GRANITE CONSTRUCTION INC 10-Q

Item 1. FINANCIAL STATEMENTS GRANITE CONSTRUCTION INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited - in thousands, except share and per share data) September 30, 2023 December 31, 2022 ASSETS Current assets Cash and cash equivalents ($ 118,653 and $ 102,547 related to consolidated construction joint ventures (“CCJVs”)) $ 292,124 $ 293,991 Short-term marketable securities 31,278 39,374 Receivables, net ($ 75,172 and $ 39,281 related to CCJVs) 743,091 463,987 Contract assets ($ 73,675 and $ 80,306 related to CCJVs) 282,280 241,916 Inventories 92,131 86,809 Equity in construction joint ventures 206,669 183,808 Other current assets ($ 4,000 and $ 5,694 related to CCJVs) 47,477 37,411 Total current assets 1,695,050 1,347,296 Property and equipment, net ($ 7,714 and $ 7,834 related to CCJVs) 569,722 509,210 Long-term marketable securities 5,750 26,569 Investments in affiliates 91,101 80,725 Goodwill 74,264 73,703 Right of use assets 56,874 49,079 Deferred income taxes, net 29,043 22,208 Other noncurrent assets 58,517 59,143 Total assets $ 2,580,321 $ 2,167,933 LIABILITIES AND EQUITY Current liabilities Current maturities of long-term debt $ 1,475 $ 1,447 Accounts payable ($ 65,645 and $ 57,534 related to CCJVs) 477,031 334,392 Contract liabilities ($ 59,148 and $ 62,675 related to CCJVs) 221,983 173,286 Accrued expenses and other current liabilities ($ 5,344 and $ 8,451 related to CCJVs) 355,987 288,469 Total current liabilities 1,056,476 797,594 Long-term debt 403,785 286,934 Long-term lease liabilities 42,198 32,170 Deferred income taxes, net 3,812 1,891 Other long-term liabilities 67,473 64,199 Commitments and contingencies (see Note 17) Equity Preferred stock, $ 0.01 par value, authorized 3,000,000 shares, none outstanding — — Common stock, $ 0.01 par value, authorized 150,000,000 shares; issued and outstanding: 43,926,576 shares as of September 30, 2023 and 43,743,907 shares as of December 31, 2022 439 437 Additional paid-in capital 472,379 470,407 Accumulated other comprehensive income 894 788 Retained earnings 481,636 481,384 Total Granite Construction Incorporated shareholders’ equity 955,348 953,016 Non-controlling interests 51,229 32,129 Total equity 1,006,577 985,145 Total liabilities and equity $ 2,580,321 $ 2,167,933 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited - in thousands, except per share data) Three Months Ended September 30, Nine Months Ended September 30, 2023 As Restated 2023 As Restated 2022 2022 Revenue Construction $ 945,698 $ 847,371 $ 2,198,527 $ 2,138,858 Materials 171,122 161,539 376,913 373,185 Total revenue 1,116,820 1,008,910 2,575,440 2,512,043 Cost of revenue Construction 808,536 754,354 1,945,506 1,907,110 Materials 141,641 139,501 327,846 332,220 Total cost of revenue 950,177 893,855 2,273,352 2,239,330 Gross profit 166,643 115,055 302,088 272,713 Selling, general and administrative expenses 74,794 61,795 212,479 192,036 Other costs, net 19,843 ( 490 ) 37,973 22,401 Gain on sales of property and equipment, net ( 1,812 ) ( 949 ) ( 7,793 ) ( 10,462 ) Operating income 73,818 54,699 59,429 68,738 Other (income) expense Loss on debt extinguishment — — 51,052 — Interest income ( 4,293 ) ( 1,894 ) ( 11,287 ) ( 3,246 ) Interest expense 4,877 2,519 11,899 10,003 Equity in income of affiliates, net ( 7,147 ) ( 3,491 ) ( 19,378 ) ( 9,656 ) Other (income) expense, net 462 77 ( 2,713 ) 4,646 Total other (income) expense, net ( 6,101 ) ( 2,789 ) 29,573 1,747 Income before income taxes 79,919 57,488 29,856 66,991 Provision for (benefit from) income taxes 22,423 ( 7,710 ) 21,978 7,310 Net income 57,496 65,198 7,878 59,681 Amount attributable to non-controlling interests 128 4,104 9,723 1,569 Net income attributable to Granite Construction Incorporated $ 57,624 $ 69,302 $ 17,601 $ 61,250 Net income per share attributable to common shareholders (see Note 15): Basic $ 1.31 $ 1.58 $ 0.40 $ 1.37 Diluted $ 1.13 $ 1.36 $ 0.40 $ 1.25 Weighted average shares outstanding: Basic 43,924 43,973 43,861 44,739 Diluted 53,612 51,863 44,447 52,613 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited - in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 As Restated 2023 As Restated 2022 2022 Net income $ 57,496 $ 65,198 $ 7,878 $ 59,681 Other comprehensive income (loss), net of tax Net unrealized gain (loss) on cash flow hedges, net of tax $ 883 $ ( 1,906 ) $ 325 $ 153 Less: reclassification for net gains (losses) included in interest expense, net of tax ( 362 ) — ( 250 ) 3,042 Net change $ 521 $ ( 1,906 ) $ 75 $ 3,195 Foreign currency translation adjustments, net ( 422 ) 53 31 699 Other comprehensive income (loss), net of tax $ 99 $ ( 1,853 ) $ 106 $ 3,894 Comprehensive income, net of tax $ 57,595 $ 63,345 $ 7,984 $ 63,575 Non-controlling interests in comprehensive income, net of tax 128 4,104 9,723 1,569 Comprehensive income attributable to Granite Construction Incorporated, net of tax $ 57,723 $ 67,449 $ 17,707 $ 65,144 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited - in thousands, except share data) Outstanding Shares Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Granite Shareholders’ Equity Non-controlling Interests Total Equity Balances at June 30, 2023 43,918,798 $ 439 $ 470,511 $ 795 $ 429,797 $ 901,542 $ 39,908 $ 941,450 Net income — — — — 57,624 57,624 ( 128 ) 57,496 Other comprehensive income — — — 99 — 99 — 99 Repurchases of common stock (1) ( 3,334 ) — ( 134 ) — — ( 134 ) — ( 134 ) Restricted stock units (“RSUs”) vested 11,166 — — — — — — — Dividends on common stock ($ 0.13 per share) — — 76 — ( 5,785 ) ( 5,709 ) — ( 5,709 ) Transactions with non-controlling interests — — — — — — 11,449 11,449 Stock-based compensation expense and other ( 54 ) — 1,926 — — 1,926 — 1,926 Balances at September 30, 2023 43,926,576 $ 439 $ 472,379 $ 894 $ 481,636 $ 955,348 $ 51,229 $ 1,006,577 Balances at June 30, 2022 (as restated) 44,078,469 $ 441 $ 467,159 $ 2,388 $ 401,667 $ 871,655 $ 33,316 $ 904,971 Net income (as restated) — — — — 69,302 69,302 ( 4,104 ) 65,198 Other comprehensive loss — — — ( 1,853 ) — ( 1,853 ) — ( 1,853 ) Repurchases of common stock (1) ( 378,790 ) ( 4 ) ( 346 ) — — ( 350 ) — ( 350 ) RSUs vested 23,994 — — — — — — — Dividends on common stock ($ 0.13 per share) — — 74 — ( 5,759 ) ( 5,685 ) — ( 5,685 ) Transactions with non-controlling interests — — — — — — 6,409 6,409 Stock-based compensation expense and other ( 15 ) — 1,775 — ( 76 ) 1,699 — 1,699 Balances at September 30, 2022 (as restated) 43,723,658 $ 437 $ 468,662 $ 535 $ 465,134 $ 934,768 $ 35,621 $ 970,389 (1) During the three months ended September 30, 2023 and 2022, there were 3,334 shares and 9,641 shares, respectively, withheld related to employee taxes for restricted stock units ("RSUs") vested under our equity incentive plans. During the three months ended September 30, 2022, we also repurchased 366,785 shares under the Board approved share repurchase program. The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited - in thousands, except share data) Outstanding Shares Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Granite Shareholders’ Equity Non-controlling Interests Total Equity Balances at December 31, 2022 43,743,907 $ 437 $ 470,407 $ 788 $ 481,384 $ 953,016 $ 32,129 $ 985,145 Net income — — — — 17,601 17,601 ( 9,723 ) 7,878 Other comprehensive income — — — 106 — 106 — 106 Repurchases of common stock (1) ( 96,936 ) ( 1 ) ( 3,900 ) — — ( 3,901 ) — ( 3,901 ) RSUs vested 272,528 3 ( 3 ) — — — — — Dividends on common stock ($ 0.13 per share per quarter) — — 226 — ( 17,349 ) ( 17,123 ) — ( 17,123 ) Capped call transactions — — ( 39,379 ) — — ( 39,379 ) — ( 39,379 ) Redemption of warrants — — ( 13,201 ) — — ( 13,201 ) — ( 13,201 ) Common stock issued in debt extinguishment 1,390,500 14 49,321 — — 49,335 — 49,335 Exercise of bond hedge ( 1,390,516 ) ( 14 ) 14 — — — — — Transactions with non-controlling interests — — — — — — 28,823 28,823 Stock-based compensation expense and other 7,093 — 8,894 — — 8,894 — 8,894 Balances at September 30, 2023 43,926,576 $ 439 $ 472,379 $ 894 $ 481,636 $ 955,348 $ 51,229 $ 1,006,577 Balances at December 31, 2021 45,840,260 $ 458 $ 559,752 $ ( 3,359 ) $ 410,831 $ 967,682 $ 27,881 $ 995,563 Cumulative effect of newly adopted accounting standard — — ( 26,961 ) — 10,543 ( 16,418 ) — ( 16,418 ) Balances at January 1, 2022 45,840,260 458 532,791 ( 3,359 ) 421,374 951,264 27,881 979,145 Net income (as