GRANITE CONSTRUCTION INC 10-Q

gva20210930_10q.htm       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, 2021 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: 1-12911 GRANITE CONSTRUCTION INCORPORATED State of Incorporation: I.R.S. Employer Identification Number: Delaware 77-0239383 Address of principal executive offices: 585 W. Beach Street Watsonville , California 95076 ( 831 ) 724-1011 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, $0.01 par value   GVA New 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 October 22, 2021. Class   Outstanding Common stock, $0.01 par value   45,826,735             Table of Contents         Index PART I. FINANCIAL INFORMATION   Item 1. Financial Statements (unaudited)     Condensed Consolidated Balance Sheets as of September 30, 2021, December 31, 2020 and September 30, 2020     Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020     Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2021 and 2020     Condensed Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended September 30, 2021 and 2020     Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020     Notes to the Condensed Consolidated Financial Statements   Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   Item 3. Quantitative and Qualitative Disclosures About Market Risk   Item 4. Controls and Procedures PART II. OTHER INFORMATION   Item 1. Legal Proceedings   Item 1A. Risk Factors   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   Item 4. Mine Safety Disclosures   Item 6. Exhibits SIGNATURES EXHIBIT 31.1 EXHIBIT 31.2 EXHIBIT 32 EXHIBIT 95 EXHIBIT 101.INS EXHIBIT 101.SCH EXHIBIT 101.CAL EXHIBIT 101.DEF EXHIBIT 101.LAB EXHIBIT 101.PRE EXHIBIT 104       1 Table of Contents     PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS   GRANITE CONSTRUCTION INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited - in thousands, except share and per share data)     September 30, 2021     December 31, 2020     September 30, 2020   ASSETS                         Current assets                         Cash and cash equivalents ( $119,611 , $74,819 and $92,587 related to consolidated construction joint ventures (“CCJVs”))   $ 464,049     $ 436,136     $ 388,024   Receivables, net ( $42,530 , $56,147 and $32,028 related to CCJVs)     684,822       540,812       661,948   Contract assets ( $42,792 , $33,838 and $27,528 related to CCJVs)     204,046       164,939       159,939   Inventories     77,412       82,362       102,111   Equity in construction joint ventures     195,354       188,798       184,980   Other current assets ( $9,954 , $13,252 and $13,634 related to CCJVs)     39,749       42,199       48,300   Total current assets     1,665,432       1,455,246       1,545,302   Property and equipment, net ( $17,534 , $23,704 and $25,765 related to CCJVs)     510,658       527,016       536,256   Long-term marketable securities     10,600       5,200       5,700   Investments in affiliates     72,415       75,287       76,464   Goodwill     116,788       116,777       116,691   Right of use assets     58,226       62,256       68,276   Deferred income taxes, net     41,228       41,839       39,439   Other noncurrent assets     86,409       96,375       100,145   Total assets   $ 2,561,756     $ 2,379,996     $ 2,488,273                             LIABILITIES AND EQUITY                         Current liabilities                         Current maturities of long-term debt   $ 8,718     $ 8,278     $ 8,253   Accounts payable ( $62,547 , $53,033 and $50,503 related to CCJVs)     397,152       359,160       385,259   Contract liabilities ( $56,914 , $79,777 and $73,426 related to CCJVs)     195,267       171,321       189,430   Accrued expenses and other current liabilities ( $5,238 , $4,410 and $4,553 related to CCJVs)     499,214       404,497       391,651   Total current liabilities     1,100,351       943,256       974,593   Long-term debt     331,192       330,522       405,644   Long-term lease liabilities     39,908       46,769       51,879   Deferred income taxes, net     3,168       3,155       3,417   Other long-term liabilities     64,783       64,684       63,741   Commitments and contingencies (see Note 16)                               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: 45,826,409 shares as of September 30, 2021, 45,668,541 shares as of December 31, 2020 and 45,655,682 shares as of September 30, 2020     458       457       457   Additional paid-in capital     558,121       555,407       554,303   Accumulated other comprehensive loss     ( 3,468 )     ( 5,035 )     ( 6,000 ) Retained earnings     430,074       424,835       422,846   Total Granite Construction Incorporated shareholders’ equity     985,185       975,664       971,606   Non-controlling interests     37,169       15,946       17,393   Total equity     1,022,354       991,610       988,999   Total liabilities and equity   $ 2,561,756     $ 2,379,996     $ 2,488,273   The accompanying notes are an integral part of these condensed consolidated financial statements. 2   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,       2021     2020     2021     2020   Revenue                                 Transportation   $ 568,186     $ 623,999     $ 1,444,450     $ 1,510,001   Water     121,968       106,599       335,153       317,980   Specialty     234,300       205,134       590,245       513,087   Materials     137,675       129,457       326,366       275,819   Total revenue     1,062,129       1,065,189       2,696,214       2,616,887   Cost of revenue                                 Transportation     509,683       569,677       1,290,564       1,399,113   Water     112,092       94,042       306,148       283,497   Specialty     203,442       171,842       517,693       465,234   Materials     116,977       103,631       281,610       230,904   Total cost of revenue     942,194       939,192       2,396,015       2,378,748   Gross profit     119,935       125,997       300,199       238,139   Selling, general and administrative expenses     77,603       72,889       227,400       224,128   Non-cash impairment charges (see Note 3)     —       132,277       —       156,690   Other costs (see Note 3)     3,759       9,689       85,547       28,513   Gain on sales of property and equipment, net (see Note 12)     ( 5,159 )     ( 3,057 )     ( 39,349 )     ( 4,870 ) Operating income (loss)     43,732       ( 85,801 )     26,601       ( 166,322 ) Other (income) expense                                 Interest income     ( 293 )     ( 755 )     ( 737 )     ( 2,813 ) Interest expense     5,131       6,359       16,019       17,902   Equity in income of affiliates, net     ( 2,539 )     ( 2,353 )     ( 10,578 )     ( 4,415 ) Other expense (income), net     106       ( 1,967 )     ( 3,018 )     92   Total other expense, net     2,405       1,284       1,686       10,766   Income (loss) before provision for (benefit from) income taxes     41,327       ( 87,085 )     24,915       ( 177,088 ) Provision for (benefit from) income taxes     8,904       11,272       2,068       ( 5,220 ) Net income (loss)     32,423       ( 98,357 )     22,847       ( 171,868 ) Amount attributable to non-controlling interests     2,620       7,195       462       18,741   Net income (loss) attributable to Granite Construction Incorporated   $ 35,043     $ ( 91,162 )   $ 23,309     $ ( 153,127 )                                   Net income (loss) per share attributable to common shareholders (see Note 14)                                 Basic   $ 0.76     $ ( 2.00 )   $ 0.51     $ ( 3.36 ) Diluted   $ 0.73     $ ( 2.00 )   $ 0.49     $ ( 3.36 ) Weighted average shares of common stock                                 Basic     45,821       45,654       45,773       45,598   Diluted     47,906       45,654       47,522       45,598   The accompanying notes are an integral part of these condensed consolidated financial statements. 3   Table of Contents     GRANITE CONSTRUCTION INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited - in thousands)     Three Months Ended September 30,     Nine Months Ended September 30,       2021     2020     2021     2020   Net income (loss)   $ 32,423     $ ( 98,357 )   $ 22,847     $ ( 171,868 ) Other comprehensive (loss) income, net of tax:                                 Net unrealized (loss) gain on derivatives   $ ( 945 )   $ ( 904 )   $ 282     $ ( 3,999 ) Less: reclassification for net losses included in interest expense     379       358       1,557       798   Net change   $ ( 566 )   $ ( 546 )   $ 1,839     $ ( 3,201 ) Foreign currency translation adjustments, net     ( 151 )     344       ( 273 )     ( 156 ) Other comprehensive (loss) income   $ ( 717 )   $ ( 202 )   $ 1,566     $ ( 3,357 ) Comprehensive income (loss)   $ 31,706     $ ( 98,559 )   $ 24,413     $ ( 175,225 ) Non-controlling interests in comprehensive income     2,620       7,195       462       18,741   Comprehensive income (loss) attributable to Granite Construction Incorporated   $ 34,326     $ ( 91,364 )   $ 24,875     $ ( 156,484 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 4   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 (Loss) Income       Retained Earnings       Total Granite Shareholders’ Equity       Non-controlling Interests       Total Equity   Balances at June 30, 2021     45,818,719     $ 458     $ 556,615     $ ( 2,750 )   $ 401,061     $ 955,384     $ 32,858     $ 988,242   Net income (loss)     —       —       —       —       35,043       35,043       ( 2,620 )     32,423   Other comprehensive loss     —       —       —       ( 717 )     —       ( 717 )     —       ( 717 ) Purchases of common stock (1)     ( 2,683 )     —       ( 105 )     —       —       ( 105 )     —       ( 105 ) Restricted stock units (“RSUs”) vested     10,399       —       —       —       —       —       —       —   Dividends on common stock ( $0.13 per share)     —       —       —       —       ( 5,958 )     ( 5,958 )     —       ( 5,958 ) Transactions with non-controlling interests     —       —       —       —       —       —       6,931       6,931   Amortized RSUs and other     ( 26 )     —       1,611       ( 1 )     ( 72 )     1,538       —       1,538   Balances at September 30, 2021     45,826,409     $ 458     $ 558,121     $ ( 3,468 )   $ 430,074     $ 985,185     $ 37,169     $ 1,022,354                                                                     Balances at June 30, 2020     45,651,914     $ 458     $ 553,038     $ ( 5,800 )   $ 520,025     $ 1,067,721     $ 23,039     $ 1,090,760   Net loss     —       —       —       —       ( 91,162 )     ( 91,162 )     ( 7,195 )     ( 98,357 ) Other comprehensive loss     —       —       —       ( 202 )     —       ( 202 )     —       ( 202 ) Purchases of common stock (1)     ( 1,352 )     —       ( 25 )     —       —       ( 25 )     —       ( 25 ) RSUs vested     5,133       —       —       —       —       —       —       —   Dividends on common stock ( $0.13 per share)     —       —       —       —       ( 5,935 )     ( 5,935 )     —       ( 5,935 ) Transactions with non-controlling interests     —       —       —       —       —       —       1,549       1,549   Amortized RSUs and other     ( 13 )     ( 1 )     1,290       2       ( 82 )     1,209       —       1,209   Balances at September 30, 2020     45,655,682     $ 457     $ 554,303     $ ( 6,000 )   $ 422,846     $ 971,606     $ 17,393     $ 988,999                                                                     Balances at December 31, 2020     45,668,541     $ 457     $ 555,407     $ ( 5,035 )   $ 424,835     $ 975,664     $ 15,946     $ 991,610   Net income (loss)     —       —       —       —       23,309       23,309       ( 462 )     22,847   Other comprehensive income     —       —       —       1,566       —       1,566       —       1,566   Purchases of common stock (1)     ( 65,283 )     ( 1 )     ( 2,602 )     —       —       ( 2,603 )     —       ( 2,603 ) RSUs vested     223,966       2       ( 2 )     —       —       —       —       —   Dividends on common stock ( $0.13 per share)     —       —       —       —       ( 17,867 )     ( 17,867 )     —       ( 17,867 ) Transactions with non-controlling interests     —       —       —       —       —       —       21,685       21,685   Amortized RSUs and other     ( 815 )     —       5,318       1       ( 203 )     5,116       —       5,116   Balances at September 30, 2021     45,826,409     $ 458     $ 558,121     $ ( 3,468 )   $ 430,074     $ 985,185     $ 37,169     $ 1,022,354                                                                     Balances at December 31, 2019     45,503,805     $ 456     $ 549,307     $ ( 2,645 )   $ 594,353     $ 1,141,471     $ 36,945     $ 1,178,416   Net loss     —       —       —       —       ( 153,127 )     ( 153,127 )     ( 18,741 )     ( 171,868 ) Other comprehensive loss     —       —       —       ( 3,357 )     —       ( 3,357 )     —       ( 3,357 ) Purchases of common stock (1)     ( 55,273 )     ( 1 )     ( 750 )     —       —       ( 751 )     —       ( 751 ) RSUs vested     173,493       2       —       —       —       2       —       2   Dividends on common stock ( $0.13 per share)     —       —       —       —       ( 17,797 )     ( 17,797 )     —       ( 17,797 ) Effect of adopting Topic 326     —       —       —       —       ( 366 )     ( 366 )     —       ( 366 ) Transactions with non-controlling interests     —       —       —       —       —       —       ( 810 )     ( 810 ) Amortized RSUs and other     33,657       —       5,746       2       ( 217 )     5,531       ( 1 )     5,530   Balances at September 30, 2020     45,655,682     $ 457     $ 554,303     $ ( 6,000 )   $ 422,846     $ 971,606     $ 17,393     $ 988,999   (1) On June 2, 2021, the Company’s stockholders approved the 2021 Equity Incentive Plan, which replaced the Amended and Restated 2012 Equity Incentive Plan. This amount represents shares purchased in connection with employee tax withholding for RSUs vested under our 2012 and 2021 Equity Incentive Plans.  