was $3.8 million and $13.4 million, respectively, allocated to Knife River. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder principally allocated on the basis of percent of total capital invested or other allocation methodologies that are considered to be a reasonable reflection of the utilization of the services provided to the benefits received, including the following: number of employees paid and stated as cost per check; number of employees served; weighted factor of travel, managed units, national account spending, equipment and fleet acquisitions; purchase order dollars spent and purchase order line count; number of payments, vouchers or unclaimed property reports; labor hours; time tracked; and projected workload.
Prior to the Separation, Knife River historically participated in Centennial’s centralized cash management program, including its overall financing arrangements. This arrangement is not reflective of the manner in which the Company would have been able to finance its operations had it been independent from MDU Resources for the period prior to the completion of the Separation. Knife River had related-party note agreements in place with Centennial for the financing of its capital needs, which are reflected as related-party notes payable on the Consolidated Balance Sheets as of December 31, 2022. The related-party notes payable to Centennial at May 30, 2023, was $889.7 million. As part of the Separation, Centennial made an equity contribution to the Company to release the Company of its obligation related to the outstanding notes payable. Also as part of the Separation, the Company entered into debt agreements and subsequently paid a dividend of $825.0 million from the debt proceeds to Centennial, which Centennial used to repay a portion of the Company's outstanding indebtedness. These transactions resulted in the Company receiving a net equity contribution of $64.7 million and is reflected as "Net transfers from Centennial and MDU Resources including separation adjustments" in the Consolidated Statement of Equity. Interest expense in the Consolidated Statements of Operations includes the allocation of interest on borrowing and funding associated with the related-party note agreements for periods prior to the Separation.
Prior to the Separation, income tax expense and tax balances in the consolidated financial statements were calculated on a separate tax return basis. The separate tax return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company were a separate taxpayer and a standalone enterprise. Management believes the assumptions supporting the allocation and presentation of income taxes on a separate return basis are reasonable. As a stand-alone entity, the Company will file tax returns on its own behalf, and tax balances and effective income tax rate may differ from the amounts reported in the historical periods.
Management has also evaluated the impact of events occurring after September 30, 2023, up to the date of issuance of these consolidated interim financial statements on November 6, 2023, that would require recognition or disclosure in the Consolidated Financial Statements.
Principles of consolidation
For the pre-Separation periods, the accompanying financial statements of the Company were derived from the consolidated financial statements and accounting records of MDU Resources as if the Company and its wholly owned subsidiaries operated on a stand-alone basis during the periods presented. The consolidated financial statements were prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying consolidated financial statements. Related-party transactions between the Company and MDU Resources or Centennial for general operating activities and intercompany debt have been included in the consolidated financial statements for the pre-Separation periods. These related-party transactions were settled in cash and are reflected in the pre-Separation Consolidated Balance Sheets as “Due from related-party” or “Due to related-party” with the aggregate net effect reflected in the Consolidated Statements of Cash Flows within operating activities and “Related-party notes payable” with the aggregate net effect reflected in the Consolidated Statements of Cash Flows within financing activities.
The aggregate net effect of related-party transactions not settled in cash as part of the Separation have been reflected in the pre-Separation Consolidated Balance Sheet within “Other paid-in capital”. See Note 18 for additional information on related-party transactions.
Use of estimates
The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates are used for items such as long-lived assets and goodwill; fair values of acquired assets and liabilities under the acquisition method of accounting; aggregate reserves; property depreciable lives; tax provisions; revenue recognized using the cost-to-cost measure of progress for contracts; expected credit losses; environmental and other loss contingencies; costs on contracting services contracts; actuarially determined benefit costs; asset retirement obligations; lease classification; present value of right-of-use assets and lease liabilities; and the valuation of stock-based compensation. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.
New accounting standards
There have been no recent accounting standards that are expected to materially affect the Company.
Cash, cash equivalents and restricted cash
The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash and cash equivalents. At September 30, 2023, the $116.2 million of cash, cash equivalents and restricted cash on the Consolidated Statements of Cash Flows is comprised of $84.0 million of cash and cash equivalents and $32.2 million of restricted cash. At September 30, 2022, the Company did not have any restricted cash. Restricted cash represents deposits held by Knife
River's captive insurance company that is required by state insurance regulations to remain in the captive insurance company as cash.
Seasonality of operations
Some of the Company's operations are seasonal and revenues from, and certain expenses for, such operations may fluctuate significantly among quarterly periods, with lower activity in the winter months and higher activity in the summer months. Accordingly, the interim results for particular segments, and for the Company as a whole, may not be indicative of results for the full fiscal year or other future periods.
v3.23.3
Receivables and allowance for expected credit losses
9 Months Ended
Sep. 30, 2023
Credit Loss [Abstract]  
Receivables and allowance for expected credit loss Receivables and allowance for expected credit losses
Receivables consist primarily of trade and contract receivables for the sale of goods and services net of expected credit losses. A majority of the Company's receivables are due in 30 days or less. The total balance of receivables past due 90 days or more was $14.4 million and $11.2 million at September 30, 2023 and December 31, 2022, respectively. Receivables were as follows:
September 30, 2023December 31, 2022
(In thousands)
Trade receivables$236,373$104,347
Contract receivables223,87482,428
Retention receivables37,81428,859
Receivables, gross498,061215,634
Less expected credit loss6,1955,477
Receivables, net$491,866$210,157
The Company's expected credit losses are determined through a review using historical credit loss experience; changes in asset specific characteristics; current conditions; and reasonable and supportable future forecasts, among other specific account data, and is performed at least quarterly. The Company develops and documents its methodology to determine its allowance for expected credit losses. Risk characteristics used by the Company may include customer mix, knowledge of customers and general economic conditions of the various local economies, among others. Specific account balances are written off when management determines the amounts to be uncollectible. Management has reviewed the balance reserved through the allowance for expected credit losses and believes it is reasonable.
Details of the Company's expected credit losses were as follows:
PacificNorthwestMountainNorth
Central
All OtherTotal
 (In thousands)
At December 31, 2022
$2,045 $1,253 $1,278 $839 $62 $5,477 
Current expected credit loss provision45 313 164 (89)(1)432 
Less write-offs charged against the allowance68 18 — — 87 
At March 31, 2023$2,089 $1,498 $1,424 $750 $61 $5,822 
Current expected credit loss provision74 631 (132)583 
Less write-offs charged against the allowance18 512 — 535 
At June 30, 2023$2,080 $1,060 $2,052 $618 $60 $5,870 
Current expected credit loss provision46 242 (152)215 20 371 
Less write-offs charged against the allowance26 13 — 46 
At September 30, 2023$2,100 $1,298 $1,887 $830 $80 $6,195 
PacificNorthwestMountainNorth
Central
All OtherTotal
 (In thousands)
At December 31, 2021$2,052 $512 $1,610 $1,152 $80 $5,406 
Current expected credit loss provision(125)(130)(5)(253)
Less write-offs charged against the allowance20 26 
At March 31, 2022$2,052 $367 $1,477 $1,157 $74 $5,127 
Current expected credit loss provision11 58 (17)(37)(3)12 
Less write-offs charged against the allowance— 56 47 109 
At June 30, 2022$2,063 $369 $1,456 $1,073 $69 $5,030 
Current expected credit loss provision(6)194 (111)(141)(55)
Less write-offs charged against the allowance40 16 76 
At September 30, 2022$2,048 $556 $1,305 $928 $62 $4,899 
v3.23.3
Inventories
9 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories on the Consolidated Balance Sheets were as follows:
 September 30, 2023December 31, 2022
 (In thousands)
Finished products$213,702 $211,496 
Raw materials63,156 78,571 
Supplies and parts37,853 33,210 
Total$314,711 $323,277 

Inventories are valued at the lower of cost or net realizable value using the average cost method. Inventories include production costs incurred as part of the Company's aggregate mining activities. These inventoriable production costs include all mining and processing costs associated with the production of aggregates. Stripping costs incurred during the production phase, which represent costs of removing overburden and waste materials to access mineral deposits, are a component of inventoriable production costs.
v3.23.3
Earnings per share
9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Earnings per share Earnings per share
The calculation for basic and diluted earnings per share for any period presented prior to the Separation are based on the number of shares outstanding on May 31, 2023, the Separation and Distribution date. For periods prior to the Separation, it is assumed that there are no dilutive equity instruments as there were no Knife River stock-based awards outstanding at the time.
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the applicable period. Diluted earnings per share is computed by dividing net income by the total of the weighted average number of shares of common stock outstanding during the applicable period, plus the effect of non-vested restricted stock units. Weighted average common shares outstanding is comprised of issued shares of 56,997,350 less shares held in treasury of 431,136, as described in Note 6. Basic and diluted earnings per share are calculated as follows, based on a reconciliation of the weighted-average common shares outstanding on a basic and diluted basis:
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(In thousands, except per share amounts)
Net income
$146,655 $99,657 $162,171 $98,210 
Weighted average common shares outstanding - basic56,566 56,566 56,566 56,566 
Effect of dilutive restricted stock units169 — 67 — 
Weighted average common shares outstanding - diluted56,735 56,566 56,633 56,566 
Shares excluded from the calculation of diluted earnings per share
— — — — 
Net income per share - basic
$2.59 $1.76 $2.87 $1.74 
Net income per share - diluted
$2.58 $1.76 $2.86 $1.74 
v3.23.3
Equity
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Equity Equity
On May 31, 2023, the Company issued 56,997,350 shares of common stock with a par value of $0.01 in connection with the Separation.
The Company historically held 538,921 shares of MDU Resources common stock through one of its subsidiaries. The historical shares are presented as MDU Resources' stock held by subsidiary on the Consolidated Statement of Equity. In connection with the Separation, Knife River entered into an agreement with MDU Resources to transfer the stock of MDU Resources held by its subsidiary to MDU Resources in exchange for 431,136 shares of Knife River common stock. The number of shares transferred to Knife River was based on the value of the stock at the time of the Separation. The historical MDU Resources common stock held by subsidiary at cost of $3.6 million at September 30, 2023, on the Consolidated Balance Sheets reflects the value of the MDU Resources common stock at the time it was granted to Knife River's subsidiary and will remain at the historical value since the exchange was between related parties. The 431,136 shares of Knife River common stock are presented as Treasury stock held at cost in the Consolidated Balance Sheet and reduce the number of common stock shares outstanding.
Stock-based compensation
Prior to the Separation, key employees of the Company participated in various stock-based compensation plans authorized and managed by MDU Resources. All awards granted under the plans were based on MDU Resources' common shares, however, Knife River recognized the expense for its participants in its financial statements.
At the time of the Separation, each outstanding MDU Resources time-vested restricted stock unit and performance share award held by a Knife River employee was converted into Knife River time-vested restricted stock units. The converted awards will continue to vest over the original vesting period, which is generally three years from the grant date. All performance share awards that were converted at the time of the Separation were first adjusted using a combined performance factor based on MDU Resources' actual performance as of December 31, 2022. The number of restricted stock units was determined by taking the closing per share price of MDU Resources on May 31, 2023, and dividing by the closing per share price of Knife River on June 1, 2023. The ratio used to convert the MDU Resources' share-based awards was designed to preserve the aggregate intrinsic value of the award immediately after the Separation when compared to the aggregate intrinsic value of the award immediately prior to the Separation. The existing unvested stock-based awards issued through MDU Resources' stock-based compensation plans were modified in connection with the Separation to maintain an equivalent value immediately before and after Separation. The impact of this modification will be recorded over the remaining vesting periods and was not material to the Company's stock-based compensation expense for the three or nine months ended September 30, 2023.