restated) — — — — 61,250 61,250 ( 1,569 ) 59,681 Other comprehensive income — — — 3,894 — 3,894 — 3,894 Repurchases of common stock (1) ( 2,370,376 ) ( 23 ) ( 70,703 ) — — ( 70,726 ) — ( 70,726 ) RSUs vested 244,760 2 ( 2 ) — — — — — Dividends on common stock ($ 0.13 per share per quarter) — — 218 — ( 17,490 ) ( 17,272 ) — ( 17,272 ) Transactions with non-controlling interests — — — — — — 9,309 9,309 Stock-based compensation expense and other 9,014 — 6,358 — — 6,358 — 6,358 Balances at September 30, 2022 (as restated) 43,723,658 $ 437 $ 468,662 $ 535 $ 465,134 $ 934,768 $ 35,621 $ 970,389 (1) During the nine months ended September 30, 2023 and 2022, there were 96,936 shares and 69,659 shares, respectively, withheld related to employee taxes for RSUs vested under our equity incentive plans. During the nine months ended September 30, 2022, we also repurchased 2,298,353 shares under the Board approved share repurchase program. The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ( Unaudited - in thousands ) Nine Months Ended September 30, 2023 As Restated 2022 Operating activities Net income $ 7,878 $ 59,681 Adjustments to reconcile net income to net cash used in operating activities: Depreciation, depletion and amortization 65,298 61,714 Amortization related to long-term debt 1,689 1,901 Non-cash loss on debt extinguishment 51,052 — Gain on sale of business — ( 3,278 ) Gain on sales of property and equipment, net ( 7,793 ) ( 10,462 ) Deferred income taxes 1,542 ( 17,819 ) Stock-based compensation 8,630 6,151 Equity in net (income) loss from unconsolidated joint ventures ( 4,535 ) 25,066 Net income from affiliates ( 19,378 ) ( 9,656 ) Other non-cash adjustments 5,659 38 Changes in assets and liabilities: Receivables ( 286,262 ) ( 94,233 ) Contract assets, net 8,315 ( 91,102 ) Inventories ( 3,421 ) ( 8,795 ) Contributions to unconsolidated construction joint ventures ( 18,310 ) ( 44,667 ) Distributions from unconsolidated construction joint ventures and affiliates 8,903 7,960 Other assets, net ( 6,705 ) 27,633 Accounts payable 144,721 60,973 Accrued expenses and other liabilities, net 76,915 14,264 Net cash provided by (used in) operating activities $ 34,198 $ ( 14,631 ) Investing activities Purchases of marketable securities ( 9,740 ) ( 59,810 ) Maturities of marketable securities 40,000 15,000 Purchases of property and equipment ( 108,963 ) ( 97,753 ) Proceeds from sales of property and equipment 14,613 21,110 Proceeds from company owned life insurance 1,545 — Proceeds from the sale of business — 142,571 Acquisition of business ( 26,933 ) — Issuance of notes receivable — ( 7,560 ) Collection of notes receivable 208 316 Net cash provided by (used in) investing activities $ ( 89,270 ) $ 13,874 Financing activities Proceeds from long-term debt 55,000 50,000 Debt principal repayments ( 304,851 ) ( 124,911 ) Capped call transactions ( 53,035 ) — Redemption of warrants ( 13,201 ) — Proceeds from issuance of 3.75 % Convertible Notes 373,750 — Debt issuance costs ( 10,024 ) — Cash dividends paid ( 17,101 ) ( 17,587 ) Repurchases of common stock ( 3,900 ) ( 70,724 ) Contributions from non-controlling partners 35,400 11,925 Distributions to non-controlling partners ( 9,100 ) ( 6,725 ) Other financing activities, net 267 208 Net cash provided by (used in) financing activities $ 53,205 $ ( 157,814 ) Net decrease in cash, cash equivalents and restricted cash ( 1,867 ) ( 158,571 ) Cash, cash equivalents and $ 0 and $ 1,512 in restricted cash at beginning of period 293,991 413,655 Cash, cash equivalents and $ 0 in restricted cash at end of period $ 292,124 $ 255,084 Supplementary Information 9 Table of Contents Right of use assets obtained in exchange for lease obligations $ 28,546 $ 12,898 Cash paid during the period for: Operating lease liabilities $ 16,461 $ 17,135 Interest $ 6,473 $ 7,397 Income taxes $ 7,324 $ 1,780 Other non-cash operating activities: Performance guarantees $ ( 6,513 ) $ ( 4,678 ) Deferred taxes related to capped call transactions $ 13,656 $ — Non-cash investing and financing activities: RSUs issued, net of forfeitures $ 11,447 $ 8,258 Dividends declared but not paid $ 5,710 $ 5,685 Contributions from non-controlling partners $ 2,523 $ 4,109 Accrued equipment purchases $ ( 2,204 ) $ 897 The accompanying notes are an integral part of these condensed consolidated financial statements. 10 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1.   General Basis of Presentation: The condensed consolidated financial statements included herein have been prepared by Granite Construction Incorporated (“we,” “us,” “our,” the “Company” or “Granite”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), are unaudited and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022 (“Annual Report”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. Further, the condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to state fairly our financial position at September 30, 2023 and the results of our operations and cash flows for the periods presented. The December 31, 2022 condensed consolidated balance sheet data included herein was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. Acquisition : On April 24, 2023, we completed the purchase of Coast Mountain Resources (2020) Ltd. (“CMR”) for approximately $ 26.9 million in cash, subject to certain adjustments. CMR is a construction aggregate producer based in British Columbia, Canada operating on Malahat First Nation land. CMR results are reported in the Materials segment. This acquisition did not have a material impact on our financial statements. In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 805, Business Combinations , the total purchase price and assumed liabilities were allocated based on their estimated fair values as of April 24, 2023. The tangible assets acquired and liabilities assumed were approximately $ 29.2 million and $ 7.1 million, respectively, resulting in acquired goodwill of $ 4.8 million. The tangible assets balance consists primarily of equipment, vehicles and the right-to-mine which are reported in Property and equipment, net. The estimated allocation is subject to revision during the measurement period, which may result in adjustments to the values presented herein. We expect to finalize these amounts within 12 months from the acquisition date. Impairment charges: During the third quarter of 2023, we made the decision to wind down our international Mineral Services operations. We perform goodwill impairment tests annually as of November 1 and more frequently when events and circumstances occur that indicate a possible impairment of goodwill. In response to this change in the business, we performed an interim goodwill impairment test on the Mountain Group Construction reporting unit, which resulted in a non-cash impairment charge. We also assessed the long-lived tangible assets and amortizable intangible assets associated with these Mineral Services operations. We recorded a total of $ 4.5 million of non-cash impairment charges during the three and nine months ended September 30, 2023 related to the wind down of international Mineral Services operations, which are included in other costs on our condensed consolidated statement of operations. Seasonality: Our operations are typically affected more by weather conditions during the first and fourth quarters of our fiscal year which may alter our construction schedules and can create variability in our revenues and profitability. Therefore, the results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year. 2.   Recently Issued and Adopted Accounting Pronouncements We closely monitor all Accounting Standards Updates ("ASU") issued by the FASB and other authoritative guidance. In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement , which requires that a joint venture apply a new basis of accounting upon formation. As a result, a newly formed joint venture, upon formation, would initially measure its assets and liabilities at fair value. This ASU is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. We plan to adopt this ASU in the first quarter of 2025 but do not expect the adoption to have a material impact on our consolidated financial statements. No new accounting pronouncements were adopted in the nine months ended September 30, 2023 that had a material impact on our financial statements. 3.   