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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2025
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________ to ______________
Commission file number 1-41642
Knife River Corporation
(Exact name of registrant as specified in its charter)
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| Delaware |
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92-1008893 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
1150 West Century Avenue
P.O. Box 5568
Bismarck, North Dakota 58506-5568
(Address of principal executive offices)
(Zip Code)
(701) 530-1400
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.01 par value |
KNF |
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.
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Large Accelerated Filer |
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Accelerated Filer |
☐ |
Non-Accelerated Filer |
☐ |
Smaller Reporting Company |
☐ |
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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 May 1, 2025: 56,652,361 shares.
Unless otherwise stated or the context otherwise requires, references in this report to “Knife River,” the “Company,” “we,” “our,” or “us” refer to Knife River Corporation and its consolidated subsidiaries.
Introduction
Knife River is an aggregates-led construction materials and contracting services provider in the United States. Our 1.2 billion tons of aggregate reserves, as of December 31, 2024, provide the foundation for our vertically integrated business strategy, with approximately 37 percent of our aggregates being used internally to support value-added downstream products (ready-mix concrete and asphalt) and contracting services (heavy-civil construction, asphalt paving, concrete construction, site development and grading services, and in some segments the manufacturing of prestressed concrete products). We are strategically focused on being the provider of choice in mid-size, high-growth markets and are committed to our plan for continued growth and to delivering for our stakeholders — customers, communities, employees and stockholders — by executing on our four core values: People, Safety, Quality and the Environment.
We supply construction materials to customers from 14 states and also provide related contracting services, which are primarily to public-sector customers for the development and servicing of highways, local roads, bridges and other public-infrastructure projects. We have broad access to high-quality aggregates in most of our markets, which forms the foundation of our vertically integrated business model. We share resources, including plants, equipment and people, across our various locations to maximize efficiency. We also transport our products by truck, rail and barge, depending on the particular market, to complete the vertical value chain. Our strategically located aggregate sites, ready-mix plants and asphalt plants, along with our fleet of ready-mix and dump trucks, enable us to better serve our customers. We believe our integrated and expansive business model is a strong competitive advantage that provides scale, efficiency and operational excellence for the benefit of customers, stockholders and the broader communities that we serve.
In January 2025, we made a change to our organizational structure to better align with our business strategy. We reorganized our business segments to reflect changes in the way our chief operating decision maker evaluates performance, makes operating decisions and allocates resources. Our former Pacific and Northwest operating segments were combined to form the new West operating segment. Our former North Central and South operating segments were combined to form the new Central operating segment. The reorganization resulted in four operating segments: West, Mountain, Central and Energy Services, each of which is also a reportable segment. All periods have been recast to conform to the current reportable segment presentation.
Three of the reportable segments are aligned by key geographic areas, West, Mountain and Central, due to the production of construction materials and related contracting services and one is based on product line. Each geographic segment offers a vertically integrated suite of products and services, including aggregates, ready-mix concrete, asphalt and contracting services, while the Energy Services segment, which has locations throughout our geographic footprint, produces and supplies liquid asphalt and related services, primarily for use in asphalt road construction. We also provide the details of Corporate Services, which includes accounting, legal, treasury, information technology, human resources, corporate development costs and certain corporate expenses that support our operating segments. For more information on our business segments, see Note 15 of the Notes to Consolidated Financial Statements.
Part I -- Financial Information
Item 1. Financial Statements
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Knife River Corporation |
| Consolidated Statements of Operations |
| (Unaudited) |
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Three Months Ended |
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March 31, |
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2025 |
2024 |
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(In thousands, except per share amounts) |
| Revenue: |
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| Construction materials |
$ |
213,407 |
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$ |
204,095 |
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| Contracting services |
140,064 |
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125,495 |
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| Total revenue |
353,471 |
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329,590 |
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| Cost of revenue: |
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| Construction materials |
233,763 |
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209,830 |
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| Contracting services |
129,303 |
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113,266 |
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| Total cost of revenue |
363,066 |
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323,096 |
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| Gross profit |
(9,595) |
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6,494 |
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| Selling, general and administrative expenses |
73,058 |
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60,221 |
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| Operating loss |
(82,653) |
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(53,727) |
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| Interest expense |
15,263 |
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13,976 |
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| Other income |
4,567 |
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3,748 |
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| Loss before income taxes |
(93,349) |
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(63,955) |
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| Income tax benefit |
(24,639) |
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(16,326) |
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| Net loss |
$ |
(68,710) |
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$ |
(47,629) |
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| Net loss per share |
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| Basic |
$ |
(1.21) |
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$ |
(.84) |
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| Diluted |
$ |
(1.21) |
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$ |
(.84) |
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| Weighted average common shares outstanding: |
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| Basic |
56,626 |
56,590 |
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| Diluted |
56,626 |
56,590 |
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The accompanying notes are an integral part of these consolidated financial statements.
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| Knife River Corporation |
| Consolidated Statements of Comprehensive Income |
| (Unaudited) |
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Three Months Ended |
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March 31, |
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2025 |
2024 |
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(In thousands) |
| Net loss |
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$ |
(68,710) |
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$ |
(47,629) |
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| Other comprehensive income: |
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| Postretirement liability adjustment: |
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Amortization of postretirement liability losses included in net periodic benefit cost, net of tax of $20 and $25 for the three months ended 2025 and 2024, respectively |
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63 |
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78 |
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| Postretirement liability adjustment |
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63 |
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78 |
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| Other comprehensive income |
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63 |
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78 |
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Comprehensive loss attributable to common stockholders |
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$ |
(68,647) |
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$ |
(47,551) |
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The accompanying notes are an integral part of these consolidated financial statements.