The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents     GRANITE CONSTRUCTION INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ( Unaudited - in thousands ) Nine Months Ended September 30,   2021     2020   Operating activities                 Net income (loss)   $ 22,847     $ ( 171,868 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities:                 Depreciation, depletion and amortization     81,008       84,713   Amortization related to the 2.75% Convertible Notes (see Note 13)     7,038       6,458   Gain on sales of property and equipment, net (see Note 12)     ( 39,349 )     ( 4,870 ) Stock-based compensation     5,181       5,203   Equity in net (income) loss from unconsolidated joint ventures     ( 8,027 )     38,529   Net income from affiliates     ( 10,578 )     ( 4,415 ) Non-cash impairment charges (see Note 3)     —       156,690   Other non-cash adjustments     664       3,067   Changes in assets and liabilities:                 Accrual for legal settlement (see Note 16)     129,000       —   Insurance receivable for legal settlement (see Note 16)     ( 63,000 )     —   Receivables     ( 81,072 )     ( 98,118 ) Contract assets, net     ( 17,155 )     144,558   Inventories     4,951       ( 13,226 ) Contributions to unconsolidated construction joint ventures     ( 61,780 )     ( 38,044 ) Distributions from unconsolidated construction joint ventures and affiliates     14,379       9,279   Other assets, net     ( 102 )     ( 6,208 ) Accounts payable     47,223       ( 16,559 ) Accrued expenses and other liabilities, net     28,694       43,477   Net cash provided by operating activities     59,922       138,666   Investing activities                 Purchases of marketable securities     ( 5,000 )     ( 9,996 ) Maturities of marketable securities     —       10,000   Proceeds from called marketable securities     —       24,996   Purchases of property and equipment     ( 72,964 )     ( 74,901 ) Proceeds from sales of property and equipment (see Note 12)     58,002       12,283   Other investing activities, net     2,581       ( 4,283 ) Net cash used in investing activities     ( 17,381 )     ( 41,901 ) Financing activities                 Proceeds from debt     —       50,000   Debt principal repayments     ( 6,795 )     ( 6,321 ) Cash dividends paid     ( 17,846 )     ( 17,777 ) Repurchases of common stock     ( 2,603 )     ( 753 ) Contributions from non-controlling partners     15,701       9,250   Distributions to non-controlling partners     ( 3,022 )     ( 10,060 ) Other financing activities, net     ( 63 )     324   Net cash (used in) provided by financing activities     ( 14,628 )     24,663   Net increase in cash, cash equivalents and restricted cash     27,913       121,428   Cash, cash equivalents and $1,512 and $5,835 in restricted cash at beginning of period     437,648       268,108   Cash, cash equivalents and $1,512 in restricted cash at end of each period   $ 465,561     $ 389,536   Supplementary Information                 Right of use assets obtained in exchange for lease obligations   $ 13,731     $ 9,486   Cash paid for operating lease liabilities     16,967       16,137   Cash paid during the period for:                 Interest   $ 9,215     $ 11,966   Income taxes     1,869       2,360   Non-cash investing and financing activities:                 RSUs issued, net of forfeitures   $ 7,563     $ 4,685   Dividends declared but not paid     5,957       5,935   Contributions from non-controlling partners     9,006       —   The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents   GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)   1.   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, 2020 . 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, 2021  and  2020  and the results of our operations and cash flows for the periods presented. The  December 31, 2020  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. We prepared the accompanying condensed consolidated financial statements on the same basis as our annual consolidated financial statements. Our policy related to derivative instruments was expanded, as follows, to reflect treatment of the interest rate swap de-designation that occurred during the three months ended June 30, 2021, which is further discussed in Note 9. Derivative Instruments: We recognize derivative instruments as either assets or liabilities in the consolidated balance sheets at fair value using Level 2 inputs. To receive hedge accounting treatment, derivative instruments that are designated as cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. We formally document our hedge relationships at inception, including identification of the hedging instruments and the hedged items, our risk management objectives and strategies for undertaking the hedge transaction, and the initial quantitative assessment of the hedging instrument’s effectiveness in offsetting changes in the fair value of the hedged items. The effective portion of the gain or loss on cash flow hedges is reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified to the consolidated statements of operations when the periodic hedged cash flows are settled. Adjustments to fair value on derivatives that are not  part of a designated hedging relationship are reported through the consolidated statements of operations. We do not enter into derivative instruments for speculative or trading purposes. 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, 2021  are not necessarily indicative of the results to be expected for the full year. Cash, Cash Equivalents and Restricted Cash: The table below presents changes in cash, cash equivalents and restricted cash on the condensed consolidated statements of cash flows and a reconciliation to the amounts reported in the condensed consolidated balance sheets (in thousands): Nine months ended September 30,   2021     2020   Cash, cash equivalents and restricted cash, beginning of period   $ 437,648     $ 268,108   End of the period                 Cash and cash equivalents     464,049       388,024   Restricted cash     1,512       1,512   Total cash, cash equivalents and restricted cash, end of period     465,561       389,536   Net increase in cash, cash equivalents and restricted cash   $ 27,913     $ 121,428     2.   Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)  2020 - 06,   Debt — Debt with Conversion and Other Options (Subtopic 470 - 20 ) and Derivatives and Hedging — Contracts in Entity ’ s Own Equity (Subtopic 815 - 40 ): Accounting for Convertible Instruments and Contracts in an Entity ’ s Own Equity (“ASU 2020 - 06” ) ,  which simplifies the accounting for convertible instruments resulting in accounting for convertible debt instruments as a single liability measured at its amortized cost. This change will also reduce reported interest expense and increase reported net income as we issued a convertible instrument that was bifurcated according to previously existing rules. In addition, the ASU requires the application of the if-converted method for calculating diluted earnings per share and eliminates the treasury stock method for convertible debt. The ASU is effective commencing with our quarter ending  March 31, 2022. We currently anticipate adopting this ASU using the modified retrospective transition approach. Upon issuance of the  2.75 % convertible senior notes due 2024 ( “2.75%  Convertible Notes”), cash received was separated into a $ 192.6 million debt component and a $ 27.9  million (net of $ 9.5  million in taxes) equity component. We have been increasing the debt component for the difference between the principal amount and the $ 192.6 million (“debt discount”) with an offset to interest expense over the life of the loan using an effective interest rate. Upon adoption of ASU 2020 - 06, interest expense previously recorded and remaining to be recorded from the debt discount will be reversed through retained earnings with an offset to debt, net of tax. We estimate this impact to long-term debt and retained earnings to be between $ 20 million and $ 40 million. In addition, using the if-converted method as compared to the treasury stock method may have a material impact to diluted earnings per share if the Company is in a net income position. In March 2020, the FASB issued ASU 2020 - 04,  Reference Rate Reform (Topic 848 ): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional guidance to ease the potential burden in accounting for the effects of the transition away from LIBOR and other reference rates. Also, in January 2021, the FASB issued ASU 2021 - 01,   Reference Rate Reform (Topic   848 ): Scope , which provided clarification guidance to ASU  2020 - 04. These ASUs are effective at our option beginning with our quarter ended March 31, 2020 through December 31, 2022,  and we expect to adopt in the second quarter of 2022. As our Third Amended and Restated Credit Agreement dated May 18, 2021, as subsequently amended (the “Credit Agreement”) currently incorporates the use of the secured overnight financing rate as an alternative to LIBOR, we do not expect the adoption of these ASUs to have a material impact on our condensed consolidated financial statements. 7 Table of Contents   GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited)   3.  Impairment Charges and Other Costs Goodwill We perform our goodwill impairment tests annually as of  November 1  and more frequently when events and circumstances occur that indicate a possible impairment of goodwill. There were no events or circumstances during the nine months ended September  30, 2021  that would indicate a possible goodwill impairment.  We performed an interim goodwill impairment test on the March  31, 2020 balances of our Water and Mineral Services Group Materials and Water and Mineral Services Group Specialty reporting units due to an adverse change in the business climate for these reporting units, including a modified relationship with a business partner, increased competition and market consolidation during the three months ended March 31, 2020, exacerbated by economic disruption and market conditions associated with the COVID- 19 pandemic. These factors led to reductions in the revenue and margin growth rates used in our quantitative goodwill tests. The goodwill impairment test resulted in a $ 14.8  million impairment charge during the three  months ended March  31, 2020 associated with our Water and Mineral Services Group Materials reporting unit and no impairment charge associated with our Water and Minerals Services Group Specialty reporting unit as its estimated fair value exceeded its net book value (i.e., headroom) by over 15%. Interim goodwill impairment tests were not performed on our remaining reporting units as there was no indication of a possible goodwill impairment.  We performed a  second  interim goodwill impairment test on the  September  30,   2020  balances of our Midwest Group Specialty, Water and Mineral Services Group Water and Water and Mineral Services Group Materials reporting units due to the continued impact from an adverse change in the business climate, including reduced market share due to loss of strategic personnel during the  three  months ended  September 30, 2020 .  These factors led to reductions in the revenue and margin growth rates, and delays in the timing of future cash flows used in our quantitative goodwill tests. The goodwill impairment test resulted in a non-cash impairment charge of an additional $ 117.9  million and $ 14.4  million associated with our Water and Mineral Services Group Water and Water and Mineral Services Group Materials reporting units, respectively, during the  three  months ended  September 30, 2020 .  The goodwill impairment test for the Midwest Group Specialty reporting unit indicated that its estimated fair value exceeded its net book value (i.e., headroom) by over 15%;  therefore,  no  impairment charge was recorded. Interim goodwill impairment tests were  not  performed on our remaining reporting units as there was  no  indication of a possible goodwill impairment.  Consistent with our annual impairment test, we calculated the estimated fair values of the Water and Mineral Services Group Materials and Water and Mineral Services Group Specialty reporting units using the discounted cash flows and market multiple methods. Judgments inherent in these methods included the determination of appropriate discount rates, the amount and timing of expected future cash flows, revenue and margin growth rates, and appropriate benchmark companies. The cash flows used in our discounted cash flow model were based on five -year financial forecasts developed internally by management adjusted for market participant-based assumptions. Our discount rate assumptions were based on an assessment of the equity cost of capital and appropriate capital structure for our reporting units. Future developments that we are unable to anticipate may require us to further revise the estimated future cash flows, which could adversely affect the fair value of our reporting units in future periods and result in additional impairment charges. The assumptions used in the goodwill impairment tests are classified as Level 3 inputs.  Investments in Affiliates Investments in affiliates are evaluated for impairment using the other-than-temporary impairment model, which requires an impairment charge to be recognized if our investments’ carrying amounts exceed their fair value, and the decline in fair value is deemed to be other than temporary. There were no events or changes in circumstances which would cause us to assess our investments for impairment during the nine months ended September  30, 2021 or during the three months ended September 30, 2020. During the three months ended March  31, 2020, operating costs increased in certain of our foreign entity investments in affiliates which resulted in price increases and therefore a decrease in demand. The effect of this change in business climate on certain investments’ expected future operating cash flows resulted in other than temporary declines in fair value below the carrying values. Therefore, we recorded a non-cash impairment charge of $ 9.6  million during the nine months ended September 30, 2020 using assumptions classified as Level 3 inputs. Other Costs Other costs included on the condensed consolidated statements of operations primarily consisted of $ 66.0  million in net settlement charges for the nine months ended September  30, 2021 as further described in Note 16. Other costs also included $ 3.5  million and $ 16.9  million for the  three and nine months ended September 30, 2021 , respectively, and $ 9.7  million and $ 28.4  million for the three and nine months ended September 30, 2020 , respectively, of legal, accounting and investigation fees related to the lawsuits discussed in Note 16 and to the independent investigation undertaken by the Audit/Compliance Committee. The remaining Other costs were primarily related to restructuring in the Heavy Civil operating group and integration expenses related to the Layne Christensen Company (“Layne”) acquisition.   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 changes 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, 2021  and 2020 , we did  not  identify any material amounts that should have been recorded in a prior period.  There were no increases from revisions in estimates, which individually had an impact of $ 5.0 million or more on gross profit, for the periods presented. Decreases for all periods presented were in our Transportation segment except for one project in the Water segment during the nine months ended September 30, 2021 and one project in the Specialty segment during each period in 2020 and the nine months ended September 30, 2021.  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,       2021     2020     2021     2020   Number of projects with downward estimate changes     2       3       5       6   Amount/range of reduction in gross profit from each project, net   $ 5.7 - 10.9     $ 7.2 - 17.8     $ 5.5 - 16.2     $ 6.5 - 37.6   Decrease to project profitability     16.6       32.2       48.2       107.5   Decrease to net income/increase to net loss     13.0       21.7       37.7       72.6   Amounts attributable to non-controlling interests     5.5       8.9       10.0       26.3   Decrease to net income/increase to net loss attributable to Granite Construction Incorporated     7.5       12.8       27.7       46.3   Decrease to net income/increase to net loss per diluted share attributable to common shareholders (1)     0.16       0.28       0.58       1.01   ( 1 ) The prior period amounts have been adjusted to correct an immaterial disclosure error in the previously issued September 30, 2020  condensed consolidated financial statements. The decreases during the three and nine months ended September 30, 2021 were due to additional costs from acceleration of work coupled with lower productivity and higher costs than originally anticipated. The decreases during the nine months ended September 30, 2021 were also due to unfavorable weather and extended project duration. The decreases during the three and nine months ended September 30, 2020 were due to additional costs from differing site conditions, lower productivity than originally anticipated and unfavorable weather. 