Restatement Restatement Background As disclosed in our Annual Report, we identified errors during the preparation of the Annual Report related to deferred taxes and the calculation of income tax expense of $ 12.3 million in connection with the sale of Inliner, which was completed in the first quarter of 2022 and was classified in Other costs, net and Provision for income taxes in our condensed consolidated financial statements. As a result, our previously issued unaudited quarterly financial information 11 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) for each interim period within the nine months ended September 30, 2022 require restatement. The restated financial information also includes adjustments to correct other immaterial errors in the first three quarters of 2022, including certain errors (primarily in revenue and cost of revenue, as well as the associated tax impact) that had previously been adjusted for as out of period corrections in the periods identified. Description of Restatement Tables We have presented below a reconciliation from the previously reported to the restated amounts for the three and nine months ended September 30, 2022. The amounts labeled “As Previously Reported” were derived from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed on October 27, 2022. The impacts to the condensed consolidated statements of shareholders’ equity and comprehensive income (loss) as a result of the restatement were due to the changes in net income for the three and nine months ended September 30, 2022. In addition, there was no impact to net cash provided by (used in) investing and financing activities for the nine months ended September 30, 2022 as a result of the restatement. The effects of the prior-period errors on our condensed consolidated financial statements are as follows (in thousands, except per share data): CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS Three months ended September 30, 2022 As Previously Reported Restatement Impacts As Restated Revenue Construction $ 848,267 $ ( 896 ) $ 847,371 Materials 161,539 — 161,539 Total revenue 1,009,806 ( 896 ) 1,008,910 Cost of revenue Construction 749,938 4,416 754,354 Materials 139,501 — 139,501 Total cost of revenue 889,439 4,416 893,855 Gross profit 120,367 ( 5,312 ) 115,055 Selling, general and administrative expenses 61,795 — 61,795 Other costs, net ( 490 ) — ( 490 ) Gain on sales of property and equipment, net ( 949 ) — ( 949 ) Operating income 60,011 ( 5,312 ) 54,699 Other (income) expense Interest income ( 1,894 ) — ( 1,894 ) Interest expense 2,519 — 2,519 Equity in income of affiliates ( 3,491 ) — ( 3,491 ) Other expense, net 77 — 77 Total other (income), net ( 2,789 ) — ( 2,789 ) Income before income taxes 62,800 ( 5,312 ) 57,488 Benefit from income taxes ( 6,489 ) ( 1,221 ) ( 7,710 ) Net income 69,289 ( 4,091 ) 65,198 Amount attributable to non-controlling interests 4,104 — 4,104 Net income attributable to Granite Construction Incorporated $ 73,393 $ ( 4,091 ) $ 69,302 Net income per share attributable to common shareholders Basic earnings per share $ 1.67 $ ( 0.09 ) $ 1.58 Diluted earnings per share $ 1.44 $ ( 0.08 ) $ 1.36 Weighted average shares outstanding: Basic 43,973 — 43,973 Diluted 51,863 — 51,863 12 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) Nine months ended September 30, 2022 As Previously Reported Restatement Impacts As Restated Revenue Construction $ 2,141,009 $ ( 2,151 ) $ 2,138,858 Materials 373,185 — 373,185 Total revenue 2,514,194 ( 2,151 ) 2,512,043 Cost of revenue Construction 1,903,949 3,161 1,907,110 Materials 332,220 — 332,220 Total cost of revenue 2,236,169 3,161 2,239,330 Gross profit 278,025 ( 5,312 ) 272,713 Selling, general and administrative expenses 192,036 — 192,036 Other costs, net 19,445 2,956 22,401 Gain on sales of property and equipment, net ( 10,462 ) — ( 10,462 ) Operating income 77,006 ( 8,268 ) 68,738 Other (income) expense Interest income ( 3,246 ) — ( 3,246 ) Interest expense 10,003 — 10,003 Equity in income of affiliates ( 9,656 ) — ( 9,656 ) Other expense, net 4,646 — 4,646 Total other expense, net 1,747 — 1,747 Income before income taxes 75,259 ( 8,268 ) 66,991 Provision for (benefit from) income taxes ( 777 ) 8,087 7,310 Net income 76,036 ( 16,355 ) 59,681 Amount attributable to non-controlling interests 1,569 — 1,569 Net income attributable to Granite Construction Incorporated $ 77,605 $ ( 16,355 ) $ 61,250 Net income per share attributable to common shareholders Basic earnings per share $ 1.73 $ ( 0.36 ) $ 1.37 Diluted earnings per share $ 1.56 $ ( 0.31 ) $ 1.25 Weighted average shares outstanding: Basic 44,739 — 44,739 Diluted 52,613 — 52,613 13 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Nine months ended September 30, 2022 As Previously Reported Restatement Impacts As Restated Operating activities Net income $ 76,036 $ ( 16,355 ) $ 59,681 Adjustments to reconcile net income to net cash used in operating activities: Depreciation, depletion and amortization 61,714 — 61,714 Amortization related to long-term debt 1,901 — 1,901 Gain on sale of business ( 6,234 ) 2,956 ( 3,278 ) Gain on sales of property and equipment, net ( 10,462 ) — ( 10,462 ) Deferred income taxes ( 17,819 ) — ( 17,819 ) Stock-based compensation 6,151 — 6,151 Equity in net loss from unconsolidated joint ventures 23,585 1,481 25,066 Net income from affiliates ( 9,656 ) — ( 9,656 ) Other non-cash adjustments 38 — 38 Changes in assets and liabilities: Receivables ( 94,233 ) — ( 94,233 ) Contract assets, net ( 94,933 ) 3,831 ( 91,102 ) Inventories ( 8,795 ) — ( 8,795 ) Contributions to unconsolidated construction joint ventures ( 44,667 ) — ( 44,667 ) Distributions from unconsolidated construction joint ventures and affiliates 7,960 — 7,960 Other assets, net 30,589 ( 2,956 ) 27,633 Accounts payable 60,973 — 60,973 Accrued expenses and other liabilities, net 3,221 11,043 14,264 Net cash used in operating activities $ ( 14,631 ) $ — $ ( 14,631 ) 14 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) 4.   Revisions in Estimates Our profit recognition related to construction contracts is based on estimates of transaction price and costs to complete each project. These estimates can vary significantly in the normal course of business as projects progress, circumstances develop and evolve, and uncertainties are resolved. Changes in estimates of transaction price and costs to complete may result in the reversal of previously recognized revenue if the current estimate adversely differs from the previous estimate. In addition, the estimated or actual recovery related to estimated costs associated with unresolved affirmative claims and back charges may be recorded in future periods or may be at values below the associated cost, which can cause fluctuations in the gross profit impact from revisions in estimates. When we experience significant revisions in our estimates, we undergo a process that includes reviewing the nature of the changes to ensure that there are no material amounts that should have been recorded in a prior period rather than as revisions in estimates for the current period. For revisions in estimates, generally we use the cumulative catch-up method for changes to the transaction price that are part of a single performance obligation. Under this method, revisions in estimates are accounted for in their entirety in the period of change. There can be no assurance that we will not experience further changes in circumstances or otherwise be required to revise our estimates in the future. In our review of these changes for the three and nine months ended September 30, 2023 and 2022, we did not identify any material amounts that should have been recorded in a prior period. The projects with increases from revisions in estimates, which individually had an impact of $ 5.0 million or more on gross profit, are summarized as follows (dollars in millions, except per share data): Three Months Ended September 30, Nine Months Ended September 30, As Restated As Restated 2023 2022 2023 2022 Number of projects with upward estimate changes 1 1 1 — Increase to project profitability, net $ 8.6 $ 6.6 $ 8.1 $ — Increase to net income/decrease to net loss $ 6.5 $ 5.1 $ 6.1 $ — Amounts attributable to non-controlling interests $ — $ — $ 3.3 $ — Increase to net income/decrease to net loss attributable to Granite Construction Incorporated $ 6.5 $ 5.1 $ 2.8 $ — Increase to net income/decrease to net loss per diluted share attributable to common shareholders $ 0.12 $ 0.10 $ 0.06 $ — The increases during the three months ended September 30, 2023 and September 30, 2022 were due to changes in the estimated amount of probable recovery on outstanding claims. The increase during the nine months ended September 30, 2023 was due to decreases in estimated costs from mitigated risks. 