v3.23.3
Accumulated other comprehensive loss
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Accumulated other comprehensive loss Accumulated other comprehensive loss
The after-tax changes in the components of accumulated other comprehensive loss were as follows:
Net Unrealized
Loss on
Derivative
 Instruments
 Qualifying as
Hedges
Postretirement
 Liability
Adjustment
Total
Accumulated
 Other
Comprehensive
 Loss
 (In thousands)
At December 31, 2022$(90)$(12,262)$(12,352)
Amounts reclassified from accumulated other comprehensive loss46 47 93 
Net current-period other comprehensive income46 47 93 
At March 31, 2023$(44)$(12,215)$(12,259)
Other comprehensive loss before reclassification— (17)(17)
Amounts reclassified from accumulated other comprehensive loss44 48 92 
Net current-period other comprehensive income44 31 75 
At June 30, 2023$— $(12,184)$(12,184)
Other comprehensive loss before reclassification— — — 
Amounts reclassified from accumulated other comprehensive loss— 49 49 
Net current-period other comprehensive income— 49 49 
At September 30, 2023
$— $(12,135)$(12,135)
Net Unrealized
Loss on
Derivative
 Instruments
 Qualifying as
Hedges
Postretirement
 Liability
Adjustment
Total
Accumulated
 Other
Comprehensive
 Loss
 (In thousands)
At December 31, 2021$(418)$(24,072)$(24,490)
Amounts reclassified from accumulated other comprehensive loss82 221 303 
Net current-period other comprehensive income82 221 303 
At March 31, 2022$(336)$(23,851)$(24,187)
Other comprehensive income before reclassification— 5,820 5,820 
Amounts reclassified from accumulated other comprehensive loss82 220 302 
Net current-period other comprehensive income82 6,040 6,122 
At June 30, 2022$(254)$(17,811)$(18,065)
Amounts reclassified from accumulated other comprehensive loss82 221 303 
Net current-period other comprehensive income 82 221 303 
At September 30, 2022
$(172)$(17,590)$(17,762)
The following amounts were reclassified out of accumulated other comprehensive loss into net income. The amounts presented in parenthesis indicate a decrease to net income on the Consolidated Statements of Operations. The reclassifications were as follows:
Three Months EndedNine Months EndedLocation on Consolidated Statements of Operations
September 30,September 30,
2023202220232022
(In thousands)
Reclassification adjustment for loss on derivative income
$— $(109)$(118)$(326)Interest expense
— 27 28 80 Income taxes
— (82)(90)(246)
Amortization of postretirement liability losses included in net periodic benefit cost(65)(292)(191)(875)Other income
16 71 47 213 Income taxes
(49)(221)(144)(662)
Total reclassifications$(49)$(303)$(234)$(908)
v3.23.3
Revenue from contracts with customers
9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenue from contracts with customers Revenue from contracts with customers
Revenue is recognized when a performance obligation is satisfied by transferring control over a product or service to a customer. Revenue includes revenue from the sales of construction materials and contracting services. Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company is considered an agent for certain taxes collected from customers. As such, the Company presents revenues net of these taxes at the time of sale to be remitted to governmental authorities, including sales and use taxes. Revenue for construction materials is recognized at a point in time when delivery of the products has taken place. Contracting revenue is recognized over time using an input method based on the cost-to-cost measure of progress on a project.
Disaggregation
In the following tables, revenue is disaggregated by category for each segment and includes sales of materials to both third parties and internal customers. Due to consolidation requirements, the internal sales revenues must be eliminated against the construction materials product used in downstream materials and contracting services to arrive at the external operating revenues. The Company believes this level of disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. For more information on the Company’s reportable segments, see Note 15.
Three Months Ended September 30, 2023PacificNorthwestMountainNorth
Central
All OtherTotal
(In thousands)
Aggregates$33,624 $57,398 $39,519 $47,656 $15,388 $193,585 
Ready-mix concrete39,861 46,785 44,053 73,183 12,157 216,039 
Asphalt14,050 43,462 59,673 95,053 10,539 222,777 
Other81,081 4,497 11 10,211 118,312 214,112 
Contracting services public-sector32,632 68,316 135,700 181,779 23,483 441,910 
Contracting services private-sector17,745 25,144 43,944 8,526 46 95,405 
Internal sales(37,566)(36,683)(68,178)(111,288)(39,741)(293,456)
Revenues from contracts with customers
$181,427 $208,919 $254,722 $305,120 $140,184 $1,090,372 
Three Months Ended September 30, 2022PacificNorthwestMountainNorth
Central
All OtherTotal
(In thousands)
Aggregates$28,695 $52,614 $31,258 $45,039 $14,197 $171,803 
Ready-mix concrete35,395 45,600 37,334 64,496 16,082 198,907 
Asphalt10,935 45,110 45,553 96,830 7,133 205,561 
Other63,002 4,447 12 8,711 90,539 166,711 
Contracting services public-sector30,529 78,664 100,298 184,266 18,874 412,631 
Contracting services private-sector14,512 20,424 38,755 5,664 221 79,576 
Internal sales(30,710)(42,627)(49,089)(110,700)(26,635)(259,761)
Revenues from contracts with customers
$152,358 $204,232 $204,121 $294,306 $120,411 $975,428 
Nine Months Ended September 30, 2023PacificNorthwestMountainNorth
Central
All OtherTotal
(In thousands)
Aggregates$79,768 $147,937 $78,051 $81,999 $35,767 $423,522 
Ready-mix concrete106,531 125,273 92,929 139,369 33,604 497,706 
Asphalt21,640 84,908 89,955 141,942 22,888 361,333 
Other168,104 11,513 21 22,703 193,528 395,869 
Contracting services public-sector53,450 138,621 244,320 280,853 61,293 778,537 
Contracting services private-sector37,220 80,258 94,706 13,884 1,131 227,199 
Internal sales(75,345)(84,937)(108,888)(167,055)(64,479)(500,704)
Revenues from contracts with customers$391,368 $503,573 $491,094 $513,695 $283,732 $2,183,462 
Nine Months Ended September 30, 2022PacificNorthwestMountainNorth
Central
All OtherTotal
(In thousands)
Aggregates$72,088 $129,752 $67,388 $75,718 $40,892 $385,838 
Ready-mix concrete98,520 121,079 84,950 124,026 46,959 475,534 
Asphalt26,909 79,801 77,021 141,595 19,886 345,212 
Other143,140 11,804 26 20,766 152,757 328,493 
Contracting services public-sector63,450 141,783 202,495 275,797 52,933 736,458 
Contracting services private-sector38,922 60,321 91,783 8,809 863 200,698 
Internal Sales(76,911)(84,733)(90,654)(162,342)(60,386)(475,026)
Revenues from contracts with customers$366,118 $459,807 $433,009 $484,369 $253,904 $1,997,207 
v3.23.3
Uncompleted Contracts
9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Uncompleted contracts Uncompleted contracts
The timing of revenue recognition may differ from the timing of invoicing to customers. The timing of invoicing to customers does not necessarily correlate with the timing of revenues being recognized under the cost-to-cost method of accounting. Contracts from contracting services are billed as work progresses in accordance with agreed upon contractual terms. Generally, billing to the customer occurs contemporaneous to revenue recognition. A variance in timing of the billings may result in a contract asset or a contract liability. A contract asset occurs when revenues are recognized under the cost-to-cost measure of progress, which exceeds amounts billed on uncompleted contracts. Such amounts will be billed as standard contract terms allow, usually based on various measures of performance or achievement. A contract liability occurs when there are billings in excess of revenues recognized under the cost-to-cost measure of progress on uncompleted contracts. Contract liabilities decrease as revenue is recognized from the satisfaction of the related performance obligation.
The changes in contract assets and liabilities were as follows:
September 30, 2023December 31, 2022ChangeLocation on Consolidated Balance Sheets
(In thousands)
Contract assets
$50,545 $31,145 $19,400 Costs and estimated earnings in excess of billings on uncompleted contracts
Contract liabilities(58,785)(39,843)(18,942)Billings in excess of costs and estimated earnings on uncompleted contracts
Net contract liabilities
$(8,240)$(8,698)$458 
The Company recognized $3.4 million and $35.1 million in revenue for the three and nine months ended September 30, 2023, respectively, which was previously included in contract liabilities at December 31, 2022. The Company recognized $3.0 million and $29.2 million in revenue for the three and nine months ended September 30, 2022, respectively, which was previously included in contract liabilities at December 31, 2021.
The Company recognized a net increase in revenues of $12.1 million and $10.6 million for the three and nine months ended September 30, 2023, respectively, from performance obligations satisfied in prior periods. The Company recognized a net increase in revenues of $4.9 million and $10.4 million for the three and nine months ended September 30, 2022, respectively, from performance obligations satisfied in prior periods.
Remaining performance obligations
The remaining performance obligations, also referred to as backlog, include unrecognized revenues that the Company reasonably expects to be realized. These unrecognized revenues can include: projects that have a written award, a letter of intent, a notice to proceed, an agreed upon work order to perform work on mutually accepted terms and conditions and change orders or claims to the extent management believes additional contract revenues will be earned and are deemed probable of collection. The majority of the Company's contracts for contracting services have an original duration of less than one year.
At September 30, 2023, the Company's remaining performance obligations were $732.2 million. The Company expects to recognize the following revenue amounts in future periods related to these remaining performance obligations: $677.7 million within the next 12 months or less; $38.5 million within the next 13 to 24 months; and $16.0 million in 25 months or more.
v3.23.3
Goodwill and other intangible assets
9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and other intangible assets Goodwill and other intangible assets
The changes in the carrying amount of goodwill were as follows:
Balance at January 1, 2023Goodwill Acquired During the YearMeasurement
Period
Adjustments
Balance at September 30, 2023
 (In thousands)
Pacific$38,339 $— $(62)$38,277 
Northwest90,978 — — 90,978 
Mountain26,816 — — 26,816 
North Central75,879 — — 75,879 
All Other42,528 — — 42,528 
Total$274,540 $— $(62)$274,478 
Other amortizable intangible assets were as follows:
 September 30, 2023December 31, 2022
 (In thousands)
Customer relationships$18,540 $18,540 
Less accumulated amortization8,668 7,367 
 9,872 11,173 
Noncompete agreements4,039 4,039 
Less accumulated amortization3,358 2,985 
681 1,054 
Other2,479 5,279 
Less accumulated amortization1,569 4,076 
 910 1,203 
Total$11,463 $13,430 
Amortization expense for amortizable intangible assets for the three and nine months ended September 30, 2023, was $647,000 and $2.0 million, respectively. Amortization expense for amortizable intangible assets for the three and nine months ended September 30, 2022, was $729,000 and $2.1 million, respectively. Estimated amortization expense for identifiable intangible assets as of September 30, 2023, was:
Remainder of 20232024202520262027Thereafter
(In thousands)
Amortization expense$590 $2,157 $2,042 $1,739 $1,717 $3,218 
v3.23.3
Fair value measurements
9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Fair value measurements Fair value measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The fair value ASC establishes a hierarchy for grouping assets and liabilities, based on the significance of inputs. The estimated fair values of the Company's assets and liabilities measured on a recurring basis are determined using the market approach.
The Company measures its investments in certain fixed-income and equity securities at fair value with changes in fair value recognized in income. The Company anticipates using these investments, which consist of insurance contracts, to satisfy its obligations under its unfunded, nonqualified defined benefit and defined contribution plans for the Company's executive officers and certain key management employees, and invests in these fixed-income and equity securities for the purpose of earning investment returns and capital appreciation. These investments, which totaled $23.5 million and $20.1 million at September 30, 2023 and December 31, 2022, respectively, are classified as investments on the Consolidated Balance Sheets. The net unrealized loss on these investments was $597,000 for the three months ended September 30, 2023 and the net unrealized gain on these investments was $685,000 for the nine months ended September 30, 2023. The net unrealized loss on these investments was $541,000 and $3.2 million for the three and nine months ended September 30, 2022, respectively. The change in fair value, which is considered part of the cost of the plan, is classified in other income on the Consolidated Statements of Operations.
As part of the Separation, the Company retired certain insurance contracts used to satisfy its obligations under its unfunded, nonqualified defined contribution plan for the Company's executive officers and certain key management employees. The proceeds of the retired contracts totaled $4.8 million, which were used to purchase life insurance policies and re-invested in fixed-income and equity securities in the third quarter of 2023.
The Company's assets measured at fair value on a recurring basis were as follows:
 Fair Value Measurements at September 30, 2023, Using 
 Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Balance at September 30, 2023
(In thousands)
Assets:    
Money market funds$— $3,199 $— $3,199 
Insurance contracts*— 23,483 — 23,483 
Total assets measured at fair value$— $26,682 $— $26,682 
*    The insurance contracts invest approximately 41 percent in fixed-income investments, 19 percent in cash equivalents, 18 percent in common stock of large-cap companies, 8 percent in common stock of mid-cap companies, 8 percent target date investments, 5 percent in common stock of small-cap companies and 1 percent in international investments.
 Fair Value Measurements at December 31, 2022, Using 
Quoted Prices in
Active Markets
for Identical
Assets
 (Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
 (Level 3)
Balance at December 31, 2022
(In thousands)
Assets:    
Money market funds$— $2,448 $— $2,448 
Insurance contracts*— 20,083 — 20,083 
Total assets measured at fair value$— $22,531 $— $22,531 
*    The insurance contracts invest approximately 63 percent in fixed-income investments, 15 percent in common stock of large-cap companies, 8 percent in common stock of mid-cap companies, 6 percent in common stock of small-cap companies, 6 percent in target date investments and 2 percent in cash equivalents.