8 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited)   5.   Disaggregation of Revenue The following tables present our disaggregated revenue (in thousands):  Three Months Ended September 30, 2021   Transportation     Water     Specialty     Materials     Total   California   $ 191,146     $ 8,531     $ 56,364     $ 76,029     $ 332,070   Federal     4,442       9       29,347       —       33,798   Heavy Civil     138,201       7,799       34,424       —       180,424   Midwest     34,767       —       25,608       —       60,375   Northwest     199,630       2,124       61,030       56,403       319,187   Water and Mineral Services     —       103,505       27,527       5,243       136,275   Total   $ 568,186     $ 121,968     $ 234,300     $ 137,675     $ 1,062,129     2020   Transportation     Water     Specialty     Materials     Total   California   $ 224,636     $ 10,498     $ 62,623     $ 75,901     $ 373,658   Federal     3,140       341       28,765       —       32,246   Heavy Civil     165,434       9,985       12,892       —       188,311   Midwest     43,896       —       24,392       —       68,288   Northwest     186,893       444       57,247       48,674       293,258   Water and Mineral Services     —       85,331       19,215       4,882       109,428   Total   $ 623,999     $ 106,599     $ 205,134     $ 129,457     $ 1,065,189     Nine Months Ended September 30, 2021   Transportation     Water     Specialty     Materials     Total   California   $ 478,823     $ 27,512     $ 153,497     $ 188,475     $ 848,307   Federal     9,593       166       70,280       —       80,039   Heavy Civil     445,812       21,197       82,651       —       549,660   Midwest     83,945       —       71,376       —       155,321   Northwest     426,277       4,202       138,487       124,564       693,530   Water and Mineral Services     —       282,076       73,954       13,327       369,357   Total   $ 1,444,450     $ 335,153     $ 590,245     $ 326,366     $ 2,696,214     2020   Transportation     Water     Specialty     Materials     Total   California   $ 478,590     $ 24,225     $ 158,076     $ 161,397     $ 822,288   Federal     5,306       1,309       78,760       —       85,375   Heavy Civil     519,963       28,260       27,963       —       576,186   Midwest     103,081       152       74,543       —       177,776   Northwest     403,061       4,344       125,647       103,812       636,864   Water and Mineral Services     —       259,690       48,098       10,610       318,398   Total   $ 1,510,001     $ 317,980     $ 513,087     $ 275,819     $ 2,616,887     9 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited)   6.   Unearned Revenue The following tables present our unearned revenue as of the respective periods (in thousands): September 30, 2021   Transportation     Water     Specialty     Total   California   $ 695,445     $ 35,972     $ 114,178     $ 845,595   Federal     40,477       65       75,827       116,369   Heavy Civil     513,590       154,005       124,026       791,621   Midwest     85,755       —       287,144       372,899   Northwest     468,397       3,731       273,622       745,750   Water and Mineral Services     —       159,958       —       159,958   Total   $ 1,803,664     $ 353,731     $ 874,797     $ 3,032,192     June 30, 2021   Transportation     Water     Specialty     Total   California   $ 769,260     $ 44,066     $ 150,178     $ 963,504   Federal     7,303       73       102,972       110,348   Heavy Civil     622,491       161,632       172,818       956,941   Midwest     107,630       —       295,447       403,077   Northwest     568,814       3,891       292,395       865,100   Water and Mineral Services     —       153,051       —       153,051   Total   $ 2,075,498     $ 362,713     $ 1,013,810     $ 3,452,021     September 30, 2020   Transportation     Water     Specialty     Total   California   $ 562,988     $ 52,598     $ 115,748     $ 731,334   Federal     13,787       494       107,273       121,554   Heavy Civil     1,060,034       24,803       224,427       1,309,264   Midwest     169,538       —       106,694       276,232   Northwest     505,559       721       50,752       557,032   Water and Mineral Services     —       118,938       —       118,938   Total   $ 2,311,906     $ 197,554     $ 604,894     $ 3,114,354     Approximately $ 2.3  billion of the September 30, 2021  unearned revenue is expected to be recognized within the next twelve months and the remaining amount will be recognized thereafter. 10 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited)   7.   Contract Assets and Liabilities As work is performed, revenue is recognized and the corresponding contract liabilities are reduced. We recognized revenue of $ 5.8  million and $ 181.4  million during the  three and nine months ended September 30, 2021 , respectively, and $ 3.5  million and $ 117.5 million during the three and nine months ended September 30, 2020 , respectively, that was included in the contract liability balances at December 31, 2020  and 2019, respectively. As a result of changes in contract transaction price from items such as executed or estimated change orders and resolution of contract modifications and claims, we recognized revenue of $ 37.2  million and $ 153.6 million during the  three and nine months ended September 30, 2021 , respectively, and $ 55.5  million and $ 149.3  million during the  three and nine months ended September 30, 2020 , respectively, related to performance obligations that were satisfied or partially satisfied prior to the end of the periods. The prior period amounts have been adjusted to correct an immaterial disclosure error in the previously issued September 30, 2020  condensed consolidated financial statements. As of  September 30, 2021 , December 31, 2020  and September 30, 2020 , the aggregate claim recovery estimates included in contract asset balances were $ 40.4  million, $ 37.7  million and $ 29.2  million, respectively. The components of the contract asset balances as of the respective dates were as follows: (in thousands)   September 30, 2021     December 31, 2020     September 30, 2020   Costs in excess of billings and estimated earnings   $ 61,815     $ 39,300     $ 39,623   Contract retention     142,231       125,639       120,316   Total contract assets   $ 204,046     $ 164,939     $ 159,939   As of  September 30, 2021 , December 31, 2020  and September 30, 2020 , no contract retention receivable individually exceeded 15% 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.  The components of the contract liability balances as of the respective dates were as follows: (in thousands)   September 30, 2021     December 31, 2020     September 30, 2020   Billings in excess of costs and estimated earnings, net of retention   $ 166,091     $ 143,623     $ 168,383   Provisions for losses     29,176       27,698       21,047   Total contract liabilities   $ 195,267     $ 171,321     $ 189,430       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 do not bear interest.   The following table presents major categories of receivables: (in thousands)     September 30, 2021       December 31, 2020       September 30, 2020   Contracts completed and in progress:                         Billed   $ 278,313     $ 293,376     $ 355,293   Unbilled     217,534       148,159       167,311   Total contracts completed and in progress     495,847       441,535       522,604   Material sales     80,357       49,991       70,918   Other     110,302       52,736       71,691   Total gross receivables     686,506       544,262       665,213   Less: allowance for credit losses     1,684       3,450       3,265   Total net receivables   $ 684,822     $ 540,812     $ 661,948   Included in other receivables at  September 30, 2021 , December 31, 2020  and September 30, 2020 , were items such as estimated recovery from insurance receivable, notes receivable and income tax refunds. Other than the $ 63.0 million insurance receivable related to the settlement discussed in Note 16 included in the September 30, 2021 balance, no other receivables individually exceeded 5% of total net receivables at any of these dates. 11 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, 2021   Level 1     Level 2     Level 3     Total   Cash equivalents                                 Money market funds   $ 61,231     $ —     $ —     $ 61,231   Other noncurrent assets                                 Restricted cash     1,512       —       —       1,512   Total assets   $ 62,743     $ —     $ —     $ 62,743   Accrued and other current liabilities                                 Interest rate swap   $ —     $ 5,001     $ —     $ 5,001   Total liabilities   $ —     $ 5,001     $ —     $ 5,001     December 31, 2020                                 Cash equivalents                                 Money market funds   $ 70,483     $ —     $ —     $ 70,483   Other noncurrent assets                                 Restricted cash     1,512       —       —       1,512   Total assets   $ 71,995     $ —     $ —     $ 71,995   Accrued and other current liabilities                                 Interest rate swap   $ —     $ 7,606     $ —     $ 7,606   Total liabilities   $ —     $ 7,606     $ —     $ 7,606     September 30, 2020                                 Cash equivalents                                 Money market funds   $ 78,981     $ —     $ —     $ 78,981   Other noncurrent assets                                 Restricted cash     1,512       —       —       1,512   Total assets   $ 80,493     $ —     $ —     $ 80,493   Accrued and other current liabilities                                 Interest rate swap   $ —     $ 8,353     $ —     $ 8,353   Total liabilities   $ —     $ 8,353     $ —     $ 8,353     12 Table of Contents   GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) Interest Rate Swaps In connection with entering into the Credit Agreement, we entered into two interest rate swaps with an effective date of May 2018 that were designated as cash flow hedges through the three months ended March 31, 2021.  These interest rate swaps had a combined initial notional amount of $ 150.0 million and mature in May 2023. The interest rate swaps are designed to convert the interest rate on the term loan from a variable interest rate of LIBOR plus an applicable margin to a fixed rate of  2.76 % plus the same applicable margin. The interest rate swaps are measured at fair value on the condensed consolidated balance sheets using the income approach, which discounts the future net cash settlements expected under the derivative contracts to a present value. These valuations primarily utilize indirectly observable inputs, including contractual terms, interest rates and yield curves observable at commonly quoted intervals. During the three months ended  June 30,  2021, we determined that the interest rate swaps were no longer highly effective in offsetting changes to expected future cash flows on hedged transactions and were therefore de-designated as cash flow hedges. As a result of this de-designation, the $ 5.4 million unrealized loss recorded to accumulated other comprehensive loss prior to de-designation will continue to be amortized to interest expense through the maturity date of May 2023. The impact from the interest rate swap de-designation that was included in interest expense on the condensed consolidated statements of operations was immaterial for the three and nine months ended September 30, 2021. 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, 2021     December 31, 2020     September 30, 2020   (in thousands) Fair Value Hierarchy   Carrying Value     Fair Value     Carrying Value     Fair Value     Carrying Value     Fair Value   Assets:                                                   Held-to-maturity marketable securities (1) Level 1   $ 10,600     $ 10,582     $ 5,200     $ 5,200     $ 5,700     $ 5,696   Liabilities (including current maturities):                                                   2.75% Convertible Notes (2),(3) Level 2   $ 205,543     $ 326,025     $ 200,303     $ 248,400     $ 198,606     $ 184,000   Credit Agreement - term loan (2) Level 3     125,625       126,610       131,250       133,030       133,125       135,046   Credit Agreement - revolving credit facility (2) Level 3     —       —       —       —       75,000       76,180   ( 1 ) All marketable securities were classified as held-to-maturity and consisted of U.S. Government and agency obligations maturing in one to five years. ( 2 ) The fair value of the 2.75% Convertible Notes is based on the median price of the notes in an active market. The fair value of 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 13  for more information about the 2.75% Convertible Notes and the Credit Agreement. ( 3 ) Excluded from the carrying value is debt discount of $ 24.5  million, $ 29.7  million and $ 31.4  million as of September 30, 2021 , December 31, 2020 and September 30, 2020, respectively, related to the 2.75% Convertible Notes (see Note 13 ).   During the three and nine months ended September 30, 2021 , we did not record any fair value adjustments related to nonfinancial assets and liabilities measured at fair value on a nonrecurring basis. As disclosed in Note 3, we recorded fair value adjustments related to nonfinancial assets measured at fair value on a nonrecurring basis during the three and nine months ended September 30, 2020. During the three and nine months ended September 30, 2020, we did not record any fair value adjustments related to nonfinancial liabilities measured at fair value on a nonrecurring basis. 