15 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) The projects with decreases from revisions in estimates, which individually had an impact of $ 5.0 million or more on gross profit, are summarized as follows (dollars in millions, except per share data): Three Months Ended September 30, Nine Months Ended September 30, As Restated 2023 2022 2023 2022 Number of projects with downward estimate changes 1 1 3 6 Range of reduction in gross profit from each project, net $ 8.4 $ 15.2 $ 5.3 - 40.5 $ 5.7 - 21.2 Decrease to project profitability, net $ 8.4 $ 15.2 $ 51.1 $ 64.6 Decrease to net income/increase to net loss $ 6.3 $ 11.7 $ 38.3 $ 49.8 Amounts attributable to non-controlling interests $ 4.2 $ 7.6 $ 20.2 $ 13.2 Decrease to net income/increase to net loss attributable to Granite Construction Incorporated $ 2.1 $ 4.1 $ 18.1 $ 36.6 Decrease to net income/increase to net loss per diluted share attributable to common shareholders $ 0.04 $ 0.08 $ 0.41 $ 0.70 The decreases during the three and nine months ended September 30, 2023 were due to additional costs related to changes in project durations, lower productivity than originally anticipated and increased labor and materials costs. The decreases during the three and nine months ended September 30, 2022 were due to additional costs related to extended project duration, increased labor and materials costs, and disputed work being performed where there were ongoing legal claims. 16 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) 5 .  Disaggregation of Revenue We disaggregate our revenue based on our reportable segments (see Note 18) and operating groups as these are the formats that are regularly reviewed by management. Our reportable segments are: Construction and Materials. In alphabetical order, our operating groups are: California, Central and Mountain. The following tables present our disaggregated revenue by operating group (in thousands): Three Months Ended September 30, 2023 Construction Materials Total California $ 317,244 $ 83,867 $ 401,111 Central 222,144 11,357 233,501 Mountain 406,310 75,898 482,208 Total $ 945,698 $ 171,122 $ 1,116,820 2022 (As Restated) Construction Materials Total California $ 262,972 $ 85,173 $ 348,145 Central 222,082 9,348 231,430 Mountain 362,317 67,018 429,335 Total $ 847,371 $ 161,539 $ 1,008,910 Nine Months Ended September 30, 2023 Construction Materials Total California $ 699,093 $ 191,221 $ 890,314 Central 593,632 35,251 628,883 Mountain 905,802 150,441 1,056,243 Total $ 2,198,527 $ 376,913 $ 2,575,440 2022 (As Restated) Construction Materials Total California $ 606,716 $ 202,371 $ 809,087 Central 653,581 33,634 687,215 Mountain 878,561 137,180 1,015,741 Total $ 2,138,858 $ 373,185 $ 2,512,043 6 .  Unearned Revenue The following table presents our unearned revenue as of the respective periods: (in thousands) September 30, 2023 December 31, 2022 California $ 1,423,845 $ 945,971 Central 1,581,426 1,444,983 Mountain 959,478 486,524 Total $ 3,964,749 $ 2,877,478 All unearned revenue is in the Construction segment. Approximately $ 2.5 billion of the September 30, 2023 unearned revenue is expected to be recognized within the next twelve months and the remaining amount will be recognized thereafter. 7.   Contract Assets and Liabilities As a result of changes in contract transaction price related to performance obligations that were satisfied or partially satisfied prior to the end of the periods, we recognized revenue of $ 41.6 million and $ 131.3 million during the three and nine months ended September 30, 2023 and $ 35.8 million and $ 150.4 million during the three and nine months ended September 30, 2022, respectively. The changes in contract transaction price for the three and nine months ended 17 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) September 30, 2023 and 2022 were from items such as executed or estimated change orders and unresolved contract modifications and claims. As of September 30, 2023 and December 31, 2022, the aggregate claim recovery estimates included in contract asset and liability balances were $ 71.6 million and $ 75.8 million, respectively. The components of the contract asset balances as of the respective dates were as follows: (in thousands) September 30, 2023 December 31, 2022 Costs in excess of billings and estimated earnings $ 130,570 $ 80,357 Contract retention 151,710 161,559 Total contract assets $ 282,280 $ 241,916 As of September 30, 2023 and December 31, 2022, contract retention receivable from Brightline Trains Florida LLC represented 10.3 % and 11.7 %, respectively, of total contract assets. No other contract retention receivable individually exceeded 10% of total contract assets at any of the presented dates. The majority of the contract retention balance is expected to be collected within one year. As work is performed, revenue is recognized and the corresponding contract liabilities are reduced. We recognized revenue of $ 17.5 million and $ 188.6 million during the three and nine months ended September 30, 2023, respectively, and $ 10.7 million and $ 221.4 million during the three and nine months ended September 30, 2022, respectively, that was included in the contract liability balances at December 31, 2022 and 2021, respectively. The components of the contract liability balances as of the respective dates were as follows: (in thousands) September 30, 2023 December 31, 2022 Billings in excess of costs and estimated earnings, net of retention $ 205,288 $ 152,294 Provisions for losses 16,695 20,992 Total contract liabilities $ 221,983 $ 173,286 8.   Receivables, net Receivables include billed and unbilled amounts for services provided to clients for which we have an unconditional right to payment as of the end of the applicable period and generally do not bear interest. The following table presents major categories of receivables: (in thousands) September 30, 2023 December 31, 2022 Contracts completed and in progress: Billed $ 353,132 $ 220,809 Unbilled 217,218 120,348 Total contracts completed and in progress 570,350 341,157 Materials sales 98,997 52,182 Other 75,259 71,790 Total gross receivables 744,606 465,129 Less: allowance for credit losses 1,515 1,142 Total net receivables $ 743,091 $ 463,987 Included in other receivables at September 30, 2023 and December 31, 2022 were items such as estimated recovery from back charge claims, notes receivable, fuel tax refunds and income tax refunds. Other receivables at September 30, 2023 and December 31, 2022 also included $ 24.9 million of working capital contributions in the form of a loan to a partner in one of our unconsolidated joint ventures that bears interest at prime plus 3.0 % per annum. None of our customers had a receivable balance in excess of 10 % of our total net receivables as of September 30, 2023 or December 31, 2022. 18 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) 9.   Fair Value Measurement The following tables summarize significant assets and liabilities measured at fair value in the condensed consolidated balance sheets on a recurring basis for each of the fair value levels (in thousands): Fair Value Measurement at Reporting Date Using September 30, 2023 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 61,321 $ — $ — $ 61,321 Other current assets Diesel collars $ — $ 335 $ — $ 335 Commodity swaps — 223 — 223 Total assets $ 61,321 $ 558 $ — $ 61,879 December 31, 2022 Cash equivalents Money market funds $ 99,806 $ — $ — $ 99,806 Other current assets Commodity swaps — 121 — 121 Total assets $ 99,806 $ 121 $ — $ 99,927 Commodity Derivatives As of September 30, 2023 and December 31, 2022, we held commodity swaps for crude oil designated as cash flow hedges with a total outstanding notional amount of $ 1.6 million and $ 7.0 million, respectively, all maturing by October 31, 2023. The realized and unrealized gains associated with commodity swaps for the three and nine months ended September 30, 2023 were immaterial . The financial statement impact for the three and nine months ended September 30, 2022 was a realized gain of $ 1.2 million and $ 4.0 million, respectively. In addition, for the three months ended September 30, 2022, the commodity swaps had an unrealized loss of $ 2.6 million, and for the nine months ended September 30, 2022, the commodity swaps had an immaterial unrealized gain. In the first three quarters of 2023, we entered into collar contracts to reduce our price exposure on diesel consumption. The collars were not designated as hedges and will be treated as a mark-to-market derivative instruments through their maturity dates. The financial statement impact for the three months ended September 30, 2023 was an unrealized gain of $ 1.3 million. The unrealized gain for the nine months ended September 30, 2023 and the realized gain for the three and nine months ended September 30, 2023 were immaterial . 