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| Knife River Corporation |
| Consolidated Balance Sheets |
| (Unaudited) |
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March 31, 2025 |
March 31, 2024 |
December 31, 2024 |
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(In thousands, except shares and per share amounts) |
| Assets |
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| Current assets: |
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| Cash, cash equivalents and restricted cash |
$ |
138,482 |
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$ |
170,658 |
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$ |
281,134 |
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| Receivables, net |
238,066 |
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183,708 |
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267,240 |
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| Costs and estimated earnings in excess of billings on uncompleted contracts |
28,505 |
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33,559 |
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31,283 |
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| Inventories |
467,051 |
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375,783 |
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380,336 |
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| Prepayments and other current assets |
74,600 |
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54,051 |
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27,675 |
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| Total current assets |
946,704 |
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817,759 |
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987,668 |
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| Noncurrent assets: |
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| Net property, plant and equipment |
1,743,513 |
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1,320,612 |
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1,441,700 |
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| Goodwill |
449,554 |
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274,478 |
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297,225 |
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| Other intangible assets, net |
41,967 |
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10,277 |
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29,414 |
|
| Operating lease right-of-use assets |
46,516 |
|
45,832 |
|
49,378 |
|
| Investments and other |
52,453 |
|
44,685 |
|
45,817 |
|
| Total noncurrent assets |
2,334,003 |
|
1,695,884 |
|
1,863,534 |
|
| Total assets |
$ |
3,280,707 |
|
$ |
2,513,643 |
|
$ |
2,851,202 |
|
| Liabilities and Stockholders' Equity |
|
|
|
| Current liabilities: |
|
|
|
| Long-term debt - current portion |
$ |
11,780 |
|
$ |
7,072 |
|
$ |
10,475 |
|
|
|
|
|
| Accounts payable |
111,962 |
|
97,379 |
|
140,834 |
|
| Billings in excess of costs and estimated earnings on uncompleted contracts |
42,016 |
|
50,844 |
|
42,126 |
|
| Accrued compensation |
18,983 |
|
17,699 |
|
50,655 |
|
Accrued interest |
15,951 |
|
15,459 |
|
5,535 |
|
Other taxes payable |
14,195 |
|
11,884 |
|
8,286 |
|
| Current operating lease liabilities |
13,398 |
|
13,282 |
|
14,844 |
|
| Other accrued liabilities |
93,781 |
|
83,611 |
|
97,282 |
|
| Total current liabilities |
322,066 |
|
297,230 |
|
370,037 |
|
| Noncurrent liabilities: |
|
|
|
| Long-term debt |
1,160,385 |
|
673,539 |
|
666,911 |
|
|
|
|
|
| Deferred income taxes |
221,588 |
|
174,122 |
|
174,727 |
|
| Noncurrent operating lease liabilities |
33,118 |
|
32,551 |
|
34,534 |
|
| Other |
135,966 |
|
117,574 |
|
128,908 |
|
| Total liabilities |
1,873,123 |
|
1,295,016 |
|
1,375,117 |
|
| Commitments and contingencies |
|
|
|
| Stockholders' equity: |
|
|
|
Common stock, 300,000,000 shares authorized, $0.01 par value, 57,083,497 shares issued and 56,652,361 shares outstanding at March 31, 2025; 57,040,840 shares issued and 56,609,704 shares outstanding at March 31, 2024; 57,043,841 shares issued and 56,612,705 shares outstanding at December 31, 2024 |
571 |
|
570 |
|
570 |
|
| Other paid-in capital |
621,042 |
|
614,679 |
|
620,897 |
|
| Retained earnings |
798,836 |
|
618,245 |
|
867,546 |
|
|
|
|
|
Treasury stock held at cost - 431,136 shares |
(3,626) |
|
(3,626) |
|
(3,626) |
|
| Accumulated other comprehensive loss |
(9,239) |
|
(11,241) |
|
(9,302) |
|
| Total stockholders' equity |
1,407,584 |
|
1,218,627 |
|
1,476,085 |
|
| Total liabilities and stockholders' equity |
$ |
3,280,707 |
|
$ |
2,513,643 |
|
$ |
2,851,202 |
|
The accompanying notes are an integral part of these consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Knife River Corporation |
| Consolidated Statements of Equity |
| (Unaudited) |
|
Common Stock |
Other Paid-in Capital |
Retained Earnings |
|
Treasury Stock |
Accumulated Other Comprehensive Loss |
|
|
Shares |
Amount |
|
|
Shares |
Amount |
Total |
| |
(In thousands, except shares) |
At December 31, 2024 |
57,043,841 |
|
$ |
570 |
|
$ |
620,897 |
|
$ |
867,546 |
|
|
|
(431,136) |
|
$ |
(3,626) |
|
$ |
(9,302) |
|
$ |
1,476,085 |
|
| Net loss |
— |
|
— |
|
— |
|
(68,710) |
|
|
|
— |
|
— |
|
— |
|
(68,710) |
|
| Other comprehensive income |
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
— |
|
63 |
|
63 |
|
Stock-based compensation expense |
— |
|
— |
|
2,799 |
|
— |
|
|
|
— |
|
— |
|
— |
|
2,799 |
|
Common stock issued for employee compensation, net of tax withholding |
39,656 |
|
1 |
|
(2,654) |
|
— |
|
|
|
— |
|
— |
|
— |
|
(2,653) |
|
| At March 31, 2025 |
57,083,497 |
|
$ |
571 |
|
$ |
621,042 |
|
$ |
798,836 |
|
|
|
(431,136) |
|
$ |
(3,626) |
|
$ |
(9,239) |
|
$ |
1,407,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Knife River Corporation |
| Consolidated Statements of Equity |
| (Unaudited) |
|
Common Stock |
Other Paid-in Capital |
Retained Earnings |
|
Treasury Stock |
Accumulated Other Comprehensive Loss |
|
|
Shares |
Amount |
|
|
Shares |
Amount |
Total |
| |
(In thousands, except shares) |
At December 31, 2023 |
57,009,542 |
|
$ |
570 |
|
$ |
614,513 |
|
$ |
665,874 |
|
|
|
(431,136) |
|
$ |
(3,626) |
|
$ |
(11,319) |
|
$ |
1,266,012 |
|
| Net loss |
— |
|
— |
|
— |
|
(47,629) |
|
|
|
— |
|
— |
|
— |
|
(47,629) |
|
| Other comprehensive income |
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
— |
|
78 |
|
78 |
|
Stock-based compensation expense |
— |
|
— |
|
1,811 |
|
— |
|
|
|
— |
|
— |
|
— |
|
1,811 |
|
| Common stock issued for employee compensation, net of tax withholding |
31,298 |
|
— |
|
(1,645) |
|
— |
|
|
|
— |
|
— |
|
— |
|
(1,645) |
|
At March 31, 2024 |
57,040,840 |
|
$ |
570 |
|
$ |
614,679 |
|
$ |
618,245 |
|
|
|
(431,136) |
|
$ |
(3,626) |
|
$ |
(11,241) |
|
$ |
1,218,627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
|
|
|
|
|
|
|
|
|
| Knife River Corporation |
| Consolidated Statements of Cash Flows |
| (Unaudited) |
|
Three Months Ended |
| |
March 31, |
| |
2025 |
2024 |
| |
(In thousands) |
| Operating activities: |
|
|
| Net loss |
$ |
(68,710) |
|
$ |
(47,629) |
|
Adjustments to reconcile net loss to net cash used by operating activities: |
|
|
| Depreciation, depletion and amortization |
38,762 |
|
32,212 |
|
| Deferred income taxes |
437 |
|
(311) |
|
| Provision for credit losses |
335 |
|
(6) |
|
| Amortization of debt issuance costs |
787 |
|
691 |
|
| Employee stock-based compensation costs |
2,799 |
|
1,811 |
|
| Pension and postretirement benefit plan net periodic benefit cost |
360 |
|
303 |
|
| Unrealized (gains) losses on investments |
692 |
|
(1,212) |
|
| Gains on sales of assets |
(2,410) |
|
(1,249) |
|
Gain on bargain purchase |
(3,547) |
|
— |
|
| Equity in (losses) earnings of unconsolidated affiliates |
15 |
|
(4) |
|
| Changes in current assets and liabilities, net of acquisitions: |
|
|
| Receivables |
41,081 |
|
76,816 |
|
|
|
|
| Inventories |
(50,360) |
|
(56,160) |
|
| Other current assets |
(35,473) |
|
(16,528) |
|
| Accounts payable |
(12,772) |
|
(4,183) |
|
|
|
|
| Other current liabilities |
(40,255) |
|
(39,691) |
|
| Pension and postretirement benefit plan contributions |
(158) |
|
(128) |
|
| Other noncurrent changes |
3,140 |
|
12,058 |
|
| Net cash used in operating activities |
(125,277) |
|
(43,210) |
|
| Investing activities: |
|
|
| Capital expenditures |
(74,958) |
|
(43,689) |
|
| Acquisitions, net of cash acquired |
(443,439) |
|
— |
|
| Net proceeds from sale or disposition of property and other |
17,524 |
|
1,629 |
|
| Investments |
(2,760) |
|
(3,009) |
|
| Net cash used in investing activities |
(503,633) |
|
(45,069) |
|
| Financing activities: |
|
|
|
|
|
|
|
|
| Issuance of long-term debt |
500,000 |
|
— |
|
| Repayment of long-term debt |
(19) |
|
(1,738) |
|
| Debt issuance costs |
(11,070) |
|
— |
|
|
|
|
Tax withholding on stock-based compensation |
(2,653) |
|
(1,645) |
|
| Net cash provided by (used in) financing activities |
486,258 |
|
(3,383) |
|
| Decrease in cash, cash equivalents and restricted cash |
(142,652) |
|
(91,662) |
|
| Cash, cash equivalents and restricted cash -- beginning of year |
281,134 |
|
262,320 |
|
| Cash, cash equivalents and restricted cash -- end of period |
$ |
138,482 |
|
$ |
170,658 |
|
The accompanying notes are an integral part of these consolidated financial statements.