13 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited)   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, 2021 , 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 the 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, 2021 , there was approximately $ 0.8  billion of construction revenue to be recognized on unconsolidated and line item construction joint venture contracts of which $ 0.3  billion represented our share and the remaining $ 0.5  billion represented our partners’ share. We are not able to estimate amounts that may be required beyond the remaining cost of the work to be performed. These costs could be offset by billings to the customer or by proceeds from our partners’ corporate and/or other guarantees. Consolidated Construction Joint Ventures (“CCJVs”) At  September 30, 2021 , we were engaged in  eight active CCJV projects with total contract values ranging from $ 2.3  million to $ 437.5  million and a combined total of $ 1.6  billion of which our share was $ 914.8  million. As of September 30, 2021, our share of revenue remaining to be recognized on these CCJVs was $ 292.6  million and ranged from $ 0.8  million to $ 97.3  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, 2021 , total revenue from CCJVs was $ 117.4  million and $ 314.9 million, respectively, and during the  three and nine months ended September 30, 2020 , total revenue from CCJVs was $ 79.2  million and $ 219.9 million, respectively. During the  nine months ended September 30, 2021  and 2020 , CCJVs provided $ 17.5  million and $ 17.0  million of operating cash flows, respectively. Unconsolidated Construction Joint Ventures As of  September 30, 2021 , we were engaged in ten  active unconsolidated joint venture projects with total contract values ranging from $ 13.7  million to $ 3.8  billion for a combined total of $ 11.6  billion of which our share was $ 3.4  billion. Our proportionate share of the equity in these unconsolidated construction joint ventures ranged from 20.0 % to 50.0 %. As of  September 30, 2021 , our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was $ 225.8  million and ranged from $ 1.2  million to $ 52.8  million by project. The following is summary financial information related to our unconsolidated construction joint ventures: (in thousands)   September 30, 2021     December 31, 2020     September 30, 2020   Assets                         Cash, cash equivalents and marketable securities   $ 159,187     $ 181,889     $ 211,483   Other current assets (1)     765,319       767,803       874,396   Noncurrent assets     111,981       164,022       176,195   Less partners’ interest     692,226       751,125       849,213   Granite’s interest (1),(2)     344,261       362,589       412,861   Liabilities                         Current liabilities     396,154       482,562       514,739   Less partners’ interest and adjustments (3)     227,372       226,308       211,749   Granite’s interest     168,782       256,254       302,990   Equity in construction joint ventures (4)   $ 175,479     $ 106,335     $ 109,871   ( 1 ) Included in this balance and in accrued expenses and other current liabilities on the condensed consolidated balance sheets was $ 82.3  million as of  September 30, 2021 ,  December 31, 2020  and  September 30, 2020  related to performance guarantees. ( 2 ) Included in this balance as of September 30, 2021 , December 31, 2020  and September 30, 2020 , was $ 101.9  million, $ 88.7  million and $ 86.2  million, respectively, related to Granite’s share of estimated cost recovery of customer affirmative claims. In addition, this balance included $ 14.1  million, $ 13.1  million and $ 13.8  million as of  September 30, 2021 ,  December 31, 2020  and  September 30, 2020 , respectively, related to Granite’s share of estimated recovery of back charge claims. ( 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 $ 19.9  million, $ 82.5  million and $ 75.1  million as of  September 30, 2021 ,  December 31, 2020  and September 30, 2020 , respectively, related to deficits in unconsolidated construction joint ventures, which includes provisions for losses.       Three Months Ended September 30,     Nine Months Ended September 30,   (in thousands)   2021     2020     2021     2020   Revenue                                 Total   $ 194,486     $ 293,733     $ 690,086     $ 740,224   Less partners’ interest and adjustments (1)     113,205       206,032       442,182       471,999   Granite’s interest     81,281       87,701       247,904       268,225   Cost of revenue                                 Total     203,786       299,776       701,350       884,991   Less partners’ interest and adjustments (1)     123,461       203,932       461,236       578,235   Granite’s interest     80,325       95,844       240,114       306,756   Granite’s interest in gross profit (loss)   $ 956     $ ( 8,143 )   $ 7,790     $ ( 38,531 ) ( 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 differences. During the three and nine months ended September 30, 2021 , unconsolidated construction joint venture net loss was $( 9.3 ) million and $( 11.5 ) million, respectively, of which our share was net income of $ 1.0  million and $ 8.0 million, respectively. During the  three and nine months ended September 30, 2020 , unconsolidated construction joint venture net loss was $( 6.0 ) million and $( 144.5 ) million, respectively, of which our share was $( 8.0 ) million and $( 38.5 ) million, respectively. During both 2021  and 2020, there were variances on five  projects between our estimated total revenue and cost of revenue when compared to that of our partners’ due to timing of recognition from differing accounting policies and public company quarterly reporting requirements. 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. Line Item Joint Ventures As of September 30, 2021 , we were engaged in  three  active line item joint venture construction projects with a total contract value of $ 337.0 million of which our portion was $ 221.9  million. As of  September 30, 2021 , our share of revenue remaining to be recognized on these line item joint ventures was $ 84.6  million. During the  three and nine months ended September 30, 2021 ,   our portion of revenue from line item joint ventures was $ 26.3  million and $ 55.0 million, respectively. During the three and nine months ended September 30, 2020 , our portion of revenue from line item joint ventures was $ 27.5  million and $ 58.7 million, respectively. 14 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, 2021     December 31, 2020     September 30, 2020   Foreign   $ 49,089     $ 47,650     $ 46,000   Real estate     9,743       12,777       16,535   Asphalt terminal     13,583       14,860       13,929   Total investments in affiliates   $ 72,415     $ 75,287     $ 76,464   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, 2021     December 31, 2020     September 30, 2020   Current assets   $ 162,503     $ 133,882     $ 116,712   Noncurrent assets     161,700       164,620       165,292   Total assets     324,203       298,502       282,004   Current liabilities     80,145       52,583       48,478   Long-term liabilities (1)     59,501       66,108       55,206   Total liabilities     139,646       118,691       103,684   Net assets     184,557       179,811       178,320   Granite’s share of net assets   $ 72,415     $ 75,287     $ 76,464   ( 1 ) The balance primarily related to local bank debt for equipment purchases and working capital in our foreign affiliates, as well as debt associated with our real estate investments. Of the $ 324.2  million of total affiliate assets as of September 30, 2021 , we had investments in thirteen  foreign entities with total assets ranging from $ 0.1  million to $ 84.4  million,  two  real estate entities with total assets of $ 75.5  million and the asphalt terminal entity that had total assets of $ 33.4  million. We have direct and indirect investments in the foreign entities and our percent ownership ranged from 25 % to 50 % as of September 30, 2021 . During the nine months ended September  30, 2020, we recorded a $ 9.6  million impairment charge related to our investment in foreign affiliates. See Note  3  for further discussion of the impairment charge. As of  September 30, 2021  and  December 31, 2020 , all of the investments in real estate affiliates were in residential real estate in Texas. As of  September 30, 2020 , $ 13.2  million of the investments in real estate affiliates was in residential real estate in Texas and the remaining balance was in commercial real estate in Texas. Our percent ownership in the real estate entities was between  10 % and  25 % as of  September 30, 2021 .   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 and were as follows: (in thousands)   September 30, 2021     December 31, 2020     September 30, 2020   Equipment and vehicles   $ 997,560     $ 950,416     $ 959,828   Quarry property     188,838       206,073       199,677   Land and land improvements     126,130       135,639       135,102   Buildings and leasehold improvements     123,207       124,578       122,119   Office furniture and equipment     78,059       73,512       72,675   Property and equipment     1,513,794       1,490,218       1,489,401   Less: accumulated depreciation and depletion     1,003,136       963,202       953,145   Property and equipment, net   $ 510,658     $ 527,016     $ 536,256     On June 30, 2021, we completed a sale-leaseback transaction associated with two properties in California. Sale of these properties resulted in a reduction in net property and equipment of $ 11.1  million and a $ 2.4 million addition to right of use assets and lease liabilities on the condensed consolidated balance sheets, as well as a $ 29.7 million gain on sales of property and equipment on the condensed consolidated statements of operations. 15 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited)   13.   Long-Term Debt and Credit Arrangements (in thousands)   September 30, 2021     December 31, 2020     September 30, 2020   2.75% Convertible Notes   $ 205,543     $ 200,303     $ 198,606   Credit Agreement - term loan     125,625       131,250       133,125   Credit Agreement - revolving credit facility     —       —       75,000   Debt issuance costs and other     8,742       7,247       7,166   Total debt     339,910       338,800       413,897   Less current maturities     8,718       8,278       8,253   Total long-term debt   $ 331,192     $ 330,522     $ 405,644   As of each  September 30, 2021 , December 31, 2020  and September 30, 2020 , $ 7.5  million of the term loan portion of the Credit Agreement was included in current maturities of long-term debt on the condensed consolidated balance sheets and the remaining $ 118.1  million, $ 123.8  million and $ 125.6  million, respectively, was included in long-term debt. As of  September 30, 2021 , the total unused availability under the Credit Agreement was $ 227.9  million resulting from $ 47.1  million in issued and outstanding letters of credit and no amount drawn under the revolving credit facility. The letters of credit had expiration dates between October 2021  and  December 2024 .  As of September 30, 2021, the Applicable Rate was 1.63 % for loans under the Credit Agreement bearing interest based on LIBOR and 0.63 % for loans bearing interest at the Base Rate. Accordingly, the effective interest rates at  September 30, 2021 , for LIBOR and Base Rate loans were  2.38 % and 3.88 %, respectively. We elected to use LIBOR for the term loan. As of September 30, 2021 , the Consolidated Leverage Ratio (as defined in the Credit Agreement) was 1.73 , which did not exceed the maximum of 3.00 and the Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) was 8.52 , which exceeded the minimum of 4.00 . As of September 30, 2021 ,  December 31, 2020  and September 30, 2020 , the carrying amount of the liability component of the 2.75% Convertible Notes was $ 205.5  million, $ 200.3  million and $ 198.6  million, respectively. As of September 30, 2021 , December 31, 2020  and September 30, 2020 , the unamortized debt discount was $ 24.5  million, $ 29.7  million and $ 31.4  million, respectively. During the three months ended September 30, 2021  and 2020, we recorded $ 1.7  million of amortization related to the debt discount on the 2.75 % Convertible Notes to interest expense in our condensed consolidated statements of operations and $ 0.6  million and $ 0.5 million, respectively, of amortization related to debt issuance costs and fees to other (income) expense, net in our condensed consolidated statements of operations. During the nine months ended September 31, 2021 and 2020, we recorded $ 5.2  million and $ 4.9  million, respectively, of amortization related to the debt discount on the 2.75 % Convertible Notes to interest expense in our condensed consolidated statements of operations and $ 1.8 million and $ 1.6  million, respectively, of amortization related to debt issuance costs and fees to other (income) expense, net in our condensed consolidated statements of operations. These nine -month amounts were presented as amortization related to the 2.75 % Convertible Notes on our condensed consolidated statements of cash flows.   14.  Weighted Average Shares Outstanding and Net Income (Loss) Per Share The following table presents a reconciliation of the weighted average shares outstanding used in calculating basic and diluted net income (loss) per share as well as the calculation of basic and diluted net income (loss) per share:     Three Months Ended September 30,     Nine Months Ended September 30,   (in thousands, except per share amounts)   2021     2020     2021     2020   Numerator (basic and diluted)                                 Net income (loss) allocated to common shareholders for basic calculation   $ 35,043     $ ( 91,162 )   $ 23,309     $ ( 153,127 ) Denominator                                 Weighted average common shares outstanding, basic     45,821       45,654       45,773       45,598   Dilutive effect of RSUs (1)     563       —       523       —   Dilutive effect of 2.75% Convertible Notes (2)     1,522       —       1,226       —   Weighted average common shares outstanding, diluted     47,906       45,654       47,522       45,598   Net income (loss) per share, basic   $ 0.76     $ ( 2.00 )   $ 0.51     $ ( 3.36 ) Net income (loss) per share, diluted   $ 0.73     $ ( 2.00 )   $ 0.49     $ ( 3.36 ) ( 1 ) Due to the net losses for the three and nine months ended  September 30, 2020 , RSUs representing approximately 636,000  and 580,000  shares, respectively, have been excluded from the number of shares used in calculating diluted net loss per share, as their inclusion would be antidilutive. ( 2 ) The number of shares used in calculating diluted net loss per share for the three and nine months ended September 30, 2020 excluded the potential dilution from the 2.75 % Convertible Notes converting into shares of common stock as the average price of our common stock was below $ 31.47 per share for those periods.   15.  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,   (dollars in thousands)   2021     2020     2021     2020   Provision for (benefit from) income taxes   $ 8,904     $ 11,272     $ 2,068     $ ( 5,220 ) Effective tax rate     21.5 %     ( 12.9 )%     8.3 %     2.9 % Our effective tax rate for the  three and nine months ended September 30, 2021  increased to 21.5 % and  8.3 % from ( 12.9 )% and  2.9 %, respectively, when compared to the same periods in 2020 . These changes were primarily due to the goodwill impairments and the investment in affiliates impairments during the three months ended March 31, 2020 and September 30, 2020 which were discrete to those periods and resulted in no  discrete tax benefit. See Note 3 for discussion of the impairment charges. The $ 66.0  million in settlement charges discussed in Note 16 are discrete to the nine  months ended September  30, 2021 which resulted in a discrete tax benefit of $ 17.0 million. 16 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited)   16.  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 either 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 recorded, net of insurance receivable, as of September 30, 2021  were $ 66.0 million and as of December 31,  2020  and June 30, 2020 were immaterial. 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 “Notes to the Consolidated Financial Statements” in our Annual Report on Form 10 -K for the year ended December 31, 2020. 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. Securities Litigation, Derivative Lawsuits and Other Matters On  August 13, 2019,  a securities class action was filed in the United States District Court for the Northern District of California against the Company, James H. Roberts, our former President and Chief Executive Officer, and Jigisha Desai, our former Senior Vice President and Chief Financial Officer and current Executive Vice President and Chief Strategy Officer. An amended complaint was filed on February 20, 2020 that, among other things, added Laurel Krzeminski, our former Chief Financial Officer, as a defendant. The amended complaint is brought on behalf of an alleged class of persons or entities that acquired our common stock between  April 30, 2018  and  October 24, 2019,  and alleges claims arising under Sections  10 (b) and  20 (a) of the Securities Exchange Act of  1934  and Rule  10b - 5  thereunder. After the filing of the amended complaint, this case was re-titled Police Retirement System of St. Louis v. Granite Construction Incorporated, et. al. The amended complaint seeks damages based on allegations that the defendants made false and/or misleading statements and failed to disclose material adverse facts in the Company’s SEC filings about its business, operations and prospects. On May 20, 2020, the court denied, in part, our motion to dismiss the amended complaint. On January 21, 2021, the court granted plaintiff’s motion for class certification.  