19 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) Other Assets and Liabilities The carrying values and estimated fair values of financial instruments that are not required to be recorded at fair value in the condensed consolidated balance sheets were as follows: September 30, 2023 December 31, 2022 (in thousands) Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value Assets: Held-to-maturity marketable securities (1) Level 1 $ 37,028 $ 36,150 $ 65,943 $ 64,584 Liabilities (including current maturities): 3.75 % Convertible Notes (2) Level 2 $ 373,750 $ 393,921 $ — $ — 2.75 % Convertible Notes (2) Level 2 $ 31,338 $ 40,659 $ 230,000 $ 281,365 Credit Agreement - Revolver (2) Level 3 $ — $ — $ 50,000 $ 49,536 (1) All marketable securities as of September 30, 2023 and December 31, 2022 were classified as held-to-maturity and consisted of U.S. Government and agency obligations maturing in two months to two years. (2) The fair values of our 2.75 % convertible senior notes due 2024 (the " 2.75 % Convertible Notes") and the 3.75 % convertible senior notes due 2028 (the " 3.75 % Convertible Notes") are based on the median price of the notes in an active market. The fair value of the Fourth Amended and Restated Credit Agreement, as amended (the "Credit Agreement"), is based on borrowing rates available to us for long-term loans with similar terms, average maturities, and credit risk. See Note 14 for more information about the 2.75 % Convertible Notes, 3.75 % Convertible Notes and the Credit Agreement. During the nine months ended September 30, 2023 and 2022, we did not record any fair value adjustments related to nonfinancial assets and liabilities measured at fair value on a nonrecurring basis. 10.   Construction Joint Ventures We participate in various construction joint ventures. We have determined that certain of these joint ventures are consolidated because they are variable interest entities (“VIEs”) and we are the primary beneficiary. We continually evaluate whether there are changes in the status of the VIEs or changes to the primary beneficiary designation of the VIE. Based on our assessments during the three and nine months ended September 30, 2023, we determined no change was required for existing joint ventures. Due to the joint and several nature of the performance obligations under the related owner contracts, if any of our partners fail to perform, we and the remaining partners, if any, would be responsible for performance of the outstanding work (i.e., we provide a performance guarantee). At September 30, 2023, there was $ 204.4 million of remaining contract value on unconsolidated and line item construction joint venture contracts of which $ 96.7 million represented our share and the remaining $ 107.7 million represented our partners’ share. We are not able to estimate amounts that may be required beyond the current remaining forecasted cost of the work to be performed. These forecasted costs could be offset by billings to the customer or by proceeds from our partners’ corporate and/or other guarantees. See Note 13 for disclosure of the performance guarantee amounts recorded in the condensed consolidated balance sheets. Consolidated Construction Joint Ventures (“CCJVs”) At September 30, 2023, we were engaged in ten active CCJV projects with total contract values ranging from $ 46.3 million to $ 428.5 million for a combined total of $ 2.0 billion of which our share was $ 1.2 billion. As of September 30, 2023, our share of revenue remaining to be recognized on these CCJVs was $ 395.3 million and ranged from $ 1.9 million to $ 148.6 million by project. Our proportionate share of the equity in these joint ventures was between 50.0 % and 70.0 %. During the three and nine months ended September 30, 2023, total revenue from CCJVs was $ 91.2 million and $ 223.3 million, respectively. During the three and nine months ended September 30, 2022, total revenue from CCJVs was $ 117.5 million and $ 344.5 million, respectively. During the nine months ended September 30, 2023 and 2022, CCJVs used $ 36.8 million and provided $ 4.7 million of operating cash flows, respectively. Unconsolidated Construction Joint Ventures As of September 30, 2023, we were engaged in seven active unconsolidated joint venture projects with total contract values ranging from $ 5.8 million to $ 3.8 billion for a combined total of $ 7.9 billion of which our share was $ 2.3 billion. Our proportionate share of the equity in these unconsolidated construction joint ventures ranged from 23.0 % to 50.0 %. As of September 30, 2023, our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was $ 57.9 million and ranged from $ 1.5 million to $ 33.7 million by project. 20 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) The following is summary financial information related to unconsolidated construction joint ventures: (in thousands) September 30, 2023 December 31, 2022 Assets Cash, cash equivalents and marketable securities $ 158,768 $ 130,635 Other current assets (1) 684,667 681,221 Noncurrent assets 53,703 76,204 Less: partners’ interest 617,934 604,741 Granite’s interest (1),(2) $ 279,204 $ 283,319 Liabilities Current liabilities $ 206,414 $ 244,411 Less: partners’ interest and adjustments (3) 119,875 130,911 Granite’s interest $ 86,539 $ 113,500 Equity in construction joint ventures (4) $ 192,665 $ 169,819 (1) Included in this balance and in accrued expenses and other current liabilities on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 was $ 58.2 million and $ 64.7 million, respectively, related to performance guarantees (see Note 13). (2) Included in this balance as of September 30, 2023 and December 31, 2022 was $ 85.9 million and $ 104.3 million, respectively, related to Granite’s share of estimated cost recovery of customer affirmative claims. In addition, this balance included $ 0.9 million and $ 2.7 million related to Granite’s share of estimated recovery of back charge claims as of September 30, 2023 and December 31, 2022, respectively. (3) Partners’ interest and adjustments includes amounts to reconcile total net assets as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast differences. (4) Included in this balance and in accrued expenses and other current liabilities on our condensed consolidated balance sheets was $ 14.0 million as of both September 30, 2023 and December 31, 2022, related to deficits in unconsolidated construction joint ventures, which includes provisions for losses. Three Months Ended September 30, Nine Months Ended September 30, As Restated As Restated (in thousands) 2023 2022 2023 2022 Revenue Total $ ( 18,391 ) $ 69,355 $ 44,994 $ 322,058 Less: partners’ interest and adjustments (1) ( 34,395 ) 44,000 4,625 223,858 Granite’s interest $ 16,004 $ 25,355 $ 40,369 $ 98,200 Cost of revenue Total $ ( 10,607 ) $ 81,694 $ 74,328 $ 332,777 Less: partners’ interest and adjustments (1) ( 18,143 ) 48,401 38,173 209,950 Granite’s interest $ 7,536 $ 33,293 $ 36,155 $ 122,827 Granite’s interest in gross profit (loss) $ 8,468 $ ( 7,938 ) $ 4,214 $ ( 24,627 ) Net Income (Loss) Total $ ( 7,514 ) $ ( 11,945 ) $ ( 27,742 ) $ ( 11,649 ) Less: partners’ interest and adjustments (1) ( 16,054 ) ( 4,106 ) ( 32,277 ) 13,418 Granite’s interest in net income (loss) (2) $ 8,540 $ ( 7,839 ) $ 4,535 $ ( 25,067 ) (1) Partners’ interest and adjustments includes amounts to reconcile total revenue and total cost of revenue as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast and/or actual differences. (2) These joint venture net income (loss) amounts exclude our corporate overhead required to manage the joint ventures and include taxes only to the extent the applicable states have joint venture level taxes. 