The Company’s Level 2 money market funds are valued at the net asset value of shares held at the end of the period, based on published market quotations on active markets, or using other known sources including pricing from outside sources. The estimated fair value of the Company’s Level 2 insurance contracts are based on contractual cash surrender values that are determined primarily by investments in managed separate accounts of the insurer. These amounts approximate fair value. The managed separate accounts are valued based on other observable inputs or corroborated market data.
Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.
The Company applies the provisions of the fair value measurement standard to its nonrecurring, non-financial measurements, including long-lived asset impairments. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. The Company reviews the carrying value of its long-lived assets, excluding goodwill, whenever events or changes in circumstances indicate that such carrying amounts may not be recoverable.
The Company's long-term debt is not measured at fair value on the Consolidated Balance Sheets and the fair value is being provided for disclosure purposes only. The fair value was categorized as Level 2 in the fair value hierarchy and was based on discounted cash flows using current market interest rates. The estimated fair value of the Company's Level 2 long-term debt was as follows:
 September 30, 2023
 (In thousands)
Carrying amount$698,747 
Fair value$700,687 
The carrying amounts of the Company's remaining financial instruments included in current assets and current liabilities approximate their fair values.
v3.23.3
Debt
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Debt Debt
Certain debt instruments of the Company contain restrictive covenants and cross-default provisions. In order to borrow under the debt agreements, the Company must be in compliance with the applicable covenants and certain other conditions, all of which management believes the Company, as applicable, was in compliance with at September 30, 2023. In the event the Company does not comply with the applicable covenants and other conditions, alternative sources of funding may need to be pursued.
On April 25, 2023, the Company issued $425.0 million of 7.75 percent senior notes due May 1, 2031, pursuant to an indenture.
On May 31, 2023, the Company entered into a senior secured credit agreement consisting of a $275.0 million term loan and a $350.0 million revolving credit facility. As of September 30, 2023, the Company had no outstanding borrowings against the revolving credit facility. Each debt facility has a SOFR-based interest rate and a maturity date of May 31, 2028. The term loan has a mandatory annual amortization of 2.50 percent for years one and two, 5.00 percent for years three and four, and 7.50 percent in the fifth year. The agreement contains customary covenants and provisions, including a covenant of Knife River not to permit, at any time, the ratio of total debt to trailing twelve month EBITDA to be greater than 4.75 to 1.00. The agreement also contains an interest coverage ratio covenant stating that Knife River’s trailing twelve month EBITDA to interest expense is to be no less than 2.25 to 1.00. The covenants also include restrictions on the sale of certain assets, loans and investments.
Knife River's wholly owned subsidiary companies, subject to certain exclusions and exceptions, are named as subsidiary guarantors of the senior notes and the senior secured credit agreement. In addition, Knife River has pledged substantially all of its assets as collateral, subject to certain exclusions and exceptions, for the senior secured credit agreement.
Long-term debt
Long-term Debt Outstanding Long-term debt outstanding was as follows:
 
Weighted
Average
Interest
Rate at
September 30, 2023
September 30, 2023
 (In thousands)
Term loan agreement due on May 31, 2028
7.52 %$273,281 
Senior notes due on May 1, 2031
7.75 %425,000 
Other notes due on January 1, 2061
— %466 
Less unamortized debt issuance costs16,016 
Total long-term debt682,731 
Less current maturities7,082 
Net long-term debt$675,649 
Schedule of Debt Maturities Long-term debt maturities, which excludes unamortized debt issuance costs, at September 30, 2023, were as follows:
Remainder of
2023
2024202520262027Thereafter
(In thousands)
Long-term debt maturities$1,719 $7,082 $10,520 $13,802 $17,187 $648,437 
v3.23.3
Income Taxes
9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
Income Tax Disclosure Income taxes
Post-Separation, the income tax provisions are calculated based on Knife River's operating footprint, as well as tax return elections and assertions. Current income tax liabilities including amounts for unrecognized tax benefits related to the Company's activities included in MDU Resources' income tax returns were deemed to be immediately settled with MDU Resources' final settlement allocation process as dictated by the MDU Resources' Tax Sharing Agreement.
Prior to the Separation, income tax expense and tax balances in the consolidated financial statements were calculated on a separate tax return basis. The separate tax return method applies the accounting guidance for income taxes to the stand-alone financial statements as if the Company were a separate taxpayer and a stand-alone enterprise. Management believes the assumptions supporting the allocation and presentation of income taxes on a separate return basis are reasonable. As a stand-alone entity, the Company will file tax returns on its own behalf, and tax balances and effective income tax rate may differ from the amounts reported in the historical periods.
Income tax expense is based on reported income before income taxes. Deferred income taxes reflect the tax effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws.
Valuation allowances are recognized to reduce deferred tax assets to the amount that will more likely than not be realized. In assessing the need for a valuation allowance, management considers all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies and actions. When there is a change in determination as to the amount of deferred tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to provision for income taxes in the period in which such determination is made.
The Company's cash tax payments for the year may vary significantly from prior years as a result of the timing of the Separation and the seasonality of the Company's business.
Other Tax Matters
Tax Matters Agreement In connection with the Separation, the Company entered into a tax matters agreement with MDU Resources. The tax matters agreement governs the respective rights, responsibilities, and obligations between the Company and MDU Resources after the Separation with respect to tax liabilities and benefits, tax attributes, tax returns, tax contests and other tax sharing regarding U.S. federal, state and local income taxes, other tax matters and related tax returns.
Tax Refunds and Attributes The tax matters agreement provides for the allocation of certain pre-closing tax attributes between the Company and MDU Resources. Tax attributes will be allocated in accordance with the principles set forth in the MDU Resources' Tax Sharing Agreement, then existing, unless otherwise required by law. Under the tax matters agreement, the Company will be entitled to refunds for taxes for which the Company is responsible.
v3.23.3
Cash flow information
9 Months Ended
Sep. 30, 2023
Supplemental Cash Flow Information [Abstract]  
Cash flow information Cash flow information
Cash expenditures for interest and income taxes were as follows:
Nine Months Ended
 September 30,
 20232022 
 (In thousands)
Interest paid, net
$32,028 $19,472 
Income taxes paid, net$22,183 $23,163 
Noncash investing and financing transactions were as follows:
Nine Months Ended
September 30,
20232022 
(In thousands)
Right-of-use assets obtained in exchange for new operating lease liabilities
$9,717 $5,851 
Property, plant and equipment additions in accounts payable
$2,832 $4,884 
Equity contribution from Centennial related to the Separation$64,724 $— 
Equity contribution to MDU Resources for asset/liability transfers related to the Separation$(1,548)$— 
MDU Resources' stock issued prior to spin in connection with a business combination$383 $— 
v3.23.3
Business segment data
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Business segment data Business segment data
The Company focuses on the vertical integration of its products and services by offering customers a single source for construction materials and related contracting services. The Company operates in 14 states across the United States. Its operating segments include: Pacific, Northwest, Mountain, North Central, South and Energy Services. The operating segments are organized by geographic region in the United States due to the cyclical nature of the construction work performed. The Company’s reportable segments are those that are based on the Company’s method of internal reporting and management of the business and are Pacific, Northwest, Mountain and North Central. The South and Energy Services operating segments do not meet the criteria to be reportable segments and, as such, are combined with its corporate services in All Other. Each segment is led by a segment president that reports to the Company’s chief operating officer. The chief operating officer works directly with the chief executive officer, the chief operating decision maker, to evaluate the performance of the segments using EBITDA and the allocation of resources.
All of the reportable segments mine, process and sell construction aggregates (crushed stone and sand and gravel); produce and sell asphalt; and produce and sell ready-mix concrete, as well as in some segments the sale of merchandise and other building materials and related services, as well as vertically integrating their contracting services to support the aggregate-based product lines including heavy-civil construction, asphalt and concrete paving, and site development and grading, and in some segments the manufacturing of prestressed concrete products. The Pacific segment and All Other also produce and sell liquid asphalt products and the Pacific segment sells cement. Although not common to all locations, within All Other is the sale of merchandise and other building materials and related services.
The information below follows the same accounting policies as described in the audited financial statements and notes included in the Company's Registration Statement on Form 10. Information on the Company's segments was as follows:
Three Months EndedNine Months Ended
September 30,September 30,
 2023 2022 2023 2022 
 (In thousands)
External operating revenues:   
Pacific$181,427 $152,358 $391,368 $366,118 
Northwest208,919 204,232 503,573 459,807 
Mountain254,722 204,121 491,094 433,009 
North Central305,120 294,306 513,695 484,369 
All Other140,184 120,411 283,732 253,904 
Total external operating revenues$1,090,372 $975,428 $2,183,462 $1,997,207 
Intersegment operating revenues:
Pacific$37,566 $30,710 $75,345 $76,911 
Northwest36,683 42,627 84,937 84,733 
Mountain68,178 49,089 108,888 90,654 
North Central111,288 110,700 167,055 162,342 
All Other39,741 26,635 64,479 60,386 
Total intersegment operating revenues$293,456 $259,761 $500,704 $475,026 
EBITDA:    
Pacific$37,558 $24,563 $56,486 $45,194 
Northwest48,867 43,797 102,711 79,774 
Mountain60,473 39,644 86,486 60,244 
North Central70,508 58,584 71,402 50,424 
All Other23,994 5,500 35,323 5,578 
Total segment EBITDA$241,400 $172,088 $352,408 $241,214 
A reconciliation of reportable segment operating revenues to consolidated operating revenues is as follows:
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(In thousands)
Total reportable segment operating revenues$1,203,903 $1,088,143 $2,335,955 $2,157,943 
Other operating revenues179,925 147,046 348,211 314,290 
Less:
Elimination of intersegment operating revenues293,456 259,761 500,704 475,026 
Total consolidated operating revenues$1,090,372 $975,428 $2,183,462 $1,997,207 
A reconciliation of reportable segment EBITDA to consolidated income before income taxes is as follows:
Three Months EndedNine Months Ended
Sept. 30,Sept. 30,
2023202220232022
(In thousands)
Total EBITDA for reportable segments$217,406 $166,588 $317,085 $235,636 
Other EBITDA23,994 5,500 35,323 5,578 
Less:
Depreciation, depletion and amortization31,752 30,450 92,511 88,551 
Interest expense, net*14,774 8,817 41,399 21,506 
Total consolidated income before income taxes
$194,874 $132,821 $218,498 $131,157 
*Interest, net is interest expense net of interest income.
v3.23.3
Employee benefit plans
9 Months Ended
Sep. 30, 2023
Retirement Benefits [Abstract]  
Employee benefit plans Employee benefit plans
The Company has noncontributory qualified defined benefit pension plans and other postretirement benefit plans for certain eligible employees. Prior to the Separation, Knife River was a participant in the MDU Resources postretirement benefit plan. The Company historically treated its share of the postretirement obligation under that plan as a single employer plan in accordance with ASC 715 - Compensation - Retirement Benefits and recorded the funded status and net periodic benefit cost associated with Knife River employees at Knife River. In connection with the Separation, effective June 1, 2023, Knife River established a new, stand-alone postretirement plan comparable to that of MDU Resources and transferred its obligations of $1.5 million for current participants (inclusive of employees that transferred to the Company from MDU Resources) to that plan. The Company's pension benefit plans were stand-alone for Knife River prior to the Separation.
Components of net periodic benefit cost for the Company's pension benefit plans were as follows:
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(In thousands)
Components of net periodic benefit cost:
Interest cost$408 $282 $1,224 $846 
Expected return on assets(450)(493)(1,350)(1,479)
Amortization of net actuarial loss128 214 384 642 
Net periodic benefit cost$86 $$258 $
Components of net periodic benefit cost for the Company's other postretirement benefit plans were as follows:
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(In thousands)
Components of net periodic benefit cost:
Service cost$91 $131 $270 $393 
Interest cost180 128 541 384 
Expected return on assets— (3)12 (9)
Amortization of prior service credit
(20)(20)(60)(60)
Amortization of net actuarial (gain) loss(43)88 (132)264 
Net periodic benefit cost$208 $324 $631 $972 

The components of net periodic benefit cost, other than the service cost component, are included in other income on the Consolidated Statements of Operations. The service cost component is included in selling, general and administrative expenses on the Consolidated Statements of Operations.
v3.23.3
Contingencies
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Contingencies Contingencies
The Company is party to claims and lawsuits arising out of its business and that of its consolidated subsidiaries, which may include, but are not limited to, matters involving property damage, personal injury, and environmental, contractual and statutory obligations. The Company accrues a liability for those contingencies when the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Company does not accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is probable or reasonably possible and which are material, the Company discloses the nature of the contingency and, in some circumstances, an estimate of the possible loss. Accruals are based on the best information available, but in certain situations management is unable to estimate an amount or range of a reasonably possible loss including, but not limited to when: (1) the damages are unsubstantiated or indeterminate, (2) the proceedings are in the early stages, (3) numerous parties are involved, or (4) the matter involves novel or unsettled legal theories.