On October 23, 2019, a putative class action lawsuit, titled Nasseri v. Granite Construction Incorporated, et. al. , was filed in the Superior Court of California, County of Santa Cruz against the Company, James H. Roberts, our former President and Chief Executive Officer, Laurel Krzeminski, our former Chief Financial Officer, and the then-serving Board of Directors on behalf of persons who acquired shares of Company common stock in the Company’s June 2018 merger with Layne. The complaint asserts causes of action under the Securities Act of 1933 and alleges that the registration statement and prospectus were negligently prepared and included materially false and misleading statements and failed to disclose facts required to be disclosed. On August 10, 2020, the court sustained our demurrer dismissing the complaint with leave to amend. On September 16, 2020, the plaintiff filed an amended complaint. We filed a demurrer seeking to dismiss the amended complaint. On April 9, 2021, the court entered an order overruling our demurrer seeking to dismiss the amended complaint. On May 14, 2021, the plaintiff filed a motion for class certification. The hearing on the motion has been continued to March 25, 2022 in light of the settlement proceedings in  Police Retirement System of St. Louis v. Granite Construction Incorporated, et al.  On April 29, 2021, we entered into a stipulation of settlement (the “Settlement Agreement”) to settle Police Retirement System of St. Louis v. Granite Construction Incorporated, et al. The Settlement Agreement also settles claims alleged in Nasseri v. Granite Construction Incorporated, et al. The settlement is subject to court approval. Under the Settlement Agreement, the Company will pay or cause to be paid a total of $ 129.0 million in cash, $ 63.0 million of which it expects to be paid through insurance proceeds. The payment will be paid to a settlement fund that will be used to pay all settlement fees and expenses, attorneys’ fees and expenses, and cash payments to members of the settlement class. The settlement class has agreed to release us, the other defendants named in the lawsuits and certain of their respective related parties from any and all claims, rights, causes of action, liabilities, actions, suits, damages or demands of any kind whatsoever, that relate in any way to the purchase, acquisition, holding, sale or disposition of our common stock during the period between February 17, 2017 and October 24, 2019 that arose out of or are based upon or related to the facts alleged or the claims or allegations set forth in Police Retirement System of St. Louis v. Granite Construction Incorporated, et al. or relate in any way to any alleged violation of the Securities Act of 1933, the Securities Exchange Act of 1934, or any other state, federal or foreign jurisdiction’s securities or other laws, any alleged misstatement, omission or disclosure (including in financial statements) or other alleged securities-related wrongdoing or misconduct, including all claims alleged in Nasseri v. Granite Construction Incorporated, et al. The Settlement Agreement contains no admission of liability, wrongdoing or responsibility by any of the parties. On April 30, 2021, the class representative in Police Retirement System of St. Louis v. Granite Construction Incorporated, et al. filed a motion for preliminary approval of the settlement. The plaintiff in Nasseri v. Granite Construction Incorporated, et al. has been permitted to intervene, although the court has denied his application to be appointed as additional lead plaintiff. On October 6, 2021, the court issued an order granting preliminary approval of the settlement. Pursuant to the terms of the Settlement Agreement, payment was made to the settlement fund after preliminary approval in October 2021. Members of the settlement class will now be provided notice of, and an opportunity to object to, the settlement at a fairness hearing to be held by the court to determine whether the settlement should be finally approved and whether the proposed order and final judgment should be entered. The fairness hearing is scheduled for February 24, 2022. If the court approves the settlement, including the payment and release described above, and enters such order and final judgment, and such judgment is no longer subject to further appeal or other review, the settlement fund will be disbursed in accordance with a plan of allocation approved by the court and the release will be effective to all members of the settlement class. As a result of entering into the Settlement Agreement, we recorded a pre-tax charge of approximately $ 66.0 million in the quarter ended March 31, 2021. On  May 6, 2020, a stockholder derivative lawsuit, titled English v. Roberts, et al., was filed in the United States District Court for the Northern District of California against James H. Roberts, our former President and Chief Executive Officer, Jigisha Desai, our former Senior Vice President and Chief Financial Officer and current Executive Vice President and Chief Strategy Officer, Laurel Krzeminski, our former Chief Financial Officer, and our then-current Board of Directors, and the Company, as a nominal defendant, asserting claims for breach of fiduciary duty, unjust enrichment, and violations of the Securities Exchange Act of 1934 that allegedly occurred between April 30, 2018 and October 24, 2019.  The lawsuit alleges that the individual defendants each knowingly inflated the Company’s revenue, income, and margins in violation of U.S. GAAP, which caused the results during the relevant periods to be materially false and misleading. The complaint seeks monetary damages and corporate governance reforms. The court has ordered that the lawsuit in the derivative action be stayed until further order of the court or until entry of a final judgment in the putative securities class action lawsuit filed in the United States District Court for the Northern District of California. On May 12, 2021, a stockholder derivative lawsuit, titled Davydov v. Roberts, et al. , was filed in the Delaware Court of Chancery against James H. Roberts, Jigisha Desai, Laurel Krzeminski, Craig Hall, our Senior Vice President, General Counsel, Corporate Compliance Officer, and Secretary, and our then-current Board of Directors, and the Company, as a nominal defendant, asserting claims for breach of fiduciary duty, unjust enrichment, and aiding and abetting breach of fiduciary duty that allegedly occurred between  April 30, 2018  and  October 24, 2019.  The lawsuit alleges that the individual defendants each knowingly inflated the Company’s revenue, income, and margins in violation of U.S. GAAP, which caused the results during the relevant periods to be materially false and misleading. The complaint seeks monetary damages and corporate governance reforms. On July 16, 2021, we filed a motion to dismiss the complaint. The plaintiff’s response is due on November 22, 2021. We are in the preliminary stages of the litigation and, as a result, we cannot predict the outcome or consequences of these cases. As of September  30, 2021, other than the $66.0 million charge described above, we did not record any liability related to the above matters because we concluded such liabilities were not probable and the amounts of such liabilities are not reasonably estimable. We were informed on July 20, 2021 of an arbitration award denying insurance coverage for claims related to remedial measures undertaken by the general contractor of the Salesforce Tower office building in San Francisco and related damages. Our subsidiary, Layne, was a subcontractor on the foundation for the Salesforce Tower office building 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. Although we were not a party to this legal proceeding, we believe, based on court filings and developments in the arbitration, that the project owner and the general contractor asserted a claim for damages against the project’s builder’s risk insurers for approximately $ 100  million. In connection with our acquisition of Layne in June 2018, we assumed any potential liability relating to this project. Based on the arbitration award denying insurance coverage for claims related to remedial measures undertaken by the general contractor of the Salesforce Tower office building and related damages, management believes it is probable that claims could be brought against the Company by the general contractor related to Layne’s involvement in the original project. We believe we have multiple defenses and counterclaims to any claims that are brought against us and intend to defend against the claims and prosecute any counterclaims vigorously. As of the date of this report, no action has been filed against us. While we believe a claim is probable, we do not believe the amount of any liabilities related to the claim are reasonably estimable at this time. Accordingly, no provision has been made in our consolidated financial statements. In connection with our prior disclosure of the Audit/Compliance Committee’s independent investigation of prior-period reporting for the Heavy Civil operating group and the extent to which those matters affected the effectiveness of the Company’s internal control over financial reporting (the “Investigation”), we voluntarily contacted the San Francisco office of the SEC Division of Enforcement regarding the Investigation. The SEC has issued us subpoenas for documents in connection with the accounting issues identified in the Investigation. We have produced documents to the SEC and will continue to cooperate with the SEC in its investigation. 17 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited)   17.   Business Segment Information Summarized segment information is as follows (in thousands): Three Months Ended September 30,     Transportation     Water     Specialty     Materials     Total   2021                                         Total revenue from reportable segments   $ 568,186     $ 121,968     $ 234,300     $ 201,419     $ 1,125,873   Elimination of intersegment revenue     —       —       —       ( 63,744 )     ( 63,744 ) Revenue from external customers     568,186       121,968       234,300       137,675       1,062,129   Gross profit     58,503       9,876       30,858       20,698       119,935   Depreciation, depletion and amortization     5,513       7,074       5,643       7,014       25,244     2020                                         Total revenue from reportable segments   $ 623,999     $ 106,599     $ 205,134     $ 194,298     $ 1,130,030   Elimination of intersegment revenue     —       —       —       ( 64,841 )     ( 64,841 ) Revenue from external customers     623,999       106,599       205,134       129,457       1,065,189   Gross profit     54,322       12,557       33,292       25,826       125,997   Depreciation, depletion and amortization     5,268       8,258       5,046       6,120       24,692   Nine Months Ended September 30,     Transportation     Water     Specialty     Materials     Total   2021                                         Total revenue from reportable segments   $ 1,444,450     $ 335,153     $ 590,245     $ 457,409     $ 2,827,257   Elimination of intersegment revenue     —       —       —       ( 131,043 )     ( 131,043 ) Revenue from external customers     1,444,450       335,153       590,245       326,366       2,696,214   Gross profit     153,886       29,005       72,552       44,756       300,199   Depreciation, depletion and amortization     15,595       21,677       15,894       19,329       72,495   Segment assets     305,800       107,327       100,279       355,936       869,342     2020                                         Total revenue from reportable segments   $ 1,510,001     $ 317,980     $ 513,087     $ 400,808     $ 2,741,876   Elimination of intersegment revenue     —       —       —       ( 124,989 )     ( 124,989 ) Revenue from external customers     1,510,001       317,980       513,087       275,819       2,616,887   Gross profit     110,888       34,483       47,853       44,915       238,139   Depreciation, depletion and amortization     14,685       27,399       18,166       16,563       76,813   Segment assets     305,962       142,604       118,797       361,862       929,225     A reconciliation of segment gross profit to consolidated income (loss) before provision for (benefit from) income taxes is as follows:     Three Months Ended September 30,     Nine Months Ended September 30,   (in thousands)   2021     2020     2021     2020   Total gross profit from reportable segments   $ 119,935     $ 125,997     $ 300,199     $ 238,139   Selling, general and administrative expenses     77,603       72,889       227,400       224,128   Non-cash impairment charges (see Note 3)     —       132,277       —       156,690   Other costs (see Note 3)     3,759       9,689       85,547       28,513   Gain on sales of property and equipment (see Note 12)     ( 5,159 )     ( 3,057 )     ( 39,349 )     ( 4,870 ) Total other expense, net     2,405       1,284       1,686       10,766   Income (loss) before provision for (benefit from) income taxes   $ 41,327     $ ( 87,085 )   $ 24,915     $ ( 177,088 )   18 Table of Contents     Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Disclosure From time to time, Granite makes certain comments and disclosures in reports and statements, including in this Quarterly Report on Form 10-Q, or statements made by its officers or directors, that are not based on historical facts, including statements regarding future events, occurrences, circumstances, strategy, activities, performance, outlook, outcomes, guidance, capital expenditures, committed and awarded projects, and results, that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by words such as “future,” “outlook,” “assumes,” “believes,” “expects,” “estimates,” “anticipates,” “intends,” “plans,” “appears,” “may,” “will,” “should,” “could,” “would,” “continue,” and the negatives thereof or other comparable terminology or by the context in which they are made. In addition, other written or oral statements that constitute forward-looking statements have been made and may in the future be made by or on behalf of Granite. These forward-looking statements are estimates reflecting the best judgment of senior management and reflect our current expectations regarding future events, occurrences, circumstances, strategy, activities, performance, outlook, outcomes, guidance, capital expenditures, committed and awarded projects, and results. These expectations may or may not be realized. Some of these expectations may be based on beliefs, assumptions or estimates that may prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our business, financial condition, results of operations, cash flows and liquidity. Such risks and uncertainties include, but are not limited to, those more specifically described in our Annual Report on Form 10-K under “Item 1A. Risk Factors.” Due to the inherent risks and uncertainties associated with our forward-looking statements, the reader is cautioned not to place undue reliance on them. The reader is also cautioned that the forward-looking statements contained herein speak only as of the date of this Quarterly Report on Form 10-Q and, except as required by law, we undertake no obligation to revise or update any forward-looking statements for any reason . Overview We are one of the largest diversified infrastructure companies in the United States. We are engaged in a wide array of projects including the construction of streets, roads, highways, mass transit facilities, bridges, trenchless and underground utilities, power-related facilities, water-related facilities, well drilling, utilities, tunnels, dams, site preparation, mining services, and construction management professional services. We are also engaged in a variety of infrastructure services including those for airports, residential development, energy development, commercial and industrial sites. We have four reportable business segments: Transportation, Water, Specialty and Materials (see Note 17 of “Notes to the Condensed Consolidated Financial Statements”). In addition to business segments, we review our business by operating groups. Our operating groups are California, Federal, Heavy Civil, Northwest, Midwest and Water and Mineral Services. The five primary economic drivers of our business are (i) the overall health of the U.S. economy; (ii) federal, state and local public funding levels; (iii) population growth resulting in public and private development; (iv) the need to build, replace or repair aging infrastructure; and (v) the pricing of certain commodity related products. Changes in these drivers can either reduce our revenues and/or gross profit margins or provide opportunities for revenue growth and gross profit margin improvement. 