21 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) 11.   Investments in Affiliates Our investments in affiliates balance consists of equity method investments in the following types of entities: (in thousands) September 30, 2023 December 31, 2022 Foreign $ 66,969 $ 58,579 Real estate 7,489 8,517 Asphalt terminal 16,643 13,629 Total investments in affiliates $ 91,101 $ 80,725 The following table provides summarized balance sheet information for our affiliates accounted for under the equity method on a combined basis: (in thousands) September 30, 2023 December 31, 2022 Current assets $ 207,838 $ 194,210 Noncurrent assets 163,121 172,560 Total assets $ 370,959 $ 366,770 Current liabilities $ 90,889 $ 106,780 Long-term liabilities (1) 58,202 59,356 Total liabilities $ 149,091 $ 166,136 Net assets $ 221,868 $ 200,634 Granite’s share of net assets $ 91,101 $ 80,725 (1) This balance is primarily related to local bank debt for equipment purchases and debt associated with our real estate investments. Of the $ 371.0 million of total affiliate assets as of September 30, 2023, we had investments in two real estate entities with total assets of $ 59.2 million, our foreign affiliates had total assets of $ 270.3 million and the asphalt terminal entity had total assets of $ 41.5 million. As of September 30, 2023 and December 31, 2022, all of the investments in real estate affiliates were in residential real estate in Texas. As of September 30, 2023, our percent ownership in the real estate entities ranged from 10 % to 25 %. We have direct and indirect investments in our foreign affiliates, and our percent ownership in foreign affiliates ranged from 25 % to 50 % as of September 30, 2023. 12.   Property and Equipment, net Balances of major classes of assets and total accumulated depreciation and depletion are included in property and equipment, net in the condensed consolidated balance sheets as follows: (in thousands) September 30, 2023 December 31, 2022 Equipment and vehicles $ 1,065,882 $ 994,602 Quarry property 234,979 219,843 Land and land improvements 106,339 105,733 Buildings and leasehold improvements 105,554 103,658 Office furniture and equipment 88,472 82,465 Property and equipment $ 1,601,226 $ 1,506,301 Less: accumulated depreciation and depletion 1,031,504 997,091 Property and equipment, net $ 569,722 $ 509,210 22 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) 13.   Accrued Expenses and Other Current Liabilities (in thousands) September 30, 2023 December 31, 2022 Accrued insurance $ 85,937 $ 78,427 Deficits in unconsolidated construction joint ventures 14,004 13,989 Payroll and related employee benefits 99,750 80,910 Performance guarantees 58,190 64,703 Short-term lease liabilities 17,088 18,662 Other 81,018 31,778 Total $ 355,987 $ 288,469 Other includes dividends payable, warranty reserves, asset retirement obligations, remediation reserves, legal accruals and other miscellaneous accruals, none of which were greater than 5% of total current liabilities at any of the presented dates. 14.   Long-Term Debt and Credit Arrangements (in thousands) September 30, 2023 December 31, 2022 3.75 % Convertible Notes $ 373,750 $ — 2.75 % Convertible Notes 31,338 230,000 Credit Agreement - Revolver — 50,000 Other, net of debt issuance costs 172 8,381 Total debt $ 405,260 $ 288,381 Less: current maturities 1,475 1,447 Total long-term debt $ 403,785 $ 286,934 3.75 % Convertible Notes On May 11, 2023, we issued $ 373.8 million aggregate principal amount of our 3.75 % Convertible Notes. The 3.75 % Convertible Notes bear interest at a rate of 3.75 % per annum payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2023 and mature on May 15, 2028, unless earlier converted, redeemed or repurchased. Prior to the close of business on the business day immediately preceding November 15, 2027, the 3.75 % Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods. Thereafter, the 3.75 % Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate applicable to the 3.75 % Convertible Notes is 21.6807 shares of Granite common stock per $1,000 principal amount of the 3.75 % Convertible Notes, which is equivalent to an initial conversion price of approximately $ 46.12 per share of Granite common stock, subject to adjustment if certain events occur. Upon conversion, we will pay or deliver, as the case may be, cash, shares of Granite common stock or a combination of cash and shares of Granite common stock, at our election. In addition, upon the occurrence of a “fundamental change” as defined in the indenture governing the 3.75 % Convertible Notes, holders may require us to repurchase for cash all or any portion of their 3.75 % Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 3.75 % Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. If certain corporate events that constitute a “make-whole fundamental change” as set forth in the indenture governing the 3.75 % Convertible Notes occur prior to the maturity date of the 3.75 % Convertible Notes or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 3.75 % Convertible Notes in connection with such event or notice of redemption. We will not be able to redeem the 3.75 % Convertible Notes prior to May 20, 2026. On or after May 20, 2026, we have the option to redeem for cash all or any portion of the 3.75 % Convertible Notes if the last reported sale price of our common stock is equal to or greater than 130 % of the conversion price for a specified period of time at a redemption price equal to 100 % of the principal amount of the 3.75 % Convertible Notes to be redeemed, plus any accrued but unpaid interest to, but excluding, the redemption date. In addition, as described in the indenture governing the 3.75 % Convertible Notes, certain events of default including, but not limited to, bankruptcy, insolvency or reorganization, may result in the 3.75 % Convertible Notes becoming due and payable immediately. 23 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) The net proceeds from the sale of the 3.75 % Convertible Notes were approximately $ 364.4 million, after deducting the initial purchasers’ discount. We used approximately $ 53.0 million of the net proceeds from the offering to pay the cost of the Capped Call Transactions (as described below). In addition, we used approximately $ 198.8 million of the net proceeds and issued 1,390,500 shares of Granite common stock in exchange for approximately $ 198.7 million aggregate principal amount of our 2.75 % Convertible Notes concurrent with the offering in separate and individually negotiated transactions. We also received 1,390,516 shares from bond option counterparties for the exercise of our bond hedge, corresponding to the portion of the 2.75 % Convertible Notes that were exchanged, and used approximately $ 13.2 million of the net proceeds to pay the cost of terminating the portion of the existing warrant transactions that correspond to the 2.75 % Convertible Notes exchanged. Capped Call Transactions In May 2023, we entered into capped call transactions (the "Capped Call Transactions") in connection with the offering of the 3.75 % Convertible Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to Granite’s common stock upon conversion of the 3.75 % Convertible Notes and/or offset any cash payments Granite is required to make in excess of the principal amount of converted 3.75 % Convertible Notes, as the case may be. If, however, the market price per share of Granite’s common stock, as measured under the terms of the Capped Call Transactions, exceeds the cap price of the Capped Call Transactions, there would nevertheless be dilution and/or there would not be an offset of such cash payments, in each case, to the extent that such market price exceeds the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions will initially be $ 79.83 per share, which represents a premium of 125 % over the last reported sale price of Granite’s common stock of $ 35.48 per share on the New York Stock Exchange on May 8, 2023, and is subject to certain adjustments under the terms of the Capped Call Transactions. 