Knife River Corporation
Notes to Consolidated
Financial Statements
March 31, 2025 and 2024
(Unaudited)
Note 1 - Background
At Knife River, we are a people-first construction materials and contracting services company. We provide construction materials and contracting services to build safe roads, bridges, airport runways and other critical infrastructure needs that connect people with where they want to go and with the supplies they need. We are one of the leading providers of crushed stone and sand and gravel in the United States and operate across 14 states. We conduct our operations through four reportable segments: West, Mountain, Central and Energy Services.
In January 2025, we made a change to our organizational structure to better align with our business strategy. We reorganized our business segments to reflect changes in the way our chief operating decision maker evaluates performance, makes operating decisions and allocates resources. Our former Pacific and Northwest operating segments were combined to form the new West operating segment. Our former North Central and South operating segments were combined to form the new Central operating segment. The reorganization resulted in four operating segments: West, Mountain, Central and Energy Services, each of which is also a reportable segment. Each segment’s performance is evaluated based on segment results without allocating corporate expenses, which include corporate costs associated with accounting, legal, treasury, business development, information technology, human resources, and other corporate expenses that support the operating segments. Prior periods have been recast to conform to the current reportable segment presentation.
Note 2 - Basis of presentation
The accompanying consolidated interim financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Interim financial statements do not include all disclosures provided in annual financial statements and, accordingly, these financial statements should be read in conjunction with the Company's 2024 Annual Report on Form 10-K (Annual Report). The information is unaudited but includes adjustments that are, in the opinion of management, necessary for a fair presentation of the accompanying consolidated interim financial statements and are of a normal recurring nature.
All revenues and costs, as well as assets and liabilities, directly associated with our business activities are included in the consolidated financial statements. General corporate expenses are included in the Consolidated Statements of Operations within selling, general and administrative expenses and other income.
On March 7, 2025, we acquired Strata Corporation (Strata), a leading construction materials and contracting services provider in North Dakota and northwestern Minnesota. The purchase price for Strata totaled $454.0 million and is subject to post-closing adjustments. The results of operations and balance sheet accounts for Strata are included in the consolidated financial statements from the date of acquisition.
Management has also evaluated the impact of events occurring after March 31, 2025, up to the date of issuance of these consolidated interim financial statements on May 6, 2025, that would require recognition or disclosure in the Consolidated Financial Statements.
Principles of consolidation
For all periods, the consolidated financial statements were prepared in accordance with GAAP and include the accounts of Knife River and its wholly owned subsidiaries. All intercompany accounts and transactions between the businesses comprising Knife River have been eliminated in the accompanying audited consolidated financial statements.
Use of estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates are used for items such as long-lived assets and goodwill; fair values of acquired assets and liabilities under the acquisition method of accounting; aggregate reserves; property depreciable lives; tax provisions; revenue recognized using the cost-to-cost measure of progress for contracts; expected credit losses; environmental and other loss contingencies; costs on contracting services contracts; actuarially determined benefit costs; asset retirement obligations; present value of right-of-use assets and lease liabilities; and the valuation of stock-based compensation. These estimates are based on management’s best knowledge of current events, historical experience, actions that we may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.
Cash, cash equivalents and restricted cash
We consider all highly liquid investments with an original maturity of three months or less, when purchased, to be cash and cash equivalents. Restricted cash represents deposits held by our captive insurance company that is required by state insurance regulations to remain in the captive insurance company. Cash, cash equivalents and restricted cash on the Consolidated Balance Sheets is comprised of:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
March 31, 2024 |
December 31, 2024 |
|
(In thousands) |
Cash and cash equivalents |
$ |
86,118 |
$ |
128,359 |
$ |
236,799 |
Restricted cash |
52,364 |
42,299 |
44,335 |
Cash, cash equivalents and restricted cash |
$ |
138,482 |
$ |
170,658 |
$ |
281,134 |
Seasonality of operations
Some of our operations are seasonal and revenues from, and certain expenses for, such operations may fluctuate significantly among quarterly periods, with lower activity in the winter months and higher activity in the summer months. Accordingly, the interim results for particular segments, and for Knife River as a whole, may not be indicative of results for the full fiscal year or other future periods.
Note 3 - New accounting standards
The following table provides a brief description of the accounting pronouncements applicable to Knife River and the potential impact on its consolidated financial statements and/or disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
| Standard |
Description |
Standard Effective Date |
Impact on financial statements/disclosures |
Recently adopted Financial Accounting Standards Board (FASB) accounting standards updates (ASU) |
| ASU 2023-07 - Improvements to Reportable Segment Disclosures |
In November 2023, the FASB issued guidance on modifying the disclosure requirements to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. The guidance also expands the interim disclosure requirements. The guidance is to be applied on a retrospective basis to the financial statements and footnotes and early adoption is permitted. |
Adopted for the year ended December 31, 2024. |
We updated our disclosures for the year ended December 31, 2024 and interim periods for 2025 to incorporate the required changes. |
| ASU 2023-09 - Improvements to Income Tax Disclosures |
In December 2023, the FASB issued guidance on modifying the disclosure requirements to increase transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The guidance is to be applied on a prospective basis to the financial statements and footnotes, however, retrospective adoption is also permitted. The guidance also permits early adoption. |
Adopted for the year ended December 31, 2024. |
We updated our disclosures, which were not material, for the year ended December 31, 2024. |
Recently issued ASU's not yet adopted |
ASU 2024-03 -Disaggregation of Income Statement Expenses |
In November 2024, the FASB issued guidance on modifying the disclosure requirements to improve the disclosures for a public entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The guidance is to be applied either on a prospective basis to the financial statements issued for reporting periods after the effective date or on a retrospective basis to the financial statements to all prior periods presented in the financial statements. Early adoption is permitted. |
Annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. |
We are currently evaluating the impact the guidance will have on our disclosures for the year ended December 31, 2027 and interim periods for fiscal year 2028. |
Note 4 - Receivables and allowance for expected credit losses
Receivables consist primarily of trade and contract receivables for the sale of goods and services net of expected credit losses. A majority of our receivables are due in 30 days or less. The total balance of receivables past due 90 days or more was $27.3 million, $12.6 million and $14.3 million at March 31, 2025, March 31, 2024 and December 31, 2024, respectively. Receivables were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
March 31, 2024 |
December 31, 2024 |
|
(In thousands) |
| Trade receivables |
$ |
122,828 |
$ |
107,834 |
$ |
134,480 |
| Contract receivables |
85,939 |
50,427 |
104,547 |
| Retention receivables |
33,617 |
31,524 |
32,558 |
| Receivables, gross |
242,384 |
189,785 |
271,585 |
| Less expected credit loss |
4,318 |
6,077 |
4,345 |
| Receivables, net |
$ |
238,066 |
$ |
183,708 |
$ |
267,240 |
Our expected credit losses are determined through a review using historical credit loss experience; changes in asset specific characteristics; current conditions; and reasonable and supportable future forecasts, among other specific account data, and is performed at least quarterly. We develop and document our methodology to determine our allowance for expected credit losses. Risk characteristics used by management may include customer mix, knowledge of customers and general economic conditions of the various local economies, among others. Specific account balances are written off when management determines the amounts to be uncollectible. Management has reviewed the balance reserved through the allowance for expected credit losses and believes it is reasonable.