At September 30, 2023 and December 31, 2022, the Company accrued contingent liabilities as a result of litigation, which have not been discounted, of $645,000 and $1.0 million, respectively. At December 31, 2022, the Company also recorded corresponding insurance receivables of $325,000 related to the accrued liabilities. Most of these claims and lawsuits are covered by insurance, thus the Company's exposure is typically limited to its deductible amount. The Company will continue to monitor each matter and adjust accruals as might be warranted based on new information and further developments. Management believes that the outcomes with respect to probable and reasonably possible losses in excess of the amounts accrued, net of insurance
recoveries, while uncertain, either cannot be estimated or will not have a material effect upon the Company's financial position, results of operations or cash flows. Unless otherwise required by GAAP, legal costs are expensed as they are incurred.
Environmental matters
The Company is a party to claims for the cleanup of a superfund site in Portland, Oregon. There were no material changes to the Company's environmental matters that were previously reported in the audited financial statements and notes included in the Company's Registration Statement on Form 10.
Guarantees
Certain subsidiaries of the Company have outstanding obligations to third parties where the Company has guaranteed their performance. These guarantees are related to contracts for contracting services and certain other guarantees. At September 30, 2023, the fixed maximum amounts guaranteed under these agreements aggregated to $11.5 million, all of which have no scheduled maturity date. Certain of the guarantees also have no fixed maximum amounts specified. There were no amounts outstanding under the previously mentioned guarantees at September 30, 2023.
Certain subsidiaries of the Company have outstanding letters of credit to third parties related to insurance policies, cement purchases and other agreements. At September 30, 2023, the fixed maximum amounts guaranteed under these letters of credit aggregated $4.8 million. At September 30, 2023, the amounts of scheduled expiration of the maximum amounts guaranteed under these letters of credit aggregate to $4.0 million in 2023 and $771,000 in 2024. There were no amounts outstanding under the previously mentioned letters of credit at September 30, 2023.
In the normal course of business, the Company has surety bonds related to contracts for contracting services, reclamation obligations and insurance policies of its subsidiaries. In the event a subsidiary of the Company does not fulfill a bonded obligation, the Company would be responsible to the surety bond company for completion of the bonded contract or obligation. A large portion of the surety bonds is expected to expire within the next 12 months; however, the Company will likely continue to enter into surety bonds for its subsidiaries in the future. At September 30, 2023, approximately $619.2 million of surety bonds were outstanding, which were not reflected on the Consolidated Balance Sheet.
v3.23.3
Related Party Disclosures
9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure Related-party transactions
Transition services agreements
As part of the Separation, MDU Resources is providing transition services to the Company and the Company is providing transition services to MDU Resources in accordance with the Transition Services Agreement entered into on May 30, 2023. For the three and nine months ended September 30, 2023, the Company paid $1.3 million and $1.9 million, respectively, related to these activities, which were reflected in selling, general and administrative expenses on the Consolidated Statements of Operations. For the three and nine months ended September 30, 2023, the Company received $407,000 and $684,000, respectively, related to these activities, which were reflected in other income (expense) on the Consolidated Statements of Operations. The majority of the transition services are expected to be completed over a period of one year, but no longer than two years after the Separation.
Related-party notes payable
The related-party notes payable to Centennial at May 30, 2023, was $889.7 million. As part of the Separation, Centennial made an equity contribution to the Company to release the Company of its obligation related to the outstanding notes payable. Also as part of the Separation, the Company issued $425.0 million of 7.75 percent senior notes due May 1, 2031, a credit agreement consisting of a $275.0 million term loan and a $350.0 million revolving credit facility, of which $190.0 million was drawn down at the time of the Separation. On May 31, 2023, the Company paid a dividend of $825.0 million from these proceeds to Centennial, which Centennial used to repay a portion of the Company's outstanding indebtedness. These transactions resulted in the Company receiving a net equity contribution of $64.7 million and is reflected as "Net transfers from Centennial and MDU Resources including separation adjustments" in the Consolidated Statement of Equity. Refer to Note 12 for additional information on the debt facilities entered into in connection with the Separation.
For additional information on the presentation of related-party transactions, see Note 2.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure                
Net Income (Loss) $ 146,655 $ 56,836 $ (41,320) $ 99,657 $ 38,562 $ (40,010) $ 162,171 $ 98,210
v3.23.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.3
Basis of presentation (Policies)
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of presentation
The accompanying consolidated interim financial statements were prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Interim financial statements do not include all disclosures provided in annual financial statements and, accordingly, these financial statements should be read in conjunction with the Company's Registration Statement on Form 10. The information is unaudited but includes adjustments that are, in the opinion of management, necessary for a fair presentation of the accompanying consolidated interim financial statements and are of a normal recurring nature.
On May 31, 2023, the Company became a stand-alone publicly traded company. Prior to the Separation on May 31, 2023, Knife River operated as a wholly owned subsidiary of Centennial and an indirect, wholly owned subsidiary of MDU Resources and not as a stand-alone company. These consolidated financial statements and footnotes reflect the historical financial position, results of operations and cash flows of the Company as historically managed within MDU Resources for the periods prior to the completion of the Separation and reflect the financial position, results of operations and cash flows as a stand-alone company for the period after the completion of the Separation. The historical consolidated financial statements and footnotes were prepared on a “carve-out” basis in connection with the Separation and were derived from the consolidated financial statements of MDU Resources as if the Company operated on a stand-alone basis during the periods presented, and were prepared utilizing the legal entity approach in conformity with GAAP. The results for the three and nine months ended September 30, 2022, vary from the previously reported MDU Resources' construction materials and contracting services segment due to an adjustment to a cost allocation for interim periods to conform with the Company's current year accounting. This adjustment does not impact the historical annual financial statements included in the Company's Registration Statement on Form 10. This adjustment increased cost of revenue for the three months ended September 30, 2022, by $4.4 million ($3.4 million after tax) and decreased cost of revenue for the nine months ended September 30, 2022, by $1.6 million ($1.2 million after tax). The adjustment is not considered material for the three or nine months ended September 30, 2022.
The Company utilized allocations and carve-out methodologies to prepare its historical consolidated financial statements and footnotes. The consolidated financial statements and footnotes herein may not be indicative of the Company's future performance or actual expenses that would have been incurred as a stand-alone company for the periods presented.
All revenues and costs, as well as assets and liabilities, directly associated with the business activity of the Company are included in the consolidated financial statements. In the periods prior to the Separation, the consolidated financial statements include expense allocations for certain functions provided by MDU Resources and Centennial, including, but not limited to certain general corporate expenses related to senior management, legal, human resources, finance and accounting, treasury, information technology, communications, procurement, tax, insurance and other shared services. These general corporate expenses are included in the Consolidated Statements of Operations within selling, general and administrative expenses and other income (expense). There were no amounts allocated to Knife River for the three months ended September 30, 2023, and $8.7 million was allocated for the nine months ended September 30, 2023. For the three and nine months ended September 30, 2022, there was $3.8 million and $13.4 million, respectively, allocated to Knife River. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder principally allocated on the basis of percent of total capital invested or other allocation methodologies that are considered to be a reasonable reflection of the utilization of the services provided to the benefits received, including the following: number of employees paid and stated as cost per check; number of employees served; weighted factor of travel, managed units, national account spending, equipment and fleet acquisitions; purchase order dollars spent and purchase order line count; number of payments, vouchers or unclaimed property reports; labor hours; time tracked; and projected workload.
Prior to the Separation, Knife River historically participated in Centennial’s centralized cash management program, including its overall financing arrangements. This arrangement is not reflective of the manner in which the Company would have been able to finance its operations had it been independent from MDU Resources for the period prior to the completion of the Separation. Knife River had related-party note agreements in place with Centennial for the financing of its capital needs, which are reflected as related-party notes payable on the Consolidated Balance Sheets as of December 31, 2022. The related-party notes payable to Centennial at May 30, 2023, was $889.7 million. As part of the Separation, Centennial made an equity contribution to the Company to release the Company of its obligation related to the outstanding notes payable. Also as part of the Separation, the Company entered into debt agreements and subsequently paid a dividend of $825.0 million from the debt proceeds to Centennial, which Centennial used to repay a portion of the Company's outstanding indebtedness. These transactions resulted in the Company receiving a net equity contribution of $64.7 million and is reflected as "Net transfers from Centennial and MDU Resources including separation adjustments" in the Consolidated Statement of Equity. Interest expense in the Consolidated Statements of Operations includes the allocation of interest on borrowing and funding associated with the related-party note agreements for periods prior to the Separation.
Prior to the Separation, income tax expense and tax balances in the consolidated financial statements were calculated on a separate tax return basis. The separate tax return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company were a separate taxpayer and a standalone enterprise. Management believes the assumptions supporting the allocation and presentation of income taxes on a separate return basis are reasonable. As a stand-alone entity, the Company will file tax returns on its own behalf, and tax balances and effective income tax rate may differ from the amounts reported in the historical periods.
Management has also evaluated the impact of events occurring after September 30, 2023, up to the date of issuance of these consolidated interim financial statements on November 6, 2023, that would require recognition or disclosure in the Consolidated Financial Statements.
Consolidation, Policy For the pre-Separation periods, the accompanying financial statements of the Company were derived from the consolidated financial statements and accounting records of MDU Resources as if the Company and its wholly owned subsidiaries operated on a stand-alone basis during the periods presented. The consolidated financial statements were prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying consolidated financial statements. Related-party transactions between the Company and MDU Resources or Centennial for general operating activities and intercompany debt have been included in the consolidated financial statements for the pre-Separation periods. These related-party transactions were settled in cash and are reflected in the pre-Separation Consolidated Balance Sheets as “Due from related-party” or “Due to related-party” with the aggregate net effect reflected in the Consolidated Statements of Cash Flows within operating activities and “Related-party notes payable” with the aggregate net effect reflected in the Consolidated Statements of Cash Flows within financing activities. The aggregate net effect of related-party transactions not settled in cash as part of the Separation have been reflected in the pre-Separation Consolidated Balance Sheet within “Other paid-in capital”. See Note 18 for additional information on related-party transactions.
Use of Estimates, Policy The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates are used for items such as long-lived assets and goodwill; fair values of acquired assets and liabilities under the acquisition method of accounting; aggregate reserves; property depreciable lives; tax provisions; revenue recognized using the cost-to-cost measure of progress for contracts; expected credit losses; environmental and other loss contingencies; costs on contracting services contracts; actuarially determined benefit costs; asset retirement obligations; lease classification; present value of right-of-use assets and lease liabilities; and the valuation of stock-based compensation. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.
New accounting standards There have been no recent accounting standards that are expected to materially affect the Company.
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash and cash equivalents.
Seasonality of operations Some of the Company's operations are seasonal and revenues from, and certain expenses for, such operations may fluctuate significantly among quarterly periods, with lower activity in the winter months and higher activity in the summer months.
v3.23.3
Receivables and allowance for expected credit losses (Policies)
9 Months Ended
Sep. 30, 2023
Credit Loss [Abstract]  
Accounts receivable and allowance for doubtful accounts Receivables consist primarily of trade and contract receivables for the sale of goods and services net of expected credit losses. A majority of the Company's receivables are due in 30 days or less.