2.75 % Convertible Notes The 2.75 % Convertible Notes were issued in November 2019 in an aggregate principal amount of $ 230.0 million, with an interest rate of 2.75 % and a maturity date of November 1, 2024, unless earlier converted, redeemed or repurchased. The 2.75 % Convertible Notes are convertible at the option of the holders prior to the close of business on the business day before May 1, 2024 only during certain periods and upon the occurrence of certain events. After May 1, 2024, the 2.75 % Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion rate applicable to the 2.75 % Convertible Notes is 31.7776 shares of Granite common stock per $1,000 principal amount of 2.75 % Convertible Notes, which is equivalent to a conversion price of approximately $ 31.47 per share of Granite common stock. Upon conversion, we will pay or deliver, as the case may be, cash, shares of Granite common stock or a combination of cash and shares of Granite common stock, at our election. In addition, upon the occurrence of a “make-whole fundamental change” as defined in the indenture governing the 2.75 % Convertible Notes prior to the maturity date of the 2.75 % Convertible Notes or if the Company delivers a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder that elects to convert its 2.75 % Convertible Notes in connection with such a make-whole fundamental change or notice of redemption. We have the option to redeem for cash all or any portion of the 2.75 % Convertible Notes if the last reported sale price of our common stock is equal to or greater than 130 % of the conversion price for a specified period of time at a redemption price equal to 100 % of the principal amount of the 2.75 % Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon the occurrence of a “fundamental change” as defined in the indenture governing the 2.75 % Convertible Notes, holders may require us to repurchase for cash all or any portion of their 2.75 % Convertible Notes at a price equal to 100 % of the principal amount of the 2.75 % Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, as described in the indenture governing the 2.75 % Convertible Notes, certain events of default including, but not limited to, bankruptcy, insolvency or reorganization, may result in the 2.75 % Convertible Notes becoming due and payable immediately. At September 30, 2023, $ 31.3 million remained outstanding of our 2.75 % Convertible Notes. Credit Agreement In June 2022, we entered into the Credit Agreement which matures on June 2, 2027. The Credit Agreement is a $ 350.0 million senior secured, five-year revolving facility (the “Revolver”), including an accordion feature allowing us to increase borrowings up to the greater of (a) $ 200.0 million and (b) 100 % of twelve-month trailing consolidated EBITDA, subject to lender approval. The Credit Agreement includes a $ 150.0 million sublimit for letters of credit ($ 75.0 million for financial 24 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) letters of credit) and a $ 20.0 million sublimit for swingline loans. In May 2023, we entered into Amendment No. 1 to the Credit Agreement (the "Amendment"). The Amendment amended the Credit Agreement to, among other things, permit the Company to exchange its 2.75 % Convertible Notes for cash and shares of its common stock and to clarify that (i) the issuance of the 3.75 % Convertible Notes was permitted under the terms of the Credit Agreement and (ii) that a Swap Contract (as defined in the Credit Agreement) does not include any Permitted Call Spread Transaction (as defined in the Credit Agreement). As of September 30, 2023, the total unused availability under the Credit Agreement was $ 330.8 million, resulting from $ 19.2 million in issued and outstanding letters of credit and nothing drawn under the Revolver. The letters of credit had expiration dates between November 2023 and December 2026. The Credit Agreement contains certain affirmative and restrictive covenants, and customary events of default. The financial covenants include a maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) and a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement). As of September 30, 2023, we were in compliance with the covenants in the Credit Agreement. Debt Issuance Costs During the three and nine months ended September 30, 2023, we recorded $ 0.6 million and $ 3.0 million, respectively, of amortization related to debt issuance costs. This included $ 1.7 million of accelerated amortization of debt issuance costs associated with the 2.75 % Convertible Notes that were repaid and are included in the loss on debt extinguishment for the nine months ended September 30, 2023. We also capitalized $ 10.0 million in third party offering costs related to the issuance of the 3.75 % Convertible Notes for the nine months ended September 30, 2023. These debt issuance costs will be amortized over the expected life of the 3.75 % Convertible Notes. During the three and nine months ended September 30, 2022, we recorded $ 0.3 million and $ 1.0 million, respectively, of amortization related to debt issuance costs. 15.   Weighted Average Shares Outstanding and Net Income Per Share The following table presents a reconciliation of the weighted average shares of common stock used in calculating basic and diluted net income per share as well as the calculation of basic and diluted net income per share: Three Months Ended September 30, Nine Months Ended September 30, As Restated As Restated (in thousands, except per share amounts) 2023 2022 2023 2022 Numerator Net income attributable to common shareholders for basic earnings per share $ 57,624 $ 69,302 $ 17,601 $ 61,250 Add: Interest expense related to Convertible Notes 3,209 1,473 — 4,418 Net income attributable to common shareholders for diluted earnings per share $ 60,833 $ 70,775 $ 17,601 $ 65,668 Denominator Weighted average common shares outstanding, basic 43,924 43,973 43,861 44,739 Add: Dilutive effect of RSUs 589 581 586 565 Add: Dilutive effect of Convertible Notes 9,099 7,309 — 7,309 Weighted average common shares outstanding, diluted 53,612 51,863 44,447 52,613 Net income per share, basic $ 1.31 $ 1.58 $ 0.40 $ 1.37 Net income per share, diluted $ 1.13 $ 1.36 $ 0.40 $ 1.25 For the nine months ended September 30, 2023, interest expense related to convertible notes of $ 6.9 million and the potential dilution from the convertible notes converting into 9,099 shares of common stock have been excluded from the calculation of diluted earnings per share, as their inclusion would have been antidilutive. In connection with the issuance of the 3.75 % Convertible Notes in May 2023, we entered into Capped Calls Transactions, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive. 25 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) 16.   Income Taxes The following table presents the provision for (benefit from) income taxes for the respective periods: Three Months Ended September 30, Nine Months Ended September 30, As Restated As Restated (dollars in thousands) 2023 2022 2023 2022 Provision for (benefit from) income taxes $ 22,423 $ ( 7,710 ) $ 21,978 $ 7,310 Effective tax rate 28.1 % ( 13.4 %) 73.6 % 10.9 % Our effective tax rate for the three months ended September 30, 2023 is higher than the prior year due to the tax benefit recognized in the prior year associated with the reversal of deferred tax liabilities related to the Water Resources and Mineral Services businesses no longer being held for sale and the release of valuation allowances related to the utilization of capital loss carryforwards. Our effective tax rate for the nine months ended September 30, 2023 was higher than the prior year primarily due to a $ 49.3 million non-deductible expense associated with the refinancing of a portion of the Company's 2.75 % Convertible Notes in the second quarter of 2023, combined with the tax benefits recognized in the prior year for the items noted above, partially offset by non-deductible goodwill associated with the sale of Inliner. See Note 14 for more information regarding the convertible notes. 17.   