Details of our expected credit losses were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
West |
Mountain |
Central |
Energy Services |
Total |
| |
(In thousands) |
As of December 31, 2024 |
$ |
2,478 |
|
$ |
780 |
|
$ |
921 |
|
$ |
166 |
|
$ |
4,345 |
|
Current expected credit loss provision |
— |
|
42 |
|
30 |
|
263 |
|
335 |
|
| Less write-offs charged against the allowance |
73 |
|
8 |
|
18 |
|
263 |
|
362 |
|
|
|
|
|
|
|
At March 31, 2025 |
$ |
2,405 |
|
$ |
814 |
|
$ |
933 |
|
$ |
166 |
|
$ |
4,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
West |
Mountain |
Central |
Energy Services |
Total |
| |
(In thousands) |
| As of December 31, 2023 |
$ |
3,057 |
|
$ |
2,293 |
|
$ |
718 |
|
$ |
100 |
|
$ |
6,168 |
|
| Current expected credit loss provision |
(46) |
|
(47) |
|
87 |
|
— |
|
(6) |
|
| Less write-offs charged against the allowance |
80 |
|
2 |
|
3 |
|
— |
|
85 |
|
|
|
|
|
|
|
At March 31, 2024 |
$ |
2,931 |
|
$ |
2,244 |
|
$ |
802 |
|
$ |
100 |
|
$ |
6,077 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 5 - Inventories
Inventories on the Consolidated Balance Sheets were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| |
March 31, 2025 |
March 31, 2024 |
December 31, 2024 |
| |
(In thousands) |
| Finished products |
$ |
299,032 |
|
$ |
242,952 |
|
$ |
252,563 |
|
| Raw materials |
126,949 |
|
95,132 |
|
91,334 |
|
| Supplies and parts |
41,070 |
|
37,699 |
|
36,439 |
|
| Total |
$ |
467,051 |
|
$ |
375,783 |
|
$ |
380,336 |
|
Inventories are valued at the lower of cost or net realizable value using the average cost method. Inventories include production costs incurred as part of our aggregate mining activities. These inventoriable production costs include all mining and processing costs associated with the production of aggregates. Stripping costs incurred during the production phase, which represent costs of removing overburden and waste materials to access mineral deposits, are a component of inventoriable production costs.
Note 6 - Net loss per share
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the applicable period. Diluted earnings per share is computed by dividing net income by the total of the weighted average number of shares of common stock outstanding during the applicable period, plus the effect of non-vested performance shares and restricted stock units. Our potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would reduce the net loss per share and is considered antidilutive. Weighted average common shares outstanding is comprised of issued shares of 57,083,497 less shares held in treasury of 431,136. Basic and diluted net loss per share are calculated as follows, based on a reconciliation of the weighted-average common shares outstanding on a basic and diluted basis:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2025 |
2024 |
|
|
|
(In thousands, except per share amounts) |
| Net loss |
$ |
(68,710) |
|
$ |
(47,629) |
|
|
|
| Weighted average common shares outstanding - basic |
56,626 |
|
56,590 |
|
|
|
Effect of dilutive performance shares and restricted stock units |
— |
|
— |
|
|
|
| Weighted average common shares outstanding - diluted |
56,626 |
|
56,590 |
|
|
|
Shares excluded from the calculation of diluted loss per share |
274 |
|
179 |
|
|
|
Net loss per share - basic |
$ |
(1.21) |
|
$ |
(.84) |
|
|
|
Net loss per share - diluted |
$ |
(1.21) |
|
$ |
(.84) |
|
|
|
|
|
|
|
|
Note 7 - Accumulated other comprehensive loss
Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). The only component of other comprehensive income (loss) is the amortization of postretirement liability losses for our benefit plans. As of March 31, 2025 and 2024, and December 31, 2024, accumulated other comprehensive loss was $9.2 million, $11.2 million and $9.3 million, respectively.
For the three months ended March 31, 2025 and 2024, we amortized $63,000 and $78,000, respectively, of expense into other income, and $20,000 and $25,000, respectively, into income taxes.
Note 8 - Revenue from contracts with customers
Revenue is recognized when a performance obligation is satisfied by transferring control over a product or service to a customer. Revenue includes revenue from the sales of construction materials and contracting services. Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. Knife River is considered an agent for certain taxes collected from customers. As such, we present revenues net of these taxes at the time of sale to be remitted to governmental authorities, including sales and use taxes. Revenue for construction materials is recognized at a point in time when delivery of the products has taken place. Contracting revenue is recognized over time using an input method based on the cost-to-cost measure of progress on a project.