Expected credit loss The Company's expected credit losses are determined through a review using historical credit loss experience; changes in asset specific characteristics; current conditions; and reasonable and supportable future forecasts, among other specific account data, and is performed at least quarterly. The Company develops and documents its methodology to determine its allowance for expected credit losses. Risk characteristics used by the Company may include customer mix, knowledge of customers and general economic conditions of the various local economies, among others. Specific account balances are written off when management determines the amounts to be uncollectible.
v3.23.3
Earnings per share (Policies)
9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Earnings per share Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the applicable period. Diluted earnings per share is computed by dividing net income by the total of the weighted average number of shares of common stock outstanding during the applicable period, plus the effect of non-vested restricted stock units.
v3.23.3
Revenue from contracts with customers (Policies)
9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenue from contracts with customers Revenue is recognized when a performance obligation is satisfied by transferring control over a product or service to a customer. Revenue includes revenue from the sales of construction materials and contracting services. Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company is considered an agent for certain taxes collected from customers. As such, the Company presents revenues net of these taxes at the time of sale to be remitted to governmental authorities, including sales and use taxes. Revenue for construction materials is recognized at a point in time when delivery of the products has taken place. Contracting revenue is recognized over time using an input method based on the cost-to-cost measure of progress on a project.
v3.23.3
Fair value disclosures (Policies)
9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Fair value measurements The Company measures its investments in certain fixed-income and equity securities at fair value with changes in fair value recognized in income.
v3.23.3
Income Taxes (Policies)
9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
Income Tax, Policy Income tax expense is based on reported income before income taxes. Deferred income taxes reflect the tax effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws.Valuation allowances are recognized to reduce deferred tax assets to the amount that will more likely than not be realized. In assessing the need for a valuation allowance, management considers all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies and actions. When there is a change in determination as to the amount of deferred tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to provision for income taxes in the period in which such determination is made.
v3.23.3
Business segment data (Policies)
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Business segment data The Company’s reportable segments are those that are based on the Company’s method of internal reporting and management of the business and are Pacific, Northwest, Mountain and North Central. The South and Energy Services operating segments do not meet the criteria to be reportable segments and, as such, are combined with its corporate services in All Other. Each segment is led by a segment president that reports to the Company’s chief operating officer. The chief operating officer works directly with the chief executive officer, the chief operating decision maker, to evaluate the performance of the segments using EBITDA and the allocation of resources.
v3.23.3
Contingencies (Policies)
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Contingencies The Company is party to claims and lawsuits arising out of its business and that of its consolidated subsidiaries, which may include, but are not limited to, matters involving property damage, personal injury, and environmental, contractual and statutory obligations. The Company accrues a liability for those contingencies when the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Company does not accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is probable or reasonably possible and which are material, the Company discloses the nature of the contingency and, in some circumstances, an estimate of the possible loss. Accruals are based on the best information available, but in certain situations management is unable to estimate an amount or range of a reasonably possible loss including, but not limited to when: (1) the damages are unsubstantiated or indeterminate, (2) the proceedings are in the early stages, (3) numerous parties are involved, or (4) the matter involves novel or unsettled legal theories.
v3.23.3
Receivables and allowance for expected credit losses (Tables)
9 Months Ended
Sep. 30, 2023
Credit Loss [Abstract]  
Schedule of Accounts, Notes, Loans and Financing Receivable Receivables were as follows:
September 30, 2023December 31, 2022
(In thousands)
Trade receivables$236,373$104,347
Contract receivables223,87482,428
Retention receivables37,81428,859
Receivables, gross498,061215,634
Less expected credit loss6,1955,477
Receivables, net$491,866$210,157
Accounts Receivable, Allowance for Credit Loss
Details of the Company's expected credit losses were as follows:
PacificNorthwestMountainNorth
Central
All OtherTotal
 (In thousands)
At December 31, 2022
$2,045 $1,253 $1,278 $839 $62 $5,477 
Current expected credit loss provision45 313 164 (89)(1)432 
Less write-offs charged against the allowance68 18 — — 87 
At March 31, 2023$2,089 $1,498 $1,424 $750 $61 $5,822 
Current expected credit loss provision74 631 (132)583 
Less write-offs charged against the allowance18 512 — 535 
At June 30, 2023$2,080 $1,060 $2,052 $618 $60 $5,870 
Current expected credit loss provision46 242 (152)215 20 371 
Less write-offs charged against the allowance26 13 — 46 
At September 30, 2023$2,100 $1,298 $1,887 $830 $80 $6,195 
PacificNorthwestMountainNorth
Central
All OtherTotal
 (In thousands)
At December 31, 2021$2,052 $512 $1,610 $1,152 $80 $5,406 
Current expected credit loss provision(125)(130)(5)(253)
Less write-offs charged against the allowance20 26 
At March 31, 2022$2,052 $367 $1,477 $1,157 $74 $5,127 
Current expected credit loss provision11 58 (17)(37)(3)12 
Less write-offs charged against the allowance— 56 47 109 
At June 30, 2022$2,063 $369 $1,456 $1,073 $69 $5,030 
Current expected credit loss provision(6)194 (111)(141)(55)
Less write-offs charged against the allowance40 16 76 
At September 30, 2022$2,048 $556 $1,305 $928 $62 $4,899 
v3.23.3
Inventories (Tables)
9 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
Inventories
Inventories on the Consolidated Balance Sheets were as follows:
 September 30, 2023December 31, 2022
 (In thousands)
Finished products$213,702 $211,496 
Raw materials63,156 78,571 
Supplies and parts37,853 33,210 
Total$314,711 $323,277 
v3.23.3
Earnings per share (Tables)
9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Weighted average common shares outstanding Basic and diluted earnings per share are calculated as follows, based on a reconciliation of the weighted-average common shares outstanding on a basic and diluted basis:
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(In thousands, except per share amounts)
Net income
$146,655 $99,657 $162,171 $98,210 
Weighted average common shares outstanding - basic56,566 56,566 56,566 56,566 
Effect of dilutive restricted stock units169 — 67 — 
Weighted average common shares outstanding - diluted56,735 56,566 56,633 56,566 
Shares excluded from the calculation of diluted earnings per share
— — — — 
Net income per share - basic
$2.59 $1.76 $2.87 $1.74 
Net income per share - diluted
$2.58 $1.76 $2.86 $1.74 
v3.23.3
Accumulated other comprehensive loss (Tables)
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Accumulated comprehensive loss
The after-tax changes in the components of accumulated other comprehensive loss were as follows:
Net Unrealized
Loss on
Derivative
 Instruments
 Qualifying as
Hedges
Postretirement
 Liability
Adjustment
Total
Accumulated
 Other
Comprehensive
 Loss
 (In thousands)
At December 31, 2022$(90)$(12,262)$(12,352)
Amounts reclassified from accumulated other comprehensive loss46 47 93 
Net current-period other comprehensive income46 47 93 
At March 31, 2023$(44)$(12,215)$(12,259)
Other comprehensive loss before reclassification— (17)(17)
Amounts reclassified from accumulated other comprehensive loss44 48 92 
Net current-period other comprehensive income44 31 75 
At June 30, 2023$— $(12,184)$(12,184)
Other comprehensive loss before reclassification— — — 
Amounts reclassified from accumulated other comprehensive loss— 49 49 
Net current-period other comprehensive income— 49 49 
At September 30, 2023
$— $(12,135)$(12,135)
Net Unrealized
Loss on
Derivative
 Instruments
 Qualifying as
Hedges
Postretirement
 Liability
Adjustment
Total
Accumulated
 Other
Comprehensive
 Loss
 (In thousands)
At December 31, 2021$(418)$(24,072)$(24,490)
Amounts reclassified from accumulated other comprehensive loss82 221 303 
Net current-period other comprehensive income82 221 303 
At March 31, 2022$(336)$(23,851)$(24,187)
Other comprehensive income before reclassification— 5,820 5,820 
Amounts reclassified from accumulated other comprehensive loss82 220 302 
Net current-period other comprehensive income82 6,040 6,122 
At June 30, 2022$(254)$(17,811)$(18,065)
Amounts reclassified from accumulated other comprehensive loss82 221 303 
Net current-period other comprehensive income 82 221 303 
At September 30, 2022
$(172)$(17,590)$(17,762)
Reclassification out of accumulated other comprehensive loss
The following amounts were reclassified out of accumulated other comprehensive loss into net income. The amounts presented in parenthesis indicate a decrease to net income on the Consolidated Statements of Operations. The reclassifications were as follows:
Three Months EndedNine Months EndedLocation on Consolidated Statements of Operations
September 30,September 30,
2023202220232022
(In thousands)
Reclassification adjustment for loss on derivative income
$— $(109)$(118)$(326)Interest expense
— 27 28 80 Income taxes
— (82)(90)(246)
Amortization of postretirement liability losses included in net periodic benefit cost(65)(292)(191)(875)Other income
16 71 47 213 Income taxes
(49)(221)(144)(662)
Total reclassifications$(49)$(303)$(234)$(908)
v3.23.3
Revenue from contracts with customers (Tables)
9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Disaggregation of revenue
In the following tables, revenue is disaggregated by category for each segment and includes sales of materials to both third parties and internal customers. Due to consolidation requirements, the internal sales revenues must be eliminated against the construction materials product used in downstream materials and contracting services to arrive at the external operating revenues. The Company believes this level of disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. For more information on the Company’s reportable segments, see Note 15.
Three Months Ended September 30, 2023PacificNorthwestMountainNorth
Central
All OtherTotal
(In thousands)
Aggregates$33,624 $57,398 $39,519 $47,656 $15,388 $193,585 
Ready-mix concrete39,861 46,785 44,053 73,183 12,157 216,039 
Asphalt14,050 43,462 59,673 95,053 10,539 222,777 
Other81,081 4,497 11 10,211 118,312 214,112 
Contracting services public-sector32,632 68,316 135,700 181,779 23,483 441,910 
Contracting services private-sector17,745 25,144 43,944 8,526 46 95,405 
Internal sales(37,566)(36,683)(68,178)(111,288)(39,741)(293,456)
Revenues from contracts with customers
$181,427 $208,919 $254,722 $305,120 $140,184 $1,090,372 
Three Months Ended September 30, 2022PacificNorthwestMountainNorth
Central
All OtherTotal
(In thousands)
Aggregates$28,695 $52,614 $31,258 $45,039 $14,197 $171,803 
Ready-mix concrete35,395 45,600 37,334 64,496 16,082 198,907 
Asphalt10,935 45,110 45,553 96,830 7,133 205,561 
Other63,002 4,447 12 8,711 90,539 166,711 
Contracting services public-sector30,529 78,664 100,298 184,266 18,874 412,631 
Contracting services private-sector14,512 20,424 38,755 5,664 221 79,576 
Internal sales(30,710)(42,627)(49,089)(110,700)(26,635)(259,761)
Revenues from contracts with customers
$152,358 $204,232 $204,121 $294,306 $120,411 $975,428 
Nine Months Ended September 30, 2023PacificNorthwestMountainNorth
Central
All OtherTotal
(In thousands)
Aggregates$79,768 $147,937 $78,051 $81,999 $35,767 $423,522 
Ready-mix concrete106,531 125,273 92,929 139,369 33,604 497,706 
Asphalt21,640 84,908 89,955 141,942 22,888 361,333 
Other168,104 11,513 21 22,703 193,528 395,869 
Contracting services public-sector53,450 138,621 244,320 280,853 61,293 778,537 
Contracting services private-sector37,220 80,258 94,706 13,884 1,131 227,199 
Internal sales(75,345)(84,937)(108,888)(167,055)(64,479)(500,704)
Revenues from contracts with customers$391,368 $503,573 $491,094 $513,695 $283,732 $2,183,462 
Nine Months Ended September 30, 2022PacificNorthwestMountainNorth
Central
All OtherTotal
(In thousands)
Aggregates$72,088 $129,752 $67,388 $75,718 $40,892 $385,838 
Ready-mix concrete98,520 121,079 84,950 124,026 46,959 475,534 
Asphalt26,909 79,801 77,021 141,595 19,886 345,212 
Other143,140 11,804 26 20,766 152,757 328,493 
Contracting services public-sector63,450 141,783 202,495 275,797 52,933 736,458 
Contracting services private-sector38,922 60,321 91,783 8,809 863 200,698 
Internal Sales(76,911)(84,733)(90,654)(162,342)(60,386)(475,026)
Revenues from contracts with customers$366,118 $459,807 $433,009 $484,369 $253,904 $1,997,207 
v3.23.3
Uncompleted contracts (Tables)
9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Contract balances
The changes in contract assets and liabilities were as follows:
September 30, 2023December 31, 2022ChangeLocation on Consolidated Balance Sheets
(In thousands)
Contract assets
$50,545 $31,145 $19,400 Costs and estimated earnings in excess of billings on uncompleted contracts
Contract liabilities(58,785)(39,843)(18,942)Billings in excess of costs and estimated earnings on uncompleted contracts
Net contract liabilities
$(8,240)$(8,698)$458 
v3.23.3
Goodwill and other intangible assets (Tables)
9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Changes in the carrying amount of goodwill
The changes in the carrying amount of goodwill were as follows:
Balance at January 1, 2023Goodwill Acquired During the YearMeasurement
Period
Adjustments
Balance at September 30, 2023
 (In thousands)
Pacific$38,339 $— $(62)$38,277 
Northwest90,978 — — 90,978 
Mountain26,816 — — 26,816 
North Central75,879 — — 75,879 
All Other42,528 — — 42,528 
Total$274,540 $— $(62)$274,478 
Other amortizable intangible assets
Other amortizable intangible assets were as follows:
 September 30, 2023December 31, 2022
 (In thousands)
Customer relationships$18,540 $18,540 
Less accumulated amortization8,668 7,367 
 9,872 11,173 
Noncompete agreements4,039 4,039 
Less accumulated amortization3,358 2,985 
681 1,054 
Other2,479 5,279 
Less accumulated amortization1,569 4,076 
 910 1,203 
Total$11,463 $13,430 
Estimated amortization expense Estimated amortization expense for identifiable intangible assets as of September 30, 2023, was:
Remainder of 20232024202520262027Thereafter
(In thousands)
Amortization expense$590 $2,157 $2,042 $1,739 $1,717 $3,218 
v3.23.3
Fair value measurements (Tables)
9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Assets and liabilities measured at fair value on a recurring basis
The Company's assets measured at fair value on a recurring basis were as follows:
 Fair Value Measurements at September 30, 2023, Using 
 Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Balance at September 30, 2023
(In thousands)
Assets:    
Money market funds$— $3,199 $— $3,199 
Insurance contracts*— 23,483 — 23,483 
Total assets measured at fair value$— $26,682 $— $26,682 
*    The insurance contracts invest approximately 41 percent in fixed-income investments, 19 percent in cash equivalents, 18 percent in common stock of large-cap companies, 8 percent in common stock of mid-cap companies, 8 percent target date investments, 5 percent in common stock of small-cap companies and 1 percent in international investments.