19 Table of Contents Current Economic Environment and Outlook While the COVID-19 pandemic continues to have a significant impact around the country and the world, Granite’s approach has been consistent led by prioritizing the safety, health and hygiene of our employees, customers, suppliers and others with whom we partner in our business activities. Although certain projects are periodically affected by the pandemic, our business has largely returned to pre-pandemic levels of activity. The future developments of the pandemic are highly uncertain and could adversely impact our operations and financial results in future periods. We are closely monitoring federal, state, regional and local guidelines, orders and regulations and will take necessary steps to comply with new regulations as required. We are continually monitoring the supply and demand related to labor and supplies, including materials such as concrete and steel. During 2021, certain segments of the construction industry were adversely affected by inflation as well as supply chain and labor constraints. The actual and expected impact to Granite was limited to oil price inflation through our use of diesel fuel and liquid asphalt, which we are monitoring and pricing into our contracts accordingly. Our consolidated balance sheet and liquidity continue to be strong through the third quarter of 2021 and we expect it to continue to remain strong providing us the flexibility to reinvest in our businesses and execute upon our capital allocation strategy. Funding for our public work projects, which is around 75% of our portfolio, is dependent on federal, state, regional and local revenues. At the federal level, public work projects benefit from a $10 billion relief spending bill for state departments of transportations approved by Congress in December 2020 as part of the Coronavirus Response and Relief Act and a $360 billion Coronavirus State and Local Fiscal Recovery Funds approved by Congress in March 2021. The Fixing America’s Surface Transportation (“FAST”) was extended for one year through September 30, 2021 with flat funding levels and for another month through October 31, 2021 as the Biden Administration and Congress work to pass a long-term solution. In late June 2021, the Biden Administration and members of a bipartisan Senate group agreed to a roughly $1.2 trillion Bipartisan Infrastructure Framework (Infrastructure Investment and Jobs Act), proposing for $579 billion in new spending which includes significant new funding proposals for roads, bridges, airports, ports and inland waterway infrastructures. We remain optimistic that Congress and the Administration will jointly move forward in 2021 to pass a long-term solution that addresses infrastructure investment, which we believe will meaningfully improve the programming visibility for state and local governments, starting in mid to late 2022 and then building in following years. At state, regional and local levels, voter-approved state and local transportation measures continue to support infrastructure spending. In the November 2020 elections, voters in 18 states approved 94% of state and local ballot initiatives that will provide an additional $14 billion in one-time and recurring revenue for transportation improvements. In California, our top revenue-generating state, a significant part of the state infrastructure spend is funded through Senate Bill 1 (SB-1), the Road Repair and Accountability Act of 2017, which is a 10-year, $54.2 billion program. Revenue collected through SB-1 is on track to increase over the next 5 years. While we are encouraged by these funding supports, our markets are diverse with some being more impacted by the pandemic. We closely monitor these funding trends in all our markets and manage our pursuit pipeline accordingly. As further discussed in Note 16 of “Notes to the Condensed Consolidated Financial Statements,” we were informed on July 20, 2021 of an arbitration award denying insurance coverage for claims related to remedial measures undertaken by the general contractor of the Salesforce Tower office building in San Francisco and related damages. Layne was a subcontractor on this project and in connection with our acquisition of Layne in June 2018, we assumed any liability related to it. See “Item 1A. Risk Factors - In connection with acquisitions or divestitures, we may become subject to liabilities” and “Item 1A. Risk Factors - We are involved in lawsuits and legal proceedings in the ordinary course of our business and may in the future be subject to other litigation and legal proceedings, and, if any of these are resolved adversely against us, it could harm our business, financial condition and results of operations” in our Annual Report on Form 10-K for the year ended December 31, 2020 (our “2020 Annual Report on Form 10-K”) for additional information. 20 Table of Contents Results of Operations 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 of a given quarter are not indicative of the results to be expected for the full year. The following table presents a financial summary for the three and nine months ended September 30, 2021 and 2020:     Three Months Ended September 30,     Nine Months Ended September 30,   (in thousands)   2021     2020     2021     2020   Total revenue   $ 1,062,129     $ 1,065,189     $ 2,696,214     $ 2,616,887   Gross profit     119,935       125,997       300,199       238,139   Selling, general and administrative expenses     77,603       72,889       227,400       224,128   Non-cash impairment charges (see Note 3 of “Notes to the Condensed Consolidated Financial Statements”)     —       132,277       —       156,690   Other costs (see Note 3 of “Notes to the Condensed Consolidated Financial Statements”)     3,759       9,689       85,547       28,513   Gain on sales of property and equipment, net (see Note 12 of “Notes to the Condensed Consolidated Financial Statements”)     (5,159 )     (3,057 )     (39,349 )     (4,870 ) Operating income (loss)     43,732       (85,801 )     26,601       (166,322 ) Total other expense, net     2,405       1,284       1,686       10,766   Amount attributable to non-controlling interests     2,620       7,195       462       18,741   Net income (loss) attributable to Granite Construction Incorporated     35,043       (91,162 )     23,309       (153,127 )   Revenue Total Revenue by Segment       Three Months Ended September 30,     Nine Months Ended September 30,   (dollars in thousands)   2021     2020     2021     2020   Transportation   $ 568,186       53.5 %   $ 623,999       58.6 %   $ 1,444,450       53.6 %   $ 1,510,001       57.7 % Water     121,968       11.5       106,599       10.0       335,153       12.4       317,980       12.2   Specialty     234,300       22.1       205,134       19.3       590,245       21.9       513,087       19.6   Materials     137,675       12.9       129,457       12.1       326,366       12.1       275,819       10.5   Total   $ 1,062,129       100.0 %   $ 1,065,189       100.0 %   $ 2,696,214       100.0 %   $ 2,616,887       100.0 % Transportation Revenue     Three Months Ended September 30,     Nine Months Ended September 30,   (dollars in thousands)   2021     2020     2021   2020   California   $ 191,146       33.7 %   $ 224,636       36.0 %   $ 478,823   33.1%   $ 478,590       31.7 % Federal     4,442       0.8       3,140       0.5       9,593   0.7     5,306       0.4   Heavy Civil     138,201       24.3       165,434       26.5       445,812   30.9     519,963       34.4   Midwest     34,767       6.1       43,896       7.0       83,945   5.8     103,081       6.8   Northwest     199,630       35.1       186,893       30.0       426,277   29.5     403,061       26.7   Total   $ 568,186       100.0 %   $ 623,999       100.0 %   $ 1,444,450   100.0%   $ 1,510,001       100.0 % Transportation revenue for the three and nine months ended September 30, 2021 decreased by $55.8 million, or 8.9%, and $65.6 million, or 4.3%, respectively, when compared to 2020. These decreases were primarily driven by lower Committed and Awarded Projects (“CAP”) levels in the Heavy Civil operating group as well as certain Heavy Civil operating group projects, including those in the Old Risk Portfolio (1) , nearing completion and decreases in the California operating group due to owner worksite accommodations in the third quarter of 2020 that are not present in 2021. These decreases were partially offset by a decrease in the net negative impact of revisions in estimates when compared to 2020 (see Note 4 of “Notes to the Condensed Consolidated Financial Statements” for more information). During the three and nine months ended September 30, 2021 and 2020, the majority of revenue earned in the Transportation segment was from the public sector. (1)  Old Risk Portfolio includes projects with risk criteria that do not align with Granite's new project selection criteria for the Heavy Civil operating group. 21 Table of Content Water Revenue     Three Months Ended September 30,     Nine Months Ended September 30,   (dollars in thousands)   2021     2020     2021   2020   California   $ 8,531       7.0 %   $ 10,498       9.8 %   $ 27,512   8.2%   $ 24,225       7.6 % Federal     9       —       341       0.3       166   —     1,309       0.4   Heavy Civil     7,799       6.4       9,985       9.4       21,197   6.3     28,260       8.9   Midwest     —       —       —       —       —   —     152       —   Northwest     2,124       1.8       444       0.5       4,202   1.3     4,344       1.4   Water and Mineral Services     103,505       84.8       85,331       80.0       282,076   84.2     259,690       81.7   Total   $ 121,968       100.0 %   $ 106,599       100.0 %   $ 335,153   100.0%   $ 317,980       100.0 % Water revenue for the three and nine months ended September 30, 2021 increased by $15.4 million, or 14.4%, and $17.2 million, or 5.4%, respectively, when compared to 2020. The increases were primarily driven by increased demand for water supply and maintenance services, as well as lower activity levels in 2020 as a result of the COVID-19 pandemic which caused delays in awarded projects and deferrals in bidding processes. During the three and nine months ended September 30, 2021 and 2020, the majority of revenue earned in the Water segment was from the public sector. Specialty Revenue     Three Months Ended September 30,     Nine Months Ended September 30,   (dollars in thousands)   2021     2020     2021     2020   California   $ 56,364       24.1 %   $ 62,623       30.5 %   $ 153,497     26.0 %   $ 158,076       30.8 % Federal     29,347       12.5       28,765       14.0       70,280     11.9       78,760       15.4   Heavy Civil     34,424       14.7       12,892       6.3       82,651     14.0       27,963       5.4   Midwest     25,608       10.9       24,392       11.9       71,376     12.1       74,543       14.5   Northwest     61,030       26.1       57,247       27.9       138,487     23.5       125,647       24.5   Water and Mineral Services     27,527       11.7       19,215       9.4       73,954     12.5       48,098       9.4   Total   $ 234,300       100.0 %   $ 205,134       100.0 %   $ 590,245     100.0 %   $ 513,087       100.0 % Specialty revenue for the three and nine months ended September 30, 2021 increased by $29.2 million, or 14.2%, and $77.2 million, or 15.0%, respectively, when compared to 2020. These increases were primarily driven by project progression of a federal site development project in the Heavy Civil operating group and increased activity in the Water and Mineral Services operating group’s mineral exploration business. During the three and nine months ended September 30, 2021 and 2020, revenue earned in the Specialty segment was from both the public and private sectors. Materials Revenue      Three Months Ended September 30,     Nine Months Ended September 30,   (dollars in thousands)   2021     2020     2021     2020   California   $ 76,029       55.2 %   $ 75,901       58.6 %   $ 188,475     57.7 %   $ 161,397       58.6 % Northwest     56,403       41.0       48,674       37.6       124,564     38.2       103,812       37.6   Water and Mineral Services     5,243       3.8       4,882       3.8       13,327     4.1       10,610       3.8   Total   $ 137,675       100.0 %   $ 129,457       100.0 %   $ 326,366     100.0 %   $ 275,819       100.0 % Materials revenue for the three and nine months ended September 30, 2021 increased by $8.2 million, or 6.3%, and $50.5 million, or 18.3%, when compared to 2020 primarily due to an increase in volume and an increase in prices in both asphalt and aggregates. 