Disaggregation
In the following tables, revenue is disaggregated by category for each segment and includes sales of materials to both third parties and internal customers. Due to consolidation requirements, the internal sales revenues must be eliminated against the construction materials product used in downstream materials and contracting services to arrive at the external operating revenues. We believe this level of disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. For more information on the Company’s reportable segments, see Note 15.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended March 31, 2025 |
West |
Mountain |
Central |
Energy Services |
Corporate Services and Eliminations |
Total |
|
(In thousands) |
| Aggregates |
$ |
56,257 |
|
$ |
8,043 |
|
$ |
17,092 |
|
$ |
— |
|
$ |
— |
|
$ |
81,392 |
|
| Ready-mix concrete |
69,780 |
|
13,087 |
|
25,591 |
|
— |
|
— |
|
108,458 |
|
| Asphalt |
8,866 |
|
498 |
|
6,770 |
|
— |
|
— |
|
16,134 |
|
Liquid asphalt |
— |
|
— |
|
— |
|
12,228 |
|
— |
|
12,228 |
|
| Other |
34,406 |
|
3 |
|
2,418 |
|
2,995 |
|
3,669 |
|
43,491 |
|
| Contracting services public-sector |
38,772 |
|
36,179 |
|
24,276 |
|
— |
|
— |
|
99,227 |
|
| Contracting services private-sector |
28,836 |
|
11,829 |
|
172 |
|
— |
|
— |
|
40,837 |
|
| Internal sales |
(28,899) |
|
(3,645) |
|
(8,478) |
|
(3,678) |
|
(3,596) |
|
(48,296) |
|
Revenues from contracts with customers |
$ |
208,018 |
|
$ |
65,994 |
|
$ |
67,841 |
|
$ |
11,545 |
|
$ |
73 |
|
$ |
353,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended March 31, 2024 |
West |
Mountain |
Central |
Energy Services |
Corporate Services and Eliminations |
Total |
|
(In thousands) |
| Aggregates |
$ |
58,947 |
|
$ |
9,455 |
|
$ |
15,871 |
|
$ |
— |
|
$ |
— |
|
$ |
84,273 |
|
| Ready-mix concrete |
62,996 |
|
13,835 |
|
23,024 |
|
— |
|
— |
|
99,855 |
|
| Asphalt |
10,584 |
|
830 |
|
5,059 |
|
— |
|
— |
|
16,473 |
|
Liquid asphalt |
— |
|
— |
|
— |
|
11,035 |
|
— |
|
11,035 |
|
| Other |
28,904 |
|
5 |
|
1,898 |
|
3,062 |
|
5,142 |
|
39,011 |
|
| Contracting services public-sector |
41,519 |
|
25,859 |
|
21,033 |
|
— |
|
— |
|
88,411 |
|
| Contracting services private-sector |
23,105 |
|
13,803 |
|
176 |
|
— |
|
— |
|
37,084 |
|
| Internal sales |
(28,516) |
|
(3,962) |
|
(6,097) |
|
(2,981) |
|
(4,996) |
|
(46,552) |
|
Revenues from contracts with customers |
$ |
197,539 |
|
$ |
59,825 |
|
$ |
60,964 |
|
$ |
11,116 |
|
$ |
146 |
|
$ |
329,590 |
|
Note 9 - Uncompleted contracts
The timing of revenue recognition may differ from the timing of invoicing to customers. The timing of invoicing to customers does not necessarily correlate with the timing of revenues being recognized under the cost-to-cost method of accounting. Contracts from contracting services are billed as work progresses in accordance with agreed upon contractual terms. Generally, billing to the customer occurs contemporaneous to revenue recognition. A variance in timing of the billings may result in a contract asset or a contract liability. A contract asset occurs when revenues are recognized under the cost-to-cost measure of progress, which exceeds amounts billed on uncompleted contracts. Such amounts will be billed as standard contract terms allow, usually based on various measures of performance or achievement. A contract liability occurs when there are billings in excess of revenues recognized under the cost-to-cost measure of progress on uncompleted contracts. Contract liabilities decrease as revenue is recognized from the satisfaction of the related performance obligation.
The changes in contract assets and liabilities were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
December 31, 2024 |
Change |
Location on Consolidated Balance Sheets |
|
(In thousands) |
|
Contract assets |
$ |
28,505 |
|
$ |
31,283 |
|
$ |
(2,778) |
|
Costs and estimated earnings in excess of billings on uncompleted contracts |
| Contract liabilities |
(42,016) |
|
(42,126) |
|
110 |
|
Billings in excess of costs and estimated earnings on uncompleted contracts |
Net contract liabilities |
$ |
(13,511) |
|
$ |
(10,843) |
|
$ |
(2,668) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2024 |
December 31, 2023 |
Change |
Location on Consolidated Balance Sheets |
|
(In thousands) |
|
Contract assets |
$ |
33,559 |
|
$ |
27,293 |
|
$ |
6,266 |
|
Costs and estimated earnings in excess of billings on uncompleted contracts |
| Contract liabilities |
(50,844) |
|
(51,376) |
|
532 |
|
Billings in excess of costs and estimated earnings on uncompleted contracts |
Net contract liabilities |
$ |
(17,285) |
|
$ |
(24,083) |
|
$ |
6,798 |
|
|
We recognized $28.2 million in revenue for the three months ended March 31, 2025, which was previously included in contract liabilities at December 31, 2024. We recognized $30.5 million in revenue for the three months ended March 31, 2024, which was previously included in contract liabilities at December 31, 2023.
We recognized a net increase in revenues of $8.0 million and $9.2 million for the three months ended March 31, 2025 and 2024, respectively, from performance obligations satisfied in prior periods.
Remaining performance obligations
The remaining performance obligations, also referred to as backlog, include unrecognized revenues that we reasonably expect to be realized. These unrecognized revenues can include: projects that have a written award, a letter of intent, a notice to proceed, an agreed upon work order to perform work on mutually accepted terms and conditions, and change orders or claims to the extent management believes additional contract revenues will be earned and are deemed probable of collection. The majority of our contracts for contracting services have an original duration of less than one year.
At March 31, 2025, our remaining performance obligations were $938.7 million. We expect to recognize the following revenue amounts in future periods related to these remaining performance obligations: $820.6 million within the next 12 months or less; $91.5 million within the next 13 to 24 months; and $26.6 million in 25 months or more.
Note 10 - Acquisitions and Dispositions
Acquisitions
The following acquisitions were accounted for as business combinations in accordance with ASC 805 - Business Combinations. The results of the business combinations have been included in the Company's Consolidated Financial Statements beginning on the acquisition dates. Pro forma financial amounts reflecting the effects of the business combinations are not presented, as none of these business combinations, individually or in the aggregate, were material to our financial position or results of operations.
Acquisitions are also subject to customary adjustments based on, among other things, the amount of cash, debt and working capital in the business as of the closing date. The amounts included in the Consolidated Balance Sheets for these adjustments are considered provisional until final settlement has occurred.
Strata Corporation
On March 7, 2025, we completed the acquisition of Strata Corporation, a leading construction materials and contracting services provider in North Dakota and northwestern Minnesota. The purchase of Strata includes operations that expand our aggregates, ready-mix and asphalt operations, as well as our trucking fleet, locomotives and railcars, in our current geographic locations. The purchase price for Strata totaled $454.0 million and is subject to post-closing adjustments. The results of Strata are included in our Central segment.
The estimated fair value of the assets acquired and liabilities assumed are preliminary, as we continue to gather information to finalize the valuation of these assets and liabilities. The fair values are considered provisional until final fair values are determined, or the measurement period has passed. We expect to record adjustments as we accumulate the information needed to estimate the fair value of assets acquired and liabilities assumed, including working capital balances, estimated fair value of identifiable intangible assets, property, plant and equipment, total consideration and goodwill. We utilized market and cost approaches to estimate the fair value of the property, plant and equipment, excluding aggregate reserves. The fair value of aggregate reserves and intangible assets were determined using the income approach. All estimates, key assumptions, and forecasts were either provided by or reviewed by management. We engaged third-party valuation firms to assist in the analysis and valuation of the assets of Strata. While we chose to utilize third-party valuation firms, the fair value analysis and related valuations represent the conclusions of management and not the conclusions or statements of any third party.
The excess of the total purchase price over the fair value of assets acquired and liabilities assumed was allocated to goodwill. We believe that the goodwill relates to several factors, including potential synergies related to market opportunities for multiple product offerings and economies of scale expected from combining our operations with the business acquired.