 Fair Value Measurements at December 31, 2022, Using 
Quoted Prices in
Active Markets
for Identical
Assets
 (Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
 (Level 3)
Balance at December 31, 2022
(In thousands)
Assets:    
Money market funds$— $2,448 $— $2,448 
Insurance contracts*— 20,083 — 20,083 
Total assets measured at fair value$— $22,531 $— $22,531 
*    The insurance contracts invest approximately 63 percent in fixed-income investments, 15 percent in common stock of large-cap companies, 8 percent in common stock of mid-cap companies, 6 percent in common stock of small-cap companies, 6 percent in target date investments and 2 percent in cash equivalents.
Fair Value, by Balance Sheet Grouping The estimated fair value of the Company's Level 2 long-term debt was as follows:
 September 30, 2023
 (In thousands)
Carrying amount$698,747 
Fair value$700,687 
v3.23.3
Debt (Tables)
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Long-term debt outstanding Long-term debt outstanding was as follows:
 
Weighted
Average
Interest
Rate at
September 30, 2023
September 30, 2023
 (In thousands)
Term loan agreement due on May 31, 2028
7.52 %$273,281 
Senior notes due on May 1, 2031
7.75 %425,000 
Other notes due on January 1, 2061
— %466 
Less unamortized debt issuance costs16,016 
Total long-term debt682,731 
Less current maturities7,082 
Net long-term debt$675,649 
Schedule of debt maturities Long-term debt maturities, which excludes unamortized debt issuance costs, at September 30, 2023, were as follows:
Remainder of
2023
2024202520262027Thereafter
(In thousands)
Long-term debt maturities$1,719 $7,082 $10,520 $13,802 $17,187 $648,437 
v3.23.3
Cash flow information (Tables)
9 Months Ended
Sep. 30, 2023
Supplemental Cash Flow Information [Abstract]  
Cash expenditures for interest and income taxes and noncash investing and financing transactions
Cash expenditures for interest and income taxes were as follows:
Nine Months Ended
 September 30,
 20232022 
 (In thousands)
Interest paid, net
$32,028 $19,472 
Income taxes paid, net$22,183 $23,163 
Noncash investing and financing transactions were as follows:
Nine Months Ended
September 30,
20232022 
(In thousands)
Right-of-use assets obtained in exchange for new operating lease liabilities
$9,717 $5,851 
Property, plant and equipment additions in accounts payable
$2,832 $4,884 
Equity contribution from Centennial related to the Separation$64,724 $— 
Equity contribution to MDU Resources for asset/liability transfers related to the Separation$(1,548)$— 
MDU Resources' stock issued prior to spin in connection with a business combination$383 $— 
v3.23.3
Business segment data (Tables)
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Information on the Company's businesses Information on the Company's segments was as follows:
Three Months EndedNine Months Ended
September 30,September 30,
 2023 2022 2023 2022 
 (In thousands)
External operating revenues:   
Pacific$181,427 $152,358 $391,368 $366,118 
Northwest208,919 204,232 503,573 459,807 
Mountain254,722 204,121 491,094 433,009 
North Central305,120 294,306 513,695 484,369 
All Other140,184 120,411 283,732 253,904 
Total external operating revenues$1,090,372 $975,428 $2,183,462 $1,997,207 
Intersegment operating revenues:
Pacific$37,566 $30,710 $75,345 $76,911 
Northwest36,683 42,627 84,937 84,733 
Mountain68,178 49,089 108,888 90,654 
North Central111,288 110,700 167,055 162,342 
All Other39,741 26,635 64,479 60,386 
Total intersegment operating revenues$293,456 $259,761 $500,704 $475,026 
EBITDA:    
Pacific$37,558 $24,563 $56,486 $45,194 
Northwest48,867 43,797 102,711 79,774 
Mountain60,473 39,644 86,486 60,244 
North Central70,508 58,584 71,402 50,424 
All Other23,994 5,500 35,323 5,578 
Total segment EBITDA$241,400 $172,088 $352,408 $241,214 
Reconciliation of Revenue from Segments to Consolidated
A reconciliation of reportable segment operating revenues to consolidated operating revenues is as follows:
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(In thousands)
Total reportable segment operating revenues$1,203,903 $1,088,143 $2,335,955 $2,157,943 
Other operating revenues179,925 147,046 348,211 314,290 
Less:
Elimination of intersegment operating revenues293,456 259,761 500,704 475,026 
Total consolidated operating revenues$1,090,372 $975,428 $2,183,462 $1,997,207 
Segment, Reconciliation of Other Items from Segments to Consolidated
A reconciliation of reportable segment EBITDA to consolidated income before income taxes is as follows:
Three Months EndedNine Months Ended
Sept. 30,Sept. 30,
2023202220232022
(In thousands)
Total EBITDA for reportable segments$217,406 $166,588 $317,085 $235,636 
Other EBITDA23,994 5,500 35,323 5,578 
Less:
Depreciation, depletion and amortization31,752 30,450 92,511 88,551 
Interest expense, net*14,774 8,817 41,399 21,506 
Total consolidated income before income taxes
$194,874 $132,821 $218,498 $131,157 
*Interest, net is interest expense net of interest income.
v3.23.3
Employee benefit plans (Tables)
9 Months Ended
Sep. 30, 2023
Retirement Benefits [Abstract]  
Schedule of net benefit costs
Components of net periodic benefit cost for the Company's pension benefit plans were as follows:
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(In thousands)
Components of net periodic benefit cost:
Interest cost$408 $282 $1,224 $846 
Expected return on assets(450)(493)(1,350)(1,479)
Amortization of net actuarial loss128 214 384 642 
Net periodic benefit cost$86 $$258 $
Components of net periodic benefit cost for the Company's other postretirement benefit plans were as follows:
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
(In thousands)
Components of net periodic benefit cost:
Service cost$91 $131 $270 $393 
Interest cost180 128 541 384 
Expected return on assets— (3)12 (9)
Amortization of prior service credit
(20)(20)(60)(60)
Amortization of net actuarial (gain) loss(43)88 (132)264 
Net periodic benefit cost$208 $324 $631 $972 
v3.23.3
Background (Details)
May 31, 2023
Restructuring and Related Activities [Abstract]  
Percent of Shares Distributed in Conjunction with Spinoff 90.00%
Percent of Shares, Retained by Parent, in Conjunction with Spinoff 10.00%
v3.23.3
Basis of presentation (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
May 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]          
Form 10 Separation Adjustments to Costs of Goods Sold     $ 4.4   $ (1.6)
Form 10 Separation Adjustments to Net Income     3.4   (1.2)
Costs and Expenses, Related Party   $ 0.0 $ 3.8 $ 8.7 $ 13.4
Related-party notes payable to Centennial $ 889.7        
Dividend paid from debt proceeds to Centennial 825.0        
Net contribution from Centennial after repayment of notes $ 64.7        
v3.23.3
Basis of presentation (Details 2) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Cash, cash equivalents and restricted cash $ 116,159 $ 10,090 $ 19,028 $ 13,848
Cash and cash equivalents 84,000      
Restricted cash $ 32,200   $ 0  
v3.23.3
Receivables and allowance for expected credit losses (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Credit Loss [Abstract]    
Accounts Receivable, Noncurrent, 90 Days or More Past Due, Still Accruing $ 14.4 $ 11.2
v3.23.3
Receivables and allowance for expected credit losses (Details 2) - Trade Accounts Receivable - USD ($)
$ in Thousands
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]                
Trade receivables $ 236,373     $ 104,347        
Contract receivables 223,874     82,428        
Retention receivables 37,814     28,859        
Receivables, gross 498,061     215,634        
Less expected credit loss 6,195 $ 5,870 $ 5,822 5,477 $ 4,899 $ 5,030 $ 5,127 $ 5,406
Receivables, net $ 491,866     $ 210,157        
v3.23.3
Receivables and allowance for expected credit losses (Details 3) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]                
Provision for credit losses             $ 1,386 $ (296)
Trade Accounts Receivable                
Accounts Receivable, Allowance for Credit Loss [Roll Forward]                
Balance $ 5,870 $ 5,822 $ 5,477 $ 5,030 $ 5,127 $ 5,406 5,477 5,406
Provision for credit losses 371 583 432 (55) 12 (253)    
Less write-offs charged against the allowance 46 535 87 76 109 26    
Balance 6,195 5,870 5,822 4,899 5,030 5,127 6,195 4,899
Pacific | Trade Accounts Receivable                
Accounts Receivable, Allowance for Credit Loss [Roll Forward]                
Balance 2,080 2,089 2,045 2,063 2,052 2,052 2,045 2,052
Provision for credit losses 46 9 45 (6) 11 1    
Less write-offs charged against the allowance 26 18 1 9 0 1    
Balance 2,100 2,080 2,089 2,048 2,063 2,052 2,100 2,048
Northwest | Trade Accounts Receivable                
Accounts Receivable, Allowance for Credit Loss [Roll Forward]                
Balance 1,060 1,498 1,253 369 367 512 1,253 512
Provision for credit losses 242 74 313 194 58 (125)    
Less write-offs charged against the allowance 4 512 68 7 56 20    
Balance 1,298 1,060 1,498 556 369 367 1,298 556
Mountain | Trade Accounts Receivable                
Accounts Receivable, Allowance for Credit Loss [Roll Forward]                
Balance 2,052 1,424 1,278 1,456 1,477 1,610 1,278 1,610
Provision for credit losses (152) 631 164 (111) (17) (130)    
Less write-offs charged against the allowance 13 3 18 40 4 3    
Balance 1,887 2,052 1,424 1,305 1,456 1,477 1,887 1,305
North Central | Trade Accounts Receivable                
Accounts Receivable, Allowance for Credit Loss [Roll Forward]                
Balance 618 750 839 1,073 1,157 1,152 839 1,152
Provision for credit losses 215 (132) (89) (141) (37) 6    
Less write-offs charged against the allowance 3 0 0 4 47 1    
Balance 830 618 750 928 1,073 1,157 830 928
All Other | Trade Accounts Receivable                
Accounts Receivable, Allowance for Credit Loss [Roll Forward]                
Balance 60 61 62 69 74 80 62 80
Provision for credit losses 20 1 (1) 9 (3) (5)    
Less write-offs charged against the allowance 0 2 0 16 2 1    
Balance $ 80 $ 60 $ 61 $ 62 $ 69 $ 74 $ 80 $ 62
v3.23.3
Inventories (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Finished products $ 213,702 $ 211,496
Raw materials 63,156 78,571
Supplies and parts 37,853 33,210
Total $ 314,711 $ 323,277
v3.23.3
Earnings per share (Details 1) - shares
May 31, 2023
Dec. 31, 2022
Earnings Per Share [Abstract]    
Common Stock, Shares, Issued 56,997,350 80,000
Treasury Stock, Common, Shares (431,136)  
v3.23.3
Earnings per share (Details 2) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Earnings Per Share [Abstract]                
Net Income (Loss) $ 146,655 $ 56,836 $ (41,320) $ 99,657 $ 38,562 $ (40,010) $ 162,171 $ 98,210
Weighted Average Number of Shares Outstanding, Basic 56,566     56,566     56,566 56,566
Effect of dilutive restricted stock units 169     0     67 0
Weighted average common shares outstanding - diluted 56,735     56,566     56,633 56,566
Shares excluded from the calculation of diluted earnings per share 0     0     0 0
Income per share, Basic, Total $ 2.59     $ 1.76     $ 2.87 $ 1.74
Income per share, Diluted, Total $ 2.58     $ 1.76     $ 2.86 $ 1.74
v3.23.3
Equity (Details) - USD ($)
$ / shares in Units, $ in Thousands
Sep. 30, 2023
Jun. 30, 2023
May 31, 2023
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2021
Class of Stock [Line Items]                  
Common Stock, Shares, Issued     56,997,350   80,000        
Common Stock, Par or Stated Value Per Share $ 0.01   $ 0.01   $ 10        
MDU Resources Common Stock Held by Subsidiary at Cost, Shares     538,921   (538,921)        
Treasury Stock, Common, Shares     431,136            
Total stockholders' equity $ 1,243,018 $ 1,094,852   $ 974,769 $ 1,028,589 $ 1,011,316 $ 923,988 $ 897,035 $ 952,844
MDU Resources' Common Stock Held by Subsidiary                  
Class of Stock [Line Items]                  
Total stockholders' equity $ 3,600                
v3.23.3