22 Table of Contents     Committed and Awarded Projects Effective during the three months ended June 30, 2021, on a retroactive basis, we renamed contract backlog (consisting of the revenue we expect to record in the future on awarded contracts, including 100% of our consolidated joint venture contracts and our proportionate share of unconsolidated joint venture contracts) to CAP and added the general construction portion of construction management/general contractor contracts to the extent contract execution and funding is probable. This is the same presentation used in our quarterly earnings calls and press releases. Prior period amounts have been revised to reflect this change. We generally include a project in our unearned revenue at the time a contract is awarded and to the extent we believe contract execution and funding is probable. Certain government contracts where funding is appropriated on a periodic basis are included in unearned revenue at the time of the award when it is probable the contract value will be funded and executed. Contract options and task orders are included in unearned revenue when exercised or issued, respectively. Other awards in the tables below include awarded contracts with unexercised contract options or unissued task orders to the extent option exercise or task order issuance is probable, respectively. Other awards also include the general construction portion of construction management/general contractor projects to the extent award, contract execution and funding are probable. Total CAP by Segment  (dollars in thousands)     September 30, 2021       June 30, 2021     September 30, 2020   Transportation   $ 2,914,206       67.3 %   $ 2,894,115       65.1 %   $ 3,222,829       76.8 % Water     524,106       12.1       531,858       12.0       346,253       8.3   Specialty     889,580       20.6       1,019,318       22.9       623,452       14.9   Total   $ 4,327,892       100.0 %   $ 4,445,291       100.0 %   $ 4,192,534       100.0 % Transportation CAP  (dollars in thousands)     September 30, 2021       June 30, 2021     September 30, 2020   Unearned revenue   $ 1,803,664       61.9 %   $ 2,075,498       71.7 %   $ 2,311,906       71.7 % Other awards     1,110,542       38.1       818,617       28.3       910,923       28.3   Total   $ 2,914,206       100.0 %   $ 2,894,115       100.0 %   $ 3,222,829       100.0 %   (dollars in thousands)     September 30, 2021       June 30, 2021     September 30, 2020   California   $ 1,318,822       45.3 %   $ 1,152,327       39.7 %   $ 1,116,680       34.6 % Federal     40,477       1.4       7,303       0.3       13,787       0.4   Heavy Civil     513,589       17.6       622,490       21.5       1,059,939       32.9   Midwest     230,696       7.9       230,184       8.0       169,538       5.3   Northwest     810,622       27.8       881,811       30.5       862,885       26.8   Total   $ 2,914,206       100.0 %   $ 2,894,115       100.0 %   $ 3,222,829       100.0 % Transportation CAP of $2.9 billion at September 30, 2021 was $20.1 million, or 0.7%, higher than at June 30, 2021 primarily due to new awards in the California operating group and new awards in the Northwest operating group, including a $25 million airport transformation project in Arizona, partially offset by progress on existing projects and fewer awarded contracts in the Heavy Civil operating group, consistent with our strategy to narrow the footprint of this group. Non-controlling partners’ share of Transportation CAP as of September 30, 2021, June 30, 2021 and September 30, 2020 was $184.1 million, $212.1 million and $282.4 million, respectively. Four  contracts in our Transportation segment had total forecasted losses with remaining revenue of $252.1 million, or 8.7%, of Transportation CAP at  September 30, 2021 . 23 Table of Contents Water CAP (dollars in thousands)     September 30, 2021       June 30, 2021     September 30, 2020   Unearned revenue   $ 353,731       67.5 %   $ 362,713       68.2 %   $ 197,554       57.1 % Other awards     170,375       32.5       169,145       31.8       148,699       42.9   Total   $ 524,106       100.0 %   $ 531,858       100.0 %   $ 346,253       100.0 %   (dollars in thousands)     September 30, 2021       June 30, 2021       September 30, 2020   California   $ 35,972       6.9 %   $ 44,066       8.3 %   $ 52,598       15.2 % Federal     65       —       73       —       494       0.1   Heavy Civil     163,714       31.2       161,632       30.4       24,803       7.2   Northwest     61,731       11.8       61,891       11.6       721       0.2   Water and Mineral Services     262,624       50.1       264,196       49.7       267,637       77.3   Total   $ 524,106       100.0 %   $ 531,858       100.0 %   $ 346,253       100.0 % Water CAP of $0.5 billion as of September 30, 2021 was $7.8 million, or 1.5%, lower than at June 30, 2021 primarily due to progress on existing projects in the California operating group. Specialty CAP (dollars in thousands)     September 30, 2021       June 30, 2021       September 30, 2020   Unearned revenue   $ 874,797       98.3 %   $ 1,013,810       99.5 %   $ 604,894       97.0 % Other awards     14,783       1.7       5,508       0.5       18,558       3.0   Total   $ 889,580       100.0 %   $ 1,019,318       100.0 %   $ 623,452       100.0 %   (dollars in thousands)     September 30, 2021       June 30, 2021     September 30, 2020   California   $ 128,961       14.5 %   $ 155,686       15.3 %   $ 134,306       21.6 % Federal     75,827       8.5       102,972       10.1       107,273       17.2   Heavy Civil     124,026       13.9       172,819       17.0       224,427       36.0   Midwest     287,144       32.3       295,446       28.9       106,694       17.1   Northwest     273,622       30.8       292,395       28.7       50,752       8.1   Total   $ 889,580       100.0 %   $ 1,019,318       100.0 %   $ 623,452       100.0 % Specialty CAP of $0.9 billion as of September 30, 2021 was $129.7 million, or 12.7%, lower than at June 30, 2021 due to progress on existing projects in all operating groups. Non-controlling partners’ share of Specialty CAP as of September 30, 2021, June 30, 2021 and September 30, 2020 was $46.0 million, $61.5 million and $64.8 million, respectively. 24 Table of Contents   Gross Profit The following table presents gross profit by business segment for the respective periods:     Three Months Ended September 30,     Nine Months Ended September 30,   (dollars in thousands)   2021     2020     2021     2020   Transportation   $ 58,503     $ 54,322     $ 153,886     $ 110,888   Percent of segment revenue     10.3 %     8.7 %     10.7 %     7.3 % Water     9,876       12,557       29,005       34,483   Percent of segment revenue     8.1       11.8       8.7       10.8   Specialty     30,858       33,292       72,552       47,853   Percent of segment revenue     13.2       16.2       12.3       9.3   Materials     20,698       25,826       44,756       44,915   Percent of segment revenue     15.0       19.9       13.7       16.3   Total gross profit   $ 119,935     $ 125,997     $ 300,199     $ 238,139   Percent of total revenue     11.3 %     11.8 %     11.1 %     9.1 % Transportation gross profit for the three and nine months ended September 30, 2021 increased by $4.2 million, or 7.7%, and $43.0 million, or 38.8%, respectively, when compared to 2020 primarily due to a decrease in the negative net impact from revisions in estimates in our Heavy Civil operating group Old Risk Portfolio (see Note 4 of “Notes to the Condensed Consolidated Financial Statements”). Water gross profit for the three and nine months ended September 30, 2021 decreased by $2.7 million, or 21.4%, and $5.5 million, or 15.9%, respectively, when compared to 2020. This decrease is primarily due to the increase in the negative net impact from revisions in estimates (see Note 4 of “Notes to the Condensed Consolidated Financial Statements”). Specialty gross profit for the three and nine months ended September 30, 2021 decreased by $2.4 million, or 7.3%, and increased by $24.7 million, or 51.6%, respectively, when compared to 2020. The year-to-date increase was primarily due to increased revenue from project progression in the Heavy Civil operating group, increased activity in the Water and Mineral Services operating group’s mineral exploration business and a decrease in the negative net impact from revisions in estimates (see Note 4 of “Notes to the Condensed Consolidated Financial Statements”). Materials gross profit for the three months ended September 30, 2021 decreased by $5.0 million, or 19.5% when compared to 2020 as rising fuel and liquid asphalt costs were not able to be fully mitigated during the quarter. 25 Table of Contents   Selling, General and Administrative Expenses The following table presents the components of selling, general and administrative expenses for the respective periods:     Three Months Ended September 30,     Nine Months Ended September 30,   (dollars in thousands)   2021     2020     2021     2020   Selling                                 Salaries and related expenses   $ 14,799     $ 17,225     $ 49,440     $ 51,142   Restricted stock unit amortization     225       264       1,251       1,002   Other selling expenses     3,154       2,907       5,403       9,478   Total selling     18,178       20,396       56,094       61,622   General and administrative                                 Salaries and related expenses     26,002       26,257       83,515       81,171   Restricted stock unit amortization     795       690       3,126       2,812   Other general and administrative expenses     32,628       25,546       84,665       78,523   Total general and administrative     59,425       52,493       171,306       162,506   Total selling, general and administrative   $ 77,603     $ 72,889     $ 227,400     $ 224,128   Percent of revenue     7.3 %     6.8 %     8.4 %     8.6 % Selling Expenses Selling expenses include the costs for estimating and bidding including customer reimbursements for portions of our selling/bid submission expenses (i.e., stipends), business development and materials facility permits. Selling expenses can vary depending on the volume of projects in process and the number of employees assigned to estimating and bidding activities. As projects are completed or the volume of work slows down, we temporarily redeploy project employees to bid on new projects, moving their salaries and related costs from cost of revenue to selling expenses. Selling expenses for the three and nine months ended September 30, 2021 decreased by $2.2 million, or 10.9%, and $5.5 million, or 9.0%, respectively, when compared to 2020 from reduced estimating and bidding costs, which impacted other selling expenses for the nine months, and salaries and related expenses for both periods. General and Administrative Expenses General and administrative expenses include costs related to our operational offices that are not allocated to direct contract costs and expenses related to our corporate functions. Other general and administrative expenses include travel and entertainment, outside services, information technology, depreciation, occupancy, training, office supplies, incentive compensation, changes in the fair market value of our Non-Qualified Deferred Compensation plan liability and other miscellaneous expenses. Total general and administrative expenses for the three and nine months ended September 30, 2021 increased by $7.2 million, or 13.8%, and $9.1 million, or 5.6%, respectively, when compared to 2020, primarily due to increases in other general and administrative expenses from increases in incentive compensation as a result of improved financial performance. 26 Table of Contents   Gain on Sales of Property and Equipment, net The following table presents the gain on sales of property and equipment, net for the respective periods:     Three Months Ended September 30,     Nine Months Ended September 30,   (dollars in thousands)     2021       2020       2021       2020   Gain on sales of property and equipment, net   $ (5,159 )   $ (3,057 )   $ (39,349 )   $ (4,870 ) Gain on sales of property and equipment, net for the three and nine months ended September 30, 2021 increased by $2.1 million and $34.5 million, respectively, when compared to 2020. The increase during the nine months was primarily due to the sale of two properties in California as part of our ongoing asset optimization plan. See Note 12 of “Notes to the Condensed Consolidated Financial Statements” for more information. 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,   (dollars in thousands)   2021     2020     2021     2020   Provision for (benefit from) income taxes   $ 8,904     $ 11,272     $ 2,068     $ (5,220 ) Effective tax rate     21.5 %     (12.9 )%     8.3 %     2.9 % We calculate our income tax provision at the end of each interim period by estimating our annual effective tax rate and applying that rate to our income (loss) before provision for (benefit from) income taxes. The effect of changes in enacted tax laws, tax rates or tax status is recognized in the interim period in which the change occurs. See Note 15 of “Notes to the Condensed Consolidated Financial Statements” for more information. Certain Legal Proceedings As discussed in Note 16 of “Notes to the Condensed Consolidated Financial Statements,” under certain circumstances the resolution of certain legal proceedings to which we are subject could have direct or indirect consequences that could have a material adverse effect on our financial position, results of operations, cash flows and/or liquidity. Liquidity and Capital Resources Our primary sources of liquidity are cash and cash equivalents, short-term investments, available borrowing capacity and cash generated from operations. We may also from time to time issue and sell equity, debt or hybrid securities, engage in other capital markets transactions or sell one or more business units, divisions or assets. As of September 30, 2021, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions and our marketable securities consisted of U.S. Government and agency obligations. Our credit facility consists of a term loan and a revolving credit facility. Of the $275.0 million revolving credit facility capacity, $227.9 million was available for borrowing at September 30, 2021. This difference between capacity and amount available for borrowing is due to letters of credit taken out primarily for insurance; see Note 13 of “Notes to the Condensed Consolidated Financial Statements” for further discussion regarding our credit facility. Our principal uses of liquidity are paying the costs and expenses associated with our operations, servicing outstanding indebtedness, making capital expenditures and paying dividends on our capital stock. We may also from time to time prepay or repurchase outstanding indebtedness and acquire assets or businesses that are complementary to our operations. We believe cash and cash equivalents, short-term investments, available borrowing capacity and cash expected to be generated from operations will be sufficient to meet our expected operating requirements for the next twelve months from the date of this filing. This includes the payment that was made pursuant to the terms of the settlement agreement to the settlement fund after preliminary approval in October 2021, as discussed in Note 16 of “Notes to the Condensed Consolidated Financial Statements.” There can be no assurance that sufficient capital will continue to be available in the future or that it will be available on terms acceptable to us. In evaluating our liquidity position and needs, we consider cash and cash equivalents held by our consolidated construction joint ventures (“CCJVs”). The following table presents our cash, cash equivalents and marketable securities, including amounts from our CCJVs, as of the respective dates: (in thousands)   September 30, 2021     December 31, 2020     September 30, 2020   Cash and cash equivalents excluding CCJVs   $ 344,438     $ 361,317     $ 295,437   CCJV cash and cash equivalents (1)     119,611       74,819       92,587   Total consolidated cash and cash equivalents     464,049       436,136       388,024   Short-term and long-term marketable securities (2)     10,600       5,200       5,700   Total cash, cash equivalents and marketable securities   $ 474,649     $ 441,336     $ 393,724   (1) The volume and stage of completion of contracts from our CCJVs may cause fluctuations in joint venture cash and cash equivalents between periods. The assets of each consolidated and unconsolidated construction joint venture relate solely to that joint venture. The decision to distribute joint venture assets must generally be made jointly by a majority of the members and, accordingly, these assets, including those associated with estimated cost recovery of customer affirmative claims and back charge claims, are generally not available for the working capital needs of Granite until distributed. (2) All marketable securities were classified as held-to-maturity and consisted of U.S. and agency obligations as of all periods presented. Granite’s portion of CCJV cash and cash equivalents was $69.2 million, $42.6 million and $53.4 million as of September 30, 2021, December 31, 2020 and September 30, 2020, respectively. Excluded from the table above is Granite’s portion of unconsolidated construction joint venture cash and cash equivalents of $48.0 million, $58.9 million and $66.2 million as of September 30, 2021, December 31, 2020 and September 30, 2020, respectively.  