The final fair value of the net assets acquired may result in adjustments to the assets and liabilities, including goodwill, and will be made as soon as practical, but no later than one year from the respective acquisition dates. However, any subsequent measurement period adjustments are not expected to have a material impact on our results of operations.
The preliminary allocation of the purchase price for Strata is as follows:
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2025 |
| (In thousands) |
Assets |
|
|
Current assets: |
|
|
Cash and cash equivalents |
|
$ |
7,906 |
|
Receivables |
|
8,374 |
|
Costs and estimated earnings in excess of billings on uncompleted contracts |
|
4,390 |
|
Inventories |
|
36,355 |
|
Assets held for sale |
|
21,093 |
|
Prepayments and other current assets |
|
4,850 |
|
Total current assets |
|
82,968 |
|
| Noncurrent assets: |
|
|
Property, plant and equipment |
|
266,370 |
|
Goodwill |
|
152,329 |
|
Other intangible assets |
|
13,600 |
|
| Operating lease right-of-use assets |
|
53 |
|
Total noncurrent assets |
|
432,352 |
|
Total assets acquired |
|
$ |
515,320 |
|
Liabilities |
|
|
Current liabilities: |
|
|
Accounts payable |
|
$ |
3,312 |
|
Billings in excess of costs and estimated earnings on uncompleted contracts |
|
921 |
|
| Current operating lease liabilities |
|
29 |
|
Other accrued liabilities |
|
21,378 |
|
| Total current liabilities |
|
25,640 |
|
Noncurrent liabilities: |
|
|
| Deferred income taxes |
|
45,092 |
|
Noncurrent operating lease liabilities |
|
3,293 |
|
Total noncurrent liabilities |
|
48,385 |
|
Total liabilities assumed |
|
74,025 |
|
Total consideration (fair value) |
|
$ |
441,295 |
|
Intangible assets for Strata include $9.5 million for customer backlog, which has an amortization period of 10 months, and $4.1 million for permits, which has an amortization period of 10 years upon commencement of operations.
Other
During the first quarter of 2025, we completed the acquisition of an aggregate quarry operation in Washington for $10.1 million, which will supply aggregates to Southern Washington and Northern Oregon. The acquisition resulted in the recognition of $15.1 million of assets in property, plant and equipment, $1.3 million deferred income tax liability and $202,000 in noncurrent liabilities - other. We have reviewed the fair values of the assets and liabilities and determined that the purchase would result in a gain being recognized at the time of the acquisition. We believe the bargain purchase gain was primarily the result of the sellers’ desire to exit quickly due to cash flow constraints which were limiting their ability to operate the business efficiently. The gain on the purchase was $3.5 million, net of deferred taxes of $1.3 million, and was recorded in other income on the Consolidated Statement of Operations. The results of this acquisition are included in our West segment.
During 2024, we completed four acquisitions with an aggregated purchase price of $120.7 million, subject to future post-closing adjustments. As of March 31, 2025, the purchase accounting for Albina Asphalt is considered preliminary and will be completed in the second quarter of 2025.
For the three months ended March 31, 2025, we incurred acquisition-related costs on completed and other potential acquisitions of $5.3 million. These costs are included in our Corporate Services in selling, general and administrative expenses on the Consolidated Statement of Operations.
Dispositions
On March 7, 2025, we sold four ready-mix plant operations for total proceeds of $14.5 million. The ready-mix plant operations were acquired by us as part of the Strata acquisition and subsequently sold to a third-party. The ready-mix plants were included in assets held for sale on the opening balance sheet for Strata at the time of the acquisition.
Note 11 - Goodwill and other intangible assets
The changes in the carrying amount of goodwill were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2025 |
Goodwill Acquired During the Year |
Measurement Period Adjustments |
Reallocation of Goodwill |
Balance at March 31, 2025 |
| |
(In thousands) |
| West |
$ |
123,674 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
123,674 |
|
| Mountain |
26,816 |
|
— |
|
— |
|
— |
|
26,816 |
|
| Central |
115,322 |
|
152,329 |
|
— |
|
— |
|
267,651 |
|
| Energy Services |
31,413 |
|
— |
|
— |
|
— |
|
31,413 |
|
| Total |
$ |
297,225 |
|
$ |
152,329 |
|
$ |
— |
|
$ |
— |
|
$ |
449,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2024 |
Goodwill Acquired During the Year |
Measurement Period Adjustments |
Reallocation of Goodwill |
Balance at March 31, 2024 |
| |
(In thousands) |
| West |
$ |
123,599 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
123,599 |
|
| Mountain |
26,816 |
|
— |
|
— |
|
— |
|
26,816 |
|
| Central |
114,587 |
|
— |
|
— |
|
— |
|
114,587 |
|
| Energy Services |
9,476 |
|
— |
|
— |
|
— |
|
9,476 |
|
| Total |
$ |
274,478 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
274,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2024 |
Goodwill Acquired During the Year |
Measurement Period Adjustments |
Reallocation of Goodwill |
Balance at December 31, 2024 |
| |
(In thousands) |
| West |
$ |
123,599 |
|
$ |
75 |
|
$ |
— |
|
$ |
— |
|
$ |
123,674 |
|
| Mountain |
26,816 |
|
— |
|
— |
|
— |
|
26,816 |
|
| Central |
114,587 |
|
735 |
|
— |
|
— |
|
115,322 |
|
| Energy Services |
9,476 |
|
21,937 |
|
— |
|
— |
|
31,413 |
|
| Total |
$ |
274,478 |
|
$ |
22,747 |
|
$ |
— |
|
$ |
— |
|
$ |
297,225 |
|
Other amortizable intangible assets were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| |
March 31, 2025 |
March 31, 2024 |
December 31, 2024 |
| |
(In thousands) |
| Customer relationships |
$ |
30,703 |
|
$ |
18,540 |
|
$ |
30,703 |
|
| Less accumulated amortization |
11,798 |
|
9,535 |
|
11,060 |
|
| |
18,905 |
|
9,005 |
|
19,643 |
|
| Noncompete agreements |
3,107 |
|
3,820 |
|
3,950 |
|
| Less accumulated amortization |
2,743 |
|
3,315 |
|
3,524 |
|
|
364 |
|
505 |
|
426 |
|
Tradename |
7,470 |
|
— |
|
7,470 |
|
| Less accumulated amortization |
188 |
|
— |
|
124 |
|
|
7,282 |
|
— |
|
7,346 |
|
Backlog |
9,890 |
|
— |
|
390 |
|
Less accumulated amortization |
32 |
|
— |
|
22 |
|
|
9,858 |
|
— |
|
368 |
|
| Other |
6,688 |
|
1,796 |
|
3,310 |
|
| Less accumulated amortization |
1,130 |
|
1,029 |
|
1,679 |
|
| |
5,558 |
|
767 |
|
1,631 |
|
| Total |
$ |
41,967 |
|
$ |
10,277 |
|
$ |
29,414 |
|
The previous tables include goodwill and intangible assets associated with the business combinations completed in the first quarter of 2025. For more information related to these business combinations, see Note 10.