Contingencies - Legal Proceedings Liabilities relating to legal proceedings and government inquiries, to the extent that we have concluded such liabilities are probable and the amounts of such liabilities are reasonably estimable, are recorded in the consolidated balance sheets. It is possible that future developments in our legal proceedings and inquiries could require us to (i) adjust or reverse existing accruals, or (ii) record new accruals that we did not originally believe to be probable or that could not be reasonably estimated. Such changes could be material to our financial condition, results of operations and/or cash flows in any particular reporting period. In addition, disclosure is required when a material loss is probable but not reasonably estimable, a material loss is reasonably possible but not probable, or when it is reasonably possible that the amount of a loss will exceed the amount recorded. The total liabilities for legal proceedings are recorded in accrued expenses and other current liabilities on the condensed consolidated balance sheet (see Note 13). The total range of possible loss related to (i) matters considered reasonably possible, and (ii) reasonably possible amounts in excess of accrued losses recorded for probable loss contingencies, including those related to liquidated damages, could have a material impact on our consolidated financial statements if they become probable and the reasonably estimable amount is determined. Ordinary Course Legal Proceedings In the ordinary course of business, we and our affiliates are involved in various legal proceedings alleging, among other things, liability issues or breach of contract or tortious conduct in connection with the performance of services and/or materials provided, the various outcomes of which often cannot be predicted with certainty. For information on our accounting policies regarding affirmative claims and back charges that we are party to in the ordinary course of business, see Note 1 of our Annual Report. We and our affiliates are also subject to government inquiries in the ordinary course of business seeking information concerning our compliance with government construction contracting requirements and various laws and regulations, the outcomes which often cannot be predicted with certainty. Some of the matters in which we or our joint ventures and affiliates are involved may involve compensatory, punitive, or other claims or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that are not probable to be incurred or cannot currently be reasonably estimated. In addition, in some circumstances our government contracts could be terminated, we could be suspended, debarred or incur other administrative penalties or sanctions, or payment of our costs could be disallowed. While any of our pending legal proceedings may be subject to early resolution as a result of our ongoing efforts to resolve the proceedings, whether or when any legal proceeding will be resolved is neither predictable nor guaranteed. 26 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) Salesforce Tower Matter Our wholly-owned subsidiary, Layne Christensen Company ("Layne"), was a subcontractor on the foundation for the Salesforce Tower office building in San Francisco in 2013 and 2014. Certain anomalies were discovered in March 2014 in the foundation’s structural concrete, which were remediated by the general contractor during 2015. Layne assigned any insurance claims it may have had under the project’s builder’s risk insurance policy to the general contractor. During 2014, the project owner and the general contractor submitted a claim to the project’s builder’s risk insurers to cover the cost of remedial work and related damages. The claim was denied by the builder’s risk insurers. The project owner and the general contractor subsequently filed a legal proceeding against the insurers seeking coverage under the builder’s risk insurance policy, which proceeding was then transferred by agreement to arbitration. On July 20, 2021, we were informed of an arbitration award denying insurance coverage for claims related to the remedial measures undertaken by the general contractor of the Salesforce Tower and related damages. On February 3, 2022, a lawsuit titled Steadfast Insurance Company (“Steadfast”), a subrogee of Clark/Hathaway Dinwiddie, a Joint Venture (“CHDJV”) v. Layne Christensen Company (“Layne”) , was filed in the Superior Court of the State of California, County of San Francisco, seeking damages of approximately $ 70 million for costs incurred by Steadfast on behalf of CHDJV to cure Layne’s allegedly defective work on the foundation of the Salesforce Tower. On February 4, 2022, CHDJV submitted an arbitration demand with the American Arbitration Association against Granite Construction Incorporated seeking to recover approximately $ 30 million for costs incurred by CHDJV to cure Layne’s allegedly defective work on the foundation of the Salesforce Tower. CHDJV subsequently dismissed Granite and added Layne as a respondent to the arbitration. On May 6, 2022, CHDJV consolidated its claims with those of Steadfast and joined as a plaintiff in the Steadfast lawsuit, and on May 16, 2022, the arbitration was stayed. The parties attended mediation on August 4, 2023, and, on October 11, 2023, entered into a settlement agreement to resolve the matters in the Steadfast lawsuit and arbitration. Pursuant to the terms of the settlement agreement, Steadfast and CHDJV agreed to release the Company and Layne from any and all claims, rights, causes of action, liabilities, actions, suits, damages or demands of any kind whatsoever, that arose out of or are based upon or related to the facts alleged in the Steadfast lawsuit and arbitration. The settlement agreement contained no admission of liability, wrongdoing or responsibility by any of the parties. The settlement agreement provides for the dismissal of the Steadfast lawsuit and the arbitration following payment of the settlement amount, which is required by December 8, 2023. We have recorded a pre-tax charge of $ 20.0 million, net of estimated insurance recovery, which is reflected in other costs on the condensed consolidated statements of operations for the nine months ended September 30, 2023. 18.  Reportable Segment Information Our reportable segments are the same as our operating segments and correspond with how our chief operating decision maker, or decision-making group (our “CODM”), regularly reviews financial information to allocate resources and assess performance. We identified our CODM as our Chief Executive Officer and our Chief Operating Officer. Our reportable segments are: Construction and Materials. Summarized segment information is as follows (in thousands): Three months ended September 30, Construction Materials Total 2023 Total revenue from reportable segments $ 945,698 $ 245,060 $ 1,190,758 Elimination of intersegment revenue — ( 73,938 ) ( 73,938 ) Revenue from external customers $ 945,698 $ 171,122 $ 1,116,820 Gross profit $ 137,162 $ 29,481 $ 166,643 Depreciation, depletion and amortization $ 11,239 $ 7,431 $ 18,670 2022 (As Restated) Total revenue from reportable segments $ 847,371 $ 233,261 $ 1,080,632 Elimination of intersegment revenue — ( 71,722 ) ( 71,722 ) Revenue from external customers $ 847,371 $ 161,539 $ 1,008,910 Gross profit $ 93,017 $ 22,038 $ 115,055 Depreciation, depletion and amortization $ 18,262 $ 6,870 $ 25,132 27 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) Nine Months Ended September 30, Construction Materials Total 2023 Total revenue from reportable segments $ 2,198,527 $ 523,813 $ 2,722,340 Elimination of intersegment revenue — ( 146,900 ) ( 146,900 ) Revenue from external customers $ 2,198,527 $ 376,913 $ 2,575,440 Gross profit $ 253,021 $ 49,067 $ 302,088 Depreciation, depletion and amortization $ 31,232 $ 20,644 $ 51,876 Segment assets as of period end $ 449,354 $ 421,766 $ 871,120 2022 (As Restated) Total revenue from reportable segments $ 2,138,858 $ 506,228 $ 2,645,086 Elimination of intersegment revenue — ( 133,043 ) ( 133,043 ) Revenue from external customers $ 2,138,858 $ 373,185 $ 2,512,043 Gross profit $ 231,748 $ 40,965 $ 272,713 Depreciation, depletion and amortization $ 31,651 $ 20,007 $ 51,658 Segment assets as of period end $ 434,604 $ 351,520 $ 786,124 A reconciliation of segment gross profit to consolidated income before income taxes is as follows: Three Months Ended September 30, Nine Months Ended September 30, As Restated As Restated (in thousands) 2023 2022 2023 2022 Total gross profit from reportable segments $ 166,643 $ 115,055 $ 302,088 $ 272,713 Selling, general and administrative expenses 74,794 61,795 212,479 192,036 Other costs, net 19,843 ( 490 ) 37,973 22,401 Gain on sales of property and equipment, net ( 1,812 ) ( 949 ) ( 7,793 ) ( 10,462 ) Total other (income) expense, net ( 6,101 ) ( 2,789 ) 29,573 1,747 Income before income taxes $ 79,919 $ 57,488 $ 29,856 $ 66,991 28 Table of Contents