Accumulated other comprehensive loss (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Accumulated other comprehensive loss [Roll Forward]                
Balance $ 1,094,852 $ 974,769 $ 1,028,589 $ 923,988 $ 897,035 $ 952,844 $ 1,028,589 $ 952,844
Net current-period other comprehensive income 49 75 93 303 6,122 303 217 6,728
Balance 1,243,018 1,094,852 974,769 1,011,316 923,988 897,035 1,243,018 1,011,316
Net unrealized loss on derivative instruments qualifying as hedges                
Accumulated other comprehensive loss [Roll Forward]                
Balance 0 (44) (90) (254) (336) (418) (90) (418)
Amounts reclassified from accumulated other comprehensive loss 0 44 46 82 82 82    
Other comprehensive income (loss) before reclassifications 0 0     0      
Net current-period other comprehensive income 0 44 46 82 82 82    
Balance 0 0 (44) (172) (254) (336) 0 (172)
Postretirement liability adjustment                
Accumulated other comprehensive loss [Roll Forward]                
Balance (12,184) (12,215) (12,262) (17,811) (23,851) (24,072) (12,262) (24,072)
Amounts reclassified from accumulated other comprehensive loss 49 48 47 221 220 221    
Other comprehensive income (loss) before reclassifications 0 (17)     5,820      
Net current-period other comprehensive income 49 31 47 221 6,040 221    
Balance (12,135) (12,184) (12,215) (17,590) (17,811) (23,851) (12,135) (17,590)
Total accumulated other comprehensive loss                
Accumulated other comprehensive loss [Roll Forward]                
Balance (12,184) (12,259) (12,352) (18,065) (24,187) (24,490) (12,352) (24,490)
Amounts reclassified from accumulated other comprehensive loss 49 92 93 303 302 303    
Other comprehensive income (loss) before reclassifications 0 (17)     5,820      
Net current-period other comprehensive income 49 75 93 303 6,122 303    
Balance $ (12,135) $ (12,184) $ (12,259) $ (17,762) $ (18,065) $ (24,187) $ (12,135) $ (17,762)
v3.23.3
Reclassification out of accumulated other comprehensive loss (Details 2) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Reclassification adjustment out of accumulated other comprehensive loss [Line Items]                
Interest expense $ (15,354)     $ (8,817)     $ (44,005) $ (21,506)
Income tax expense (48,219)     (33,164)     (56,327) (32,947)
Other income 7     (1,277)     3,311 (6,056)
Net Income (Loss) 146,655 $ 56,836 $ (41,320) 99,657 $ 38,562 $ (40,010) 162,171 98,210
Reclassification out of accumulated other comprehensive loss                
Reclassification adjustment out of accumulated other comprehensive loss [Line Items]                
Net Income (Loss) (49)     (303)     (234) (908)
Reclassification adjustment for loss on derivative income | Reclassification out of accumulated other comprehensive loss | Interest rate contract                
Reclassification adjustment out of accumulated other comprehensive loss [Line Items]                
Interest expense 0     (109)     (118) (326)
Income tax expense 0     27     28 80
Net Income (Loss) 0     (82)     (90) (246)
Amortization of postretirement liability losses included in net periodic benefit cost | Reclassification out of accumulated other comprehensive loss                
Reclassification adjustment out of accumulated other comprehensive loss [Line Items]                
Income tax expense 16     71     47 213
Other income (65)     (292)     (191) (875)
Net Income (Loss) $ (49)     $ (221)     $ (144) $ (662)
v3.23.3
Disaggregation of revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Disaggregation of Revenue [Line Items]        
Revenues $ 1,090,372 $ 975,428 $ 2,183,462 $ 1,997,207
Aggregates        
Disaggregation of Revenue [Line Items]        
Revenues 193,585 171,803 423,522 385,838
Ready-mix concrete        
Disaggregation of Revenue [Line Items]        
Revenues 216,039 198,907 497,706 475,534
Asphalt        
Disaggregation of Revenue [Line Items]        
Revenues 222,777 205,561 361,333 345,212
Other        
Disaggregation of Revenue [Line Items]        
Revenues 214,112 166,711 395,869 328,493
Contracting services public-sector        
Disaggregation of Revenue [Line Items]        
Revenues 441,910 412,631 778,537 736,458
Contracting services private-sector        
Disaggregation of Revenue [Line Items]        
Revenues 95,405 79,576 227,199 200,698
Internal sales        
Disaggregation of Revenue [Line Items]        
Revenues (293,456) (259,761) (500,704) (475,026)
Pacific        
Disaggregation of Revenue [Line Items]        
Revenues 181,427 152,358 391,368 366,118
Pacific | Aggregates        
Disaggregation of Revenue [Line Items]        
Revenues 33,624 28,695 79,768 72,088
Pacific | Ready-mix concrete        
Disaggregation of Revenue [Line Items]        
Revenues 39,861 35,395 106,531 98,520
Pacific | Asphalt        
Disaggregation of Revenue [Line Items]        
Revenues 14,050 10,935 21,640 26,909
Pacific | Other        
Disaggregation of Revenue [Line Items]        
Revenues 81,081 63,002 168,104 143,140
Pacific | Contracting services public-sector        
Disaggregation of Revenue [Line Items]        
Revenues 32,632 30,529 53,450 63,450
Pacific | Contracting services private-sector        
Disaggregation of Revenue [Line Items]        
Revenues 17,745 14,512 37,220 38,922
Pacific | Internal sales        
Disaggregation of Revenue [Line Items]        
Revenues (37,566) (30,710) (75,345) (76,911)
Northwest        
Disaggregation of Revenue [Line Items]        
Revenues 208,919 204,232 503,573 459,807
Northwest | Aggregates        
Disaggregation of Revenue [Line Items]        
Revenues 57,398 52,614 147,937 129,752
Northwest | Ready-mix concrete        
Disaggregation of Revenue [Line Items]        
Revenues 46,785 45,600 125,273 121,079
Northwest | Asphalt        
Disaggregation of Revenue [Line Items]        
Revenues 43,462 45,110 84,908 79,801
Northwest | Other        
Disaggregation of Revenue [Line Items]        
Revenues 4,497 4,447 11,513 11,804
Northwest | Contracting services public-sector        
Disaggregation of Revenue [Line Items]        
Revenues 68,316 78,664 138,621 141,783
Northwest | Contracting services private-sector        
Disaggregation of Revenue [Line Items]        
Revenues 25,144 20,424 80,258 60,321
Northwest | Internal sales        
Disaggregation of Revenue [Line Items]        
Revenues (36,683) (42,627) (84,937) (84,733)
Mountain        
Disaggregation of Revenue [Line Items]        
Revenues 254,722 204,121 491,094 433,009
Mountain | Aggregates        
Disaggregation of Revenue [Line Items]        
Revenues 39,519 31,258 78,051 67,388
Mountain | Ready-mix concrete        
Disaggregation of Revenue [Line Items]        
Revenues 44,053 37,334 92,929 84,950
Mountain | Asphalt        
Disaggregation of Revenue [Line Items]        
Revenues 59,673 45,553 89,955 77,021
Mountain | Other        
Disaggregation of Revenue [Line Items]        
Revenues 11 12 21 26
Mountain | Contracting services public-sector        
Disaggregation of Revenue [Line Items]        
Revenues 135,700 100,298 244,320 202,495
Mountain | Contracting services private-sector        
Disaggregation of Revenue [Line Items]        
Revenues 43,944 38,755 94,706 91,783
Mountain | Internal sales        
Disaggregation of Revenue [Line Items]        
Revenues (68,178) (49,089) (108,888) (90,654)
North Central        
Disaggregation of Revenue [Line Items]        
Revenues 305,120 294,306 513,695 484,369
North Central | Aggregates        
Disaggregation of Revenue [Line Items]        
Revenues 47,656 45,039 81,999 75,718
North Central | Ready-mix concrete        
Disaggregation of Revenue [Line Items]        
Revenues 73,183 64,496 139,369 124,026
North Central | Asphalt        
Disaggregation of Revenue [Line Items]        
Revenues 95,053 96,830 141,942 141,595
North Central | Other        
Disaggregation of Revenue [Line Items]        
Revenues 10,211 8,711 22,703 20,766
North Central | Contracting services public-sector        
Disaggregation of Revenue [Line Items]        
Revenues 181,779 184,266 280,853 275,797
North Central | Contracting services private-sector        
Disaggregation of Revenue [Line Items]        
Revenues 8,526 5,664 13,884 8,809
North Central | Internal sales        
Disaggregation of Revenue [Line Items]        
Revenues (111,288) (110,700) (167,055) (162,342)
All Other        
Disaggregation of Revenue [Line Items]        
Revenues 140,184 120,411 283,732 253,904
All Other | Aggregates        
Disaggregation of Revenue [Line Items]        
Revenues 15,388 14,197 35,767 40,892
All Other | Ready-mix concrete        
Disaggregation of Revenue [Line Items]        
Revenues 12,157 16,082 33,604 46,959
All Other | Asphalt        
Disaggregation of Revenue [Line Items]        
Revenues 10,539 7,133 22,888 19,886
All Other | Other        
Disaggregation of Revenue [Line Items]        
Revenues 118,312 90,539 193,528 152,757
All Other | Contracting services public-sector        
Disaggregation of Revenue [Line Items]        
Revenues 23,483 18,874 61,293 52,933
All Other | Contracting services private-sector        
Disaggregation of Revenue [Line Items]        
Revenues 46 221 1,131 863
All Other | Internal sales        
Disaggregation of Revenue [Line Items]        
Revenues $ (39,741) $ (26,635) $ (64,479) $ (60,386)
v3.23.3
Contract Balances (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]          
Contract assets $ 50,545   $ 50,545   $ 31,145
Change in contract assets     19,400    
Contract liabilities (58,785)   (58,785)   (39,843)
Contract with Customer, Liability, Current Change     (18,942)    
Net contract liabilities (8,240)   (8,240)   $ (8,698)
Change in net contract assets (liabilities)     458    
Amounts included in contract liability at the beginning of the period 3,400 $ 3,000 35,100 $ 29,200  
Contract with customer, performance obligation satisfied in previous period $ 12,100 $ 4,900 $ 10,600 $ 10,400  
v3.23.3
Uncompleted contracts remaining performance obligations (Details 2)
$ in Millions
Sep. 30, 2023
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Amount $ 732.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Amount $ 677.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Amount $ 38.5
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 13 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Amount $ 16.0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 25 months
v3.23.3
Goodwill rollforward (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2023
USD ($)
Goodwill [Roll Forward]  
Balance at beginning of period $ 274,540
Goodwill acquired during the year 0
Measurement period adjustments (62)
Balance at end of period 274,478
Pacific  
Goodwill [Roll Forward]  
Balance at beginning of period 38,339
Goodwill acquired during the year 0
Measurement period adjustments (62)
Balance at end of period 38,277
Northwest  
Goodwill [Roll Forward]  
Balance at beginning of period 90,978
Goodwill acquired during the year 0
Measurement period adjustments 0
Balance at end of period 90,978
Mountain  
Goodwill [Roll Forward]  
Balance at beginning of period 26,816
Goodwill acquired during the year 0
Measurement period adjustments 0
Balance at end of period 26,816
North Central  
Goodwill [Roll Forward]  
Balance at beginning of period 75,879
Goodwill acquired during the year 0
Measurement period adjustments 0
Balance at end of period 75,879
All Other  
Goodwill [Roll Forward]  
Balance at beginning of period 42,528
Goodwill acquired during the year 0
Measurement period adjustments 0
Balance at end of period $ 42,528
v3.23.3
Other intangible assets (Details 2) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]          
Intangible assets, net (excluding goodwill) $ 11,463,000   $ 11,463,000   $ 13,430,000
Amortization of intangible assets 647,000 $ 729,000 2,000,000 $ 2,100,000  
Customer relationships          
Finite-Lived Intangible Assets [Line Items]          
Intangible assets, gross 18,540,000   18,540,000   18,540,000