Amortization expense for amortizable intangible assets for the three months ended March 31, 2025, and 2024 was $1.1 million and $545,000, respectively. Estimated amortization expense for identifiable intangible assets as of March 31, 2025, was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remainder of 2025 |
2026 |
2027 |
2028 |
2029 |
Thereafter |
|
(In thousands) |
| Amortization expense |
$ |
12,034 |
|
$ |
5,307 |
|
$ |
4,287 |
|
$ |
3,961 |
|
$ |
3,466 |
|
$ |
12,912 |
|
Note 12 - Fair value measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The fair value guidance establishes a hierarchy for grouping assets and liabilities, based on the significance of inputs. The estimated fair values of the assets and liabilities measured on a recurring basis are determined using the market approach.
Financial instruments measured at fair value on a recurring basis
We measure our investments in certain fixed-income and equity securities at fair value with changes in fair value recognized in income. We anticipate using these investments, which consist of insurance contracts, to satisfy our obligations under our unfunded, nonqualified defined benefit and defined contribution plans for our executive officers and certain key management employees, and invest in these fixed-income and equity securities for the purpose of earning investment returns and capital appreciation. These investments, which totaled $30.5 million, $27.1 million and $28.4 million at March 31, 2025 and 2024, and December 31, 2024, respectively, are classified as investments on the Consolidated Balance Sheets. These investments had a net unrealized loss of $692,000 and a net unrealized gain of $1.2 million for the three months ended March 31, 2025 and 2024, respectively. The change in fair value, which is considered part of the cost of the plan, is classified in other income on the Consolidated Statements of Operations.
The Company's assets measured at fair value on a recurring basis were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fair Value Measurements at March 31, 2025, Using |
|
| |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Balance at March 31, 2025 |
|
(In thousands) |
| Assets: |
|
|
|
|
| Money market funds |
$ |
— |
|
$ |
4,125 |
|
$ |
— |
|
$ |
4,125 |
|
Insurance contracts |
— |
|
30,451 |
|
— |
|
30,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total assets measured at fair value |
$ |
— |
|
$ |
34,576 |
|
$ |
— |
|
$ |
34,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fair Value Measurements at March 31, 2024, Using |
|
| |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Balance at March 31, 2024 |
|
(In thousands) |
| Assets: |
|
|
|
|
| Money market funds |
$ |
— |
|
$ |
3,845 |
|
$ |
— |
|
$ |
3,845 |
|
Insurance contracts |
— |
|
27,059 |
|
— |
|
27,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total assets measured at fair value |
$ |
— |
|
$ |
30,904 |
|
$ |
— |
|
$ |
30,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fair Value Measurements at December 31, 2024, Using |
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Balance at December 31, 2024 |
|
(In thousands) |
| Assets: |
|
|
|
|
| Money market funds |
$ |
— |
|
$ |
4,082 |
|
$ |
— |
|
$ |
4,082 |
|
Insurance contracts |
— |
|
28,377 |
|
— |
|
28,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total assets measured at fair value |
$ |
— |
|
$ |
32,459 |
|
$ |
— |
|
$ |
32,459 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our Level 2 money market funds are valued at the net asset value of shares held at the end of the period, based on published market quotations on active markets, or using other known sources including pricing from outside sources. The estimated fair value of the Level 2 insurance contracts is based on contractual cash surrender values that are determined primarily by investments in managed separate accounts of the insurer. These amounts approximate fair value. The managed separate accounts are valued based on other observable inputs or corroborated market data.
Though we believe the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.
Nonfinancial instruments measured at fair value on a nonrecurring basis
We apply the provisions of the fair value measurement standard to our nonrecurring, non-financial measurements, including long-lived asset impairments. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. We review the carrying value of our long-lived assets, excluding goodwill, whenever events or changes in circumstances indicate that such carrying amounts may not be recoverable.
The assets and liabilities of the acquisitions that occurred during the first quarter of 2025 were calculated using a market or cost approach. The fair value of some of the assets was determined based on Level 3 inputs including estimated future cash flows, discount rates, growth rates and sales projections, all of which require significant management judgment. For more information on these Level 2 and 3 fair value measurements, see Note 10.
Our long-term debt is not measured at fair value on the Consolidated Balance Sheets and the fair value is being provided for disclosure purposes only. The fair value was categorized as Level 2 in the fair value hierarchy and was based on discounted cash flows using current market interest rates. The estimated fair value of our Level 2 long-term debt was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| |
March 31, 2025 |
March 31, 2024 |
December 31, 2024 |
| |
(In thousands) |
| Carrying amount |
$ |
1,189,931 |
|
$ |
695,247 |
|
$ |
689,950 |
|
| Fair value |
$ |
1,208,611 |
|
$ |
715,962 |
|
$ |
707,853 |
|
The carrying amounts of our remaining financial instruments included in current assets and current liabilities approximate their fair values.
Note 13 - Debt
Certain debt instruments of ours contain restrictive covenants and cross-default provisions. In order to borrow under the debt agreements, we must be in compliance with the applicable covenants and certain other conditions, all of which management believes we, as applicable, were in compliance with at March 31, 2025. In the event we do not comply with the applicable covenants and other conditions, alternative sources of funding may need to be pursued.
On March 7, 2025, we entered into an amendment to the senior secured credit agreement to, among other things, increase our revolving credit facility from $350.0 million to $500.0 million and extend the maturity to March 7, 2030, refinance the existing $275.0 million Term Loan A to extend the maturity to March 7, 2030, and provide for a new Term Loan B in an aggregate principal amount of $500.0 million with a maturity of March 8, 2032. The Term Loan B was funded on March 7, 2025. Each facility has a SOFR-based interest rate. The Term Loan A has a mandatory annual amortization of 2.50 percent for years one and two, 5.00 percent for years three and four, and 7.50 percent in the fifth year. The Term Loan B has a mandatory annual amortization of $5.0 million. The agreement contains customary covenants and provisions, including a covenant of Knife River not to permit, at any time, the ratio of total debt to trailing twelve month earnings before interest, taxes, depreciation, depletion and amortization (EBITDA) to be greater than 4.75 to 1.00. The covenants also include restrictions on the sale of certain assets, loans and investments.