27 Table of Contents Cash Flows     Nine Months Ended September 30,   (in thousands)   2021     2020   Net cash provided by (used in):                 Operating activities   $ 59,922     $ 138,666   Investing activities     (17,381 )     (41,901 ) Financing activities     (14,628 )     24,663   Operating activities As a large infrastructure contractor and construction materials producer, our revenue, gross profit and the resulting operating cash flows can differ significantly from period to period due to a variety of factors, including seasonal cycles, our projects’ progressions toward completion, outstanding contract change orders and affirmative claims, and the payment terms of our contracts. Additionally, operating cash flows are impacted by the timing related to funding construction joint ventures and the resolution of uncertainties inherent in the complex nature of the work that we perform, including claim and back charge settlements. Our working capital assets result from both public and private sector projects. Customers in the private sector can be slower paying than those in the public sector; however, private sector projects generally have higher gross profit as a percentage of revenue. While we typically invoice our customers on a monthly basis, our contracts frequently provide for retention that is a specified percentage withheld from each payment by our customers until the contract is completed and the work accepted by the customer which can cause fluctuations in operating cash flows. Cash provided by operating activities of $ 59.9 million for the  nine months ended September 30, 2021 represents a $ 78.7 million decrease when compared to cash provided by operating activities in the same period of  2020. The decrease was primarily due to a $ 54.7 million decrease (including the $66.0 million in net securities litigation settlement charges) in cash provided by net income after adjusting for non-cash items, a $ 71.4 million increase (excluding the $66.0 million net increase in working capital related to the securities litigation settlement) in cash used in working capital and an $ 18.6 million increase in contributions, net of distributions, to unconsolidated joint ventures and affiliates. The decrease in cash used in working capital was primarily due to increases to contract assets, net, partially offset by a decrease in cash used by accounts payable from payment timing differences. Related to the securities litigation settlement , discussed in Note 16 of “Notes to the Condensed Consolidated Financial Statements,” we have separately presented the $129.0 million liability and the associated $63.0 million insurance receivable in the condensed consolidated statement of cash flows. The liability was paid and the receivable was collected in October 2021; therefore, the impact on operating cash flow will occur in the fourth quarter of 2021 and there was no impact during the nine months ended September 30, 2021. Investing activities Cash used in investing activities of $17.4 million for the nine months ended September 30, 2021 represents a $24.5 million decrease from cash used in investing activities when compared to the same period of 2020 primarily from a decrease in proceeds from maturities of, and proceeds from called, marketable securities, partially offset by proceeds from the sale of two properties in California. Financing activities Cash used in financing activities of $14.6 million for the nine months ended September 30, 2021 represents a $39.3 million decrease when compared to cash provided by financing activities in the same period of 2020 primarily due to a draw on our revolver of $50 million in the prior year, partially offset by an increase in contributions from non-controlling partners, net of distributions. Capital Expenditures During the nine months ended September 30, 2021, we had capital expenditures of $73.0 million compared t o $74.9 mi llion during 2020. Major capital expenditures are typically for aggregate and asphalt production facilities, aggregate reserves, construction equipment, buildings and leasehold improvements and investments in our information technology systems. The timing and amount of such expenditures can vary based on the progress of planned capital projects, the type and size of construction projects, changes in business outlook and other factors. We currently anticipate 2021 capital expenditures to be approximately $100 million for the full year. 28 Table of Contents Derivatives We recognize interest rate and commodity swap derivative instruments as either assets or liabilities at fair value using Level 2 inputs in the condensed consolidated balance sheets. See Note 9 to “Notes to the Condensed Consolidated Financial Statements” for further information. The hedge option and warrant derivative transactions related to the 2.75% Convertible Notes were recorded to equity on our condensed consolidated balance sheets based on the cash proceeds. Surety Bonds and Real Estate Mortgages We are generally required to provide various types of surety bonds that provide an additional measure of security under certain public and private sector contracts. At September 30, 2021, approximatel y $2.6 billion of our CAP was bonded. Performance bonds do not have stated expiration dates; rather, we are generally released from the bonds after the owner accepts the work performed under contract. The ability to maintain bonding capacity to support our current and future level of contracting requires that we maintain cash and working capital balances satisfactory to our sureties. Our investments in real estate affiliates are subject to mortgage indebtedness. This indebtedness is non-recourse to Granite but is recourse to the real estate entities. The terms of this indebtedness are typically renegotiated to reflect the evolving nature of the real estate projects as they progress through acquisition, entitlement and development. Modification of these terms may include changes in loan-to-value ratios requiring the real estate entity to repay portions of the debt. Our unconsolidated investments in our foreign affiliates are subject to local bank debt primarily for equipment purchases and working capital. This debt is non-recourse to Granite, but it is recourse to the affiliates. The debt associated with our unconsolidated non-construction entities is included in Note 11 of “Notes to the Condensed Consolidated Financial Statements.” Covenants and Events of Default Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below. Our failure to comply with these covenants would constitute an event of default under the Credit Agreement. Additionally, our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 2.75% Convertible Notes or our Credit Agreement would constitute an event of default under the indenture governing our 2.75% Convertible Notes or the Credit Agreement. A default under our Credit Agreement could result in (i) us no longer being entitled to borrow under such facility; (ii) termination of such facility; (iii) the requirement that any letters of credit under such facility be cash collateralized; (iv) acceleration of amounts owed under the Credit Agreement; and/or (v) foreclosure on any lien securing the obligations under such facility. A default under the indenture governing our 2.75% Convertible Notes could result in acceleration of the maturity of the notes. The most significant financial covenants under the terms of our Credit Agreement require the maintenance of a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio. As of September 30, 2021, the Consolidated Leverage Ratio was 1.73, which did not exceed the maximum of 3.00. Our Consolidated Interest Coverage Ratio was 8.52, which exceeded the minimum of 4.00. Share Repurchase Program As announced on April 29, 2016, on April 7, 2016, the Board of Directors authorized us to repurchase up to $200.0 million of our common stock at management’s discretion. As part of this authorization, we have established a plan to facilitate common stock repurchases. As of September 30, 2021, $157.2 million of the authorization remained available. The specific timing and amount of any future repurchases will vary based on market conditions, securities law limitations and other factors. Website Access Our website address is www.graniteconstruction.com. On our website we make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”). The information on our website is not incorporated into, and is not part of, this report. These reports, and any amendments to them, are also available at the website of the SEC, www.sec.gov. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There has been no material change in our exposure to market risk from what was previously disclosed in our 2020 Annual Report on Form 10-K. 29 Table of Contents   Item 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as required by paragraph (b) of Rule 13a-15 or Rule 15d-15 of the Exchange Act, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses previously disclosed in our 2020 Annual Report on Form 10-K (the “material weaknesses”). In light of the material weaknesses in our internal control over financial reporting, we performed additional analysis and other procedures to validate that our financial information contained in this Form 10-Q was prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Following such additional analysis and procedures, our management, including our principal executive officer and principal financial officer, has concluded that our financial statements state fairly, in all material respects, our financial position, results of our operations and our cash flows for the periods presented in this Form 10-Q, in conformity with U.S. GAAP. Remediation Plan and Status As disclosed in our 2020 Annual Report on Form 10-K, Company management, with the assistance of outside consultants, began reviewing and revising our internal control over financial reporting in 2020 in response to the material weaknesses identified in connection with the Audit/Compliance Committee’s independent Investigation. Management has evaluated the impact of the material weaknesses and has developed and implemented a plan to remediate the control deficiencies that contributed to the material weaknesses. To date, we have taken the following actions to remediate the material weaknesses:   ● we implemented oversight, training and communication programs to reinforce: (1) our ethical standards and Code of Conduct across the Company, which emphasized, among other things, the purpose and availability of the anonymous whistleblower hotline, (2) the responsibilities and obligations of public company officers, (3) our cost forecasting processes and policies, including proper and contemporaneous documentation to support cost forecast adjustments, (4) the principles and requirements of each cost forecasting control and (5) reporting communication protocols for internal audit reports;   ● we implemented additional internal controls related to cost forecasts including reviews from individuals who are independent of the operating group; and   ● we took appropriate personnel actions, including separations, dismissals and changes in leadership and/or responsibilities and implemented other organizational changes, including changes in reporting structures. We will continue to execute and monitor these programs, processes and controls that were implemented as part of our remediation plan. However, the material weaknesses described in our 2020 Annual Report on Form 10-K will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Additionally, we may take additional measures to address the control deficiencies or modify the remediation plan described above. Changes in Internal Control Over Financial Reporting Except for the changes implemented as part of our remediation plan discussed above, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended September 30, 2021.  PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS The description of the matters set forth in Part I, Item I of this Report under Note 16 of “Notes to the Condensed Consolidated Financial Statements” is incorporated herein by reference. Item 1A. RISK FACTORS There have been no material changes in the risk factors previously disclosed in “Item 1A. Risk Factors” in our 2020 Annual Report on Form 10-K. Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The following table sets forth information regarding the repurchase of shares of our common stock during the three months ended September 30, 2021: Period   Total number of shares purchased (1)     Average price paid per share     Total number of shares purchased as part of publicly announced plans or programs     Approximate dollar value of shares that may yet be purchased under the plans or programs (2)   July 1, 2021 through July 31, 2021     931     $ 37.45       34,867     $ 157,165,044   August 1, 2021 through August 31, 2021     223     $ 40.55       9,042     $ 157,165,044   September 1, 2021 through September 30, 2021     1,529     $ 40.38       61,740     $ 157,165,044         2,683     $ 39.38       105,649           (1) On June 2, 2021, the Company’s stockholders approved the 2021 Equity Incentive Plan, which replaced the Amended and Restated 2012 Equity Incentive Plan. The number of shares purchased is in connection with employee tax withholding for restricted stock units vested under our 2012 and 2021 Equity Incentive Plans. (2) As announced on April 29, 2016, on April 7, 2016, the Board of Directors authorized us to repurchase up to $200.0 million of our common stock at management’s discretion. As part of this authorization we have established a share repurchase program to facilitate common stock repurchases. We did not purchase shares under the share repurchase plan in any of the periods presented. The specific timing and amount of any future repurchases will vary based on market conditions, securities law limitations and other factors.   Item 4. MINE SAFETY DISCLOSURES The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17CFR 229.104) is included in Exhibit 95 to this Quarterly Report on Form 10-Q. 30 Table of Contents   Item 6. EXHIBITS   31.1   †   Certification of Principal Executive Officer  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2   †   Certification of Principal Financial Officer  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32   ††   Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 95   †   Mine Safety Disclosure 101.INS   †   Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document) 101.SCH   †   Inline XBRL Taxonomy Extension Schema 101.CAL   †   Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF   †   Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB   †   Inline XBRL Taxonomy Extension Label Linkbase 101.PRE   †   Inline XBRL Taxonomy Extension Presentation Linkbase 104   †   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)       *   Incorporated by reference     †   Filed herewith     ††   Furnished herewith SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.               GRANITE CONSTRUCTION INCORPORATED                 Date: October 28, 2021       By:   /s/ Elizabeth L. Curtis               Elizabeth L. Curtis               Executive Vice President and Chief Financial Officer               (Duly Authorized Officer and Principal Financial Officer)   31