Intangible assets, less accumulated amortization 8,668,000   8,668,000   7,367,000
Intangible assets, net (excluding goodwill) 9,872,000   9,872,000   11,173,000
Noncompete agreements          
Finite-Lived Intangible Assets [Line Items]          
Intangible assets, gross 4,039,000   4,039,000   4,039,000
Intangible assets, less accumulated amortization 3,358,000   3,358,000   2,985,000
Intangible assets, net (excluding goodwill) 681,000   681,000   1,054,000
Other intangible assets          
Finite-Lived Intangible Assets [Line Items]          
Intangible assets, gross 2,479,000   2,479,000   5,279,000
Intangible assets, less accumulated amortization 1,569,000   1,569,000   4,076,000
Intangible assets, net (excluding goodwill) $ 910,000   $ 910,000   $ 1,203,000
v3.23.3
Future amortization expense (Details 3)
$ in Thousands
Sep. 30, 2023
USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]  
Remainder of 2023 $ 590
2024 2,157
2025 2,042
2026 1,739
2027 1,717
Thereafter $ 3,218
v3.23.3
Fair value measurements insurance contracts (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Fair Value Disclosures [Abstract]          
Investments used to satisfy nonqualified benefit plans obligations $ 23,500,000   $ 23,500,000   $ 20,100,000
Net unrealized gain (loss) on investments used to satisfy obligations under nonqualified benefit plans (597,000) $ (541,000) 685,000 $ (3,200,000)  
Proceeds from Retired Contracts as part of the Separation $ 4,800,000   $ 4,800,000    
v3.23.3
Fair value measurements (Details 2) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Concentration risks, percentage [Abstract]    
Percentage in fixed-income and other investments 41.00% 63.00%
Percentage investment in cash and cash equivalents 19.00% 2.00%
Percentage investment in common stock of large-cap companies 18.00% 15.00%
Percentage investment in common stock of mid-cap companies 8.00% 8.00%
Percentage investment in target date investments 8.00% 6.00%
Percentage investment in common stock of small-cap companies 5.00% 6.00%
Percentage investment in international investments 1.00%  
Fair value, measurements, recurring    
Fair value measurements [Line Items]    
Assets, fair value disclosure $ 26,682 $ 22,531
Fair value, inputs, level 2 | Fair value, measurements, recurring    
Fair value measurements [Line Items]    
Assets, fair value disclosure 26,682 22,531
Money market funds | Fair value, measurements, recurring    
Fair value measurements [Line Items]    
Assets, fair value disclosure 3,199 2,448
Money market funds | Fair value, inputs, level 2 | Fair value, measurements, recurring    
Fair value measurements [Line Items]    
Assets, fair value disclosure 3,199 2,448
Insurance contracts* | Fair value, measurements, recurring    
Fair value measurements [Line Items]    
Assets, fair value disclosure 23,483 20,083
Insurance contracts* | Fair value, inputs, level 2 | Fair value, measurements, recurring    
Fair value measurements [Line Items]    
Assets, fair value disclosure $ 23,483 $ 20,083
v3.23.3
Fair value measures and disclosures (Details 3)
$ in Thousands
Sep. 30, 2023
USD ($)
Fair value, balance sheet grouping [Line Items]  
Long-term debt $ 682,731
Reported Value Measurement [Member]  
Fair value, balance sheet grouping [Line Items]  
Long-term debt 698,747
Estimate of Fair Value Measurement [Member]  
Fair value, balance sheet grouping [Line Items]  
Long-term debt, fair value $ 700,687
v3.23.3
Long-term debt outstanding (Details 1) - USD ($)
$ in Thousands
9 Months Ended
May 31, 2023
Sep. 30, 2023
Apr. 25, 2023
Dec. 31, 2022
Long-term debt outstanding [Line Items]        
Long-term debt   $ 682,731    
Mandatory Annual Amortization, Years One and Two   2.50%    
Mandatory Annual Amortization, Years Three and Four   5.00%    
Mandatory Annual Amortization, Years Five and Thereafter   7.50%    
Maximum Distributions To The Company As A Ratio Of Average Consolidated Indebtedness To Consolidated EBITDA   4.75%    
Minimum Interest Coverage To The Company As A Ratio Of Average Interest Expense To Consolidated EBITDA   2.25%    
Long-term debt - current portion   $ 7,082   $ 211
Long-Term Debt, Excluding Current Maturities   675,649   $ 427
Senior Notes        
Long-term debt outstanding [Line Items]        
Long-term debt   $ 425,000 $ 425,000  
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate     7.75%  
Weighted Average Interest Rate   7.75%    
Loans Payable        
Long-term debt outstanding [Line Items]        
Long-term debt $ 275,000 $ 273,281    
Weighted Average Interest Rate   7.52%    
Revolving Credit Facility        
Long-term debt outstanding [Line Items]        
Long-term debt 350,000      
Draw Down on Revolver $ 190,000      
Other Notes        
Long-term debt outstanding [Line Items]        
Long-term debt   $ 466    
Weighted Average Interest Rate   0.00%    
Long-term Debt        
Long-term debt outstanding [Line Items]        
Unamortized Debt Issuance Costs   $ 16,016    
v3.23.3
Schedule of debt maturities (Details 2)
$ in Thousands
Sep. 30, 2023
USD ($)
Long-term debt maturities [Line Items]  
Remainder of 2023 $ 1,719
2024 7,082
2025 10,520
2026 13,802
2027 17,187
Thereafter $ 648,437
v3.23.3
Cash flow information (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Supplemental Cash Flow Information [Abstract]    
Interest paid, net $ 32,028 $ 19,472
Income taxes paid, net 22,183 23,163
Right-of-use assets obtained in exchange for new operating lease liabilities 9,717 5,851
Property, plant and equipment additions in accounts payable 2,832 4,884
Equity contribution from Centennial related to the Separation 64,724 0
Equity contribution to MDU Resources for asset/liability transfers related to the Separation (1,548) 0
MDU Resources' stock issued prior to spin in connection with a business combination $ 383 $ 0
v3.23.3
Business segment data (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment Reporting Information [Line Items]        
Revenues $ 1,090,372 $ 975,428 $ 2,183,462 $ 1,997,207
EBITDA: 241,400 172,088 352,408 241,214
Pacific        
Segment Reporting Information [Line Items]        
Revenues 181,427 152,358 391,368 366,118
EBITDA: 37,558 24,563 56,486 45,194
Northwest        
Segment Reporting Information [Line Items]        
Revenues 208,919 204,232 503,573 459,807
EBITDA: 48,867 43,797 102,711 79,774
Mountain        
Segment Reporting Information [Line Items]        
Revenues 254,722 204,121 491,094 433,009
EBITDA: 60,473 39,644 86,486 60,244
North Central        
Segment Reporting Information [Line Items]        
Revenues 305,120 294,306 513,695 484,369
EBITDA: 70,508 58,584 71,402 50,424
All Other        
Segment Reporting Information [Line Items]        
Revenues 140,184 120,411 283,732 253,904
EBITDA: 23,994 5,500 35,323 5,578
Intersegment eliminations | Pacific        
Segment Reporting Information [Line Items]        
Revenues 37,566 30,710 75,345 76,911
Intersegment eliminations | Northwest        
Segment Reporting Information [Line Items]        
Revenues 36,683 42,627 84,937 84,733
Intersegment eliminations | Mountain        
Segment Reporting Information [Line Items]        
Revenues 68,178 49,089 108,888 90,654
Intersegment eliminations | North Central        
Segment Reporting Information [Line Items]        
Revenues 111,288 110,700 167,055 162,342
Intersegment eliminations | All Other        
Segment Reporting Information [Line Items]        
Revenues 39,741 26,635 64,479 60,386
Total intersegment operating revenues | Parent Company        
Segment Reporting Information [Line Items]        
Revenues $ 293,456 $ 259,761 $ 500,704 $ 475,026
v3.23.3
Business segment data operating revenues reconciliation (Details 2) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]        
Revenues $ 1,090,372 $ 975,428 $ 2,183,462 $ 1,997,207
Operating Segments        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Revenues 1,203,903 1,088,143 2,335,955 2,157,943
Corporate, Non-Segment        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Revenues 179,925 147,046 348,211 314,290
Elimination of intersegment operating revenues | Parent Company        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Revenues $ 293,456 $ 259,761 $ 500,704 $ 475,026
v3.23.3
Business segment data EBITDA reconciliation (Details 3) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment, Reconciliation of Other Items from Segments to Consolidated [Line Items]        
EBITDA: $ 241,400 $ 172,088 $ 352,408 $ 241,214
Depreciation, depletion and amortization 31,752 30,450 92,511 88,551
Interest expense, net 14,774 8,817 41,399 21,506
Total consolidated income before income taxes 194,874 132,821 218,498 131,157
Operating Segments        
Segment, Reconciliation of Other Items from Segments to Consolidated [Line Items]        
EBITDA: 217,406 166,588 317,085 235,636
Corporate, Non-Segment        
Segment, Reconciliation of Other Items from Segments to Consolidated [Line Items]        
EBITDA: $ 23,994 $ 5,500 $ 35,323 $ 5,578
v3.23.3
Employee benefit plans (Details)
$ in Millions
Jun. 01, 2023
USD ($)
Qualified plan | Unfunded plan | Other postretirement benefits  
Defined benefit plan disclosure, net periodic benefit cost [Line Items]  
Defined Benefit Plan, Benefit Obligation Transferred in Connection with Spinoff $ 1.5
v3.23.3
Employee benefit plans (Details 2) - Qualified plan - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Underfunded plan | Pension benefits        
Defined benefit plan disclosure, net periodic benefit cost [Line Items]        
Interest cost $ 408 $ 282 $ 1,224 $ 846
Expected return on assets (450) (493) (1,350) (1,479)
Amortization of net actuarial (gain) loss 128 214 384 642
Net periodic benefit cost 86 3 258 9
Unfunded plan | Other postretirement benefits        
Defined benefit plan disclosure, net periodic benefit cost [Line Items]        
Service cost 91 131 270 393
Interest cost 180 128 541 384
Expected return on assets 0 (3) 12 (9)
Amortization of prior service credit (20) (20) (60) (60)
Amortization of net actuarial (gain) loss (43) 88 (132) 264
Net periodic benefit cost $ 208 $ 324 $ 631 $ 972
v3.23.3
Litigation (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Loss Contingencies [Line Items]    
Potential liabilities related to litigation and environmental matters $ 645,000 $ 1,000,000
Insurance Receivable   $ 325,000
v3.23.3
Guarantees (Details 2)
Sep. 30, 2023
USD ($)
Guarantor Obligations [Line Items]  
Guarantor obligations, maximum exposure, undiscounted $ 11,500,000
Amount outstanding under guarantees that is reflected on balance sheet 0
Letters of credit 4,800,000
Letters of credit set to expire - 2023 4,000,000
Letters of credit set to expire - 2024 771,000
Outstanding letters of credit 0
Amount of surety bonds outstanding $ 619,200,000
v3.23.3
Related Party Disclosures (Details 1) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Related Party Transactions [Abstract]    
Transition Services Agreement Payable $ 1,300,000 $ 1,900,000
Transition Services Agreement Receivable $ 407,000 $ 684,000
v3.23.3
Related Party Disclosures (Details 2) - USD ($)
$ in Thousands
May 31, 2023
May 30, 2023
Sep. 30, 2023
Apr. 25, 2023
Related Party Transaction [Line Items]        
Related-party notes payable to Centennial   $ 889,700    
Long-term debt     $ 682,731  
Dividend paid from debt proceeds to Centennial   825,000    
Net contribution from Centennial after repayment of notes   $ 64,700    
Senior Notes        
Related Party Transaction [Line Items]        
Long-term debt     425,000 $ 425,000
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate       7.75%
Loans Payable        
Related Party Transaction [Line Items]        
Long-term debt $ 275,000   $ 273,281  
Revolving Credit Facility        
Related Party Transaction [Line Items]        
Long-term debt 350,000      
Draw Down on Revolver $ 190,000      

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