Long-term Debt Outstanding Long-term debt outstanding was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Weighted
Average
Interest
Rate at
March 31, 2025
|
March 31, 2025 |
March 31, 2024 |
December 31, 2024 |
| |
|
(In thousands) |
Term loan A agreement due on March 7, 2030 |
6.05 |
% |
$ |
264,688 |
|
$ |
269,844 |
|
$ |
264,688 |
|
Term loan B agreement due on March 8, 2032 |
6.29 |
% |
500,000 |
|
— |
|
— |
|
|
|
|
|
|
Senior notes due on May 1, 2031 |
7.75 |
% |
425,000 |
|
425,000 |
|
425,000 |
|
Other notes due on January 1, 2061 |
— |
% |
243 |
|
403 |
|
262 |
|
| Less unamortized debt issuance costs |
|
17,766 |
|
14,636 |
|
12,564 |
|
| Total long-term debt |
|
1,172,165 |
|
680,611 |
|
677,386 |
|
| Less current maturities |
|
11,780 |
|
7,072 |
|
10,475 |
|
| Net long-term debt |
|
$ |
1,160,385 |
|
$ |
673,539 |
|
$ |
666,911 |
|
Schedule of Debt Maturities Long-term debt maturities, which excludes unamortized debt issuance costs, at March 31, 2025, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remainder of
2025
|
2026 |
2027 |
2028 |
2029 |
Thereafter |
|
(In thousands) |
| Long-term debt maturities |
$ |
8,875 |
|
$ |
11,698 |
|
$ |
16,580 |
|
$ |
18,235 |
|
$ |
23,197 |
|
$ |
1,111,346 |
|
Note 14 - Cash flow information
Cash expenditures for interest and income taxes were as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
| |
March 31, |
| |
2025 |
2024 |
|
| |
(In thousands) |
Interest paid, net |
$ |
4,731 |
|
$ |
5,764 |
|
| Income taxes paid, net |
$ |
2,883 |
|
$ |
— |
|
Noncash investing and financing transactions were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2025 |
2024 |
|
|
|
(In thousands) |
Right-of-use assets obtained in exchange for new operating lease liabilities |
$ |
1,179 |
|
$ |
4,802 |
|
|
| Property, plant and equipment additions in accounts payable |
$ |
5,023 |
|
$ |
6,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 15 - Business segment data
In January 2025, we made a change to our organizational structure to better align with our business strategy. We reorganized our business segments to reflect changes in the way our chief operating decision maker evaluates performance, makes operating decisions and allocates resources. Our former Pacific and Northwest operating segments were combined to form the new West operating segment. Our former North Central and South operating segments were combined to form the new Central operating segment. The reorganization resulted in four operating segments: West, Mountain, Central and Energy Services, each of which is also a reportable segment. Each segment’s performance is evaluated based on segment results without allocating corporate expenses, which include corporate costs associated with accounting, legal, treasury, business development, information technology, human resources, and other corporate expenses that support the operating segments.
Three of our reportable segments are aligned by key geographic areas due to the production of construction materials and related contracting services and one is based on product line. Each segment is led by a segment manager who reports to the Company’s chief operating officer, who is also the Company's chief operating decision maker, along with the chief executive officer. Our chief operating decision maker uses EBITDA to evaluate the performance of the segments, perform analytical comparisons to budget and uses historical and projected EBITDA to allocate resources, including capital allocations.
Each geographic segment offers a vertically integrated suite of products and services, including aggregates, ready-mix concrete, asphalt and contracting services, while the Energy Services segment produces and supplies liquid asphalt, primarily for use in asphalt road construction, and is a supplier to some of the other segments. Each geographic segment mines, processes and sells construction aggregates (crushed stone and sand and gravel); produces and sells asphalt; and produces and sells ready-mix concrete as well as vertically integrating its contracting services to support the aggregate-based product lines including heavy-civil construction, asphalt and concrete paving, and site development and grading. Although not common to all locations, the geographic segments also sell cement, merchandise and other building materials and related services.
Corporate Services represents the unallocated costs of certain corporate functions, such as accounting, legal, treasury, business development, information technology, human resources and other corporate expenses that support the operating segments. Corporate Services also includes an immaterial amount of external revenue from the Knife River Training Center. We account for intersegment sales and transfers as if the sales or transfers were to third parties. The accounting policies applicable to each segment are consistent with those used in the audited consolidated financial statements.
The proceeding information follows the same accounting policies as described in the audited financial statements and notes included in the Company's 2024 Annual Report. Prior periods presented have been recast to conform to the current reportable segment presentation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2025 |
|
Three Months Ended March 31, 2024 |
|
|
West |
Mountain |
Central |
Energy Services |
Total |
|
West |
Mountain |
Central |
Energy Services |
Total |
|
|
(In thousands) |
| Revenues from external customers |
|
$ |
208,018 |
|
$ |
65,994 |
|
$ |
67,841 |
|
$ |
11,545 |
|
$ |
353,398 |
|
|
$ |
197,539 |
|
$ |
59,825 |
|
$ |
60,964 |
|
$ |
11,116 |
|
$ |
329,444 |
|
| Intersegment revenues |
|
28,899 |
|
3,645 |
|
8,478 |
|
3,678 |
|
44,700 |
|
|
28,516 |
|
3,962 |
|
6,097 |
|
2,981 |
|
41,556 |
|
| Total segment revenue |
|
236,917 |
|
69,639 |
|
76,319 |
|
15,223 |
|
398,098 |
|
|
226,055 |
|
63,787 |
|
67,061 |
|
14,097 |
|
371,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other revenues1 |
|
|
|
|
|
3,669 |
|
|
|
|
|
|
5,142 |
|
| Less: Elimination of intersegment revenue |
|
|
|
|
|
48,296 |
|
|
|
|
|
|
46,552 |
|
| Total consolidated revenue |
|
|
|
|
|
$ |
353,471 |
|
|
|
|
|
|
$ |
329,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of revenue excluding depreciation, depletion and amortization |
|
193,638 |
|
76,600 |
|
82,120 |
|
18,897 |
|
|
|
186,788 |
|
61,287 |
|
71,636 |
|
14,204 |
|
|
| Selling, general and administrative expenses excluding depreciation, depletion and amortization |
|
21,646 |
|
9,299 |
|
18,470 |
|
4,099 |
|
|
|
19,730 |
|
8,607 |
|
14,225 |
|
2,420 |
|
|
Other segment items2 |
|
3,281 |
|
(7) |
|
(21) |
|
(29) |
|
|
|
(126) |
|
43 |
|
78 |
|
44 |
|
|
| Total segment EBITDA |
|
$ |
24,914 |
|
$ |
(16,267) |
|
$ |
(24,292) |
|
$ |
(7,802) |
|
$ |
(23,447) |
|
|
$ |
19,411 |
|
$ |
(6,064) |
|
$ |
(18,722) |
|
$ |
(2,483) |
|
$ |
(7,858) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated loss before income taxes |
|
|
|
|
|
(93,349) |
|
|
|
|
|
|
(63,955) |
|
| Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation, depletion and amortization |
|
|
|
|
|
38,762 |
|
|
|
|
|
|
32,212 |
|
Interest expense, net3 |
|
|
|
|
|
13,123 |
|
|
|
|
|
|
11,147 |
|
| Less unallocated amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
| Other corporate revenue |
|
|
|
|
|
73 |
|
|
|
|
|
|
146 |
|
| Other corporate expenses |
|
|
|
|
|
(18,090) |
|
|
|
|
|
|
(12,884) |
|
| Total segment EBITDA |
|
|
|
|
|
$ |
(23,447) |
|
|
|
|
|
|
$ |
(7,858) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
$ |
26,921 |
|
$ |
13,929 |
|
$ |
25,893 |
|
$ |
1,617 |
|
$ |
68,360 |
|
|
$ |
18,581 |
|
$ |
8,498 |
|
$ |
6,582 |
|
$ |
2,394 |
|
$ |
36,055 |
|
| Assets |
|
$ |
1,265,438 |
|
$ |
350,259 |
|
$ |
1,138,931 |
|
$ |
285,681 |
|
$ |
3,040,309 |
|
|
$ |
1,202,549 |
|
$ |
309,451 |
|
$ |
603,182 |
|
$ |
160,892 |
|
$ |
2,276,074 |
|
| Other assets |
|
|
|
|
|
4,778,400 |
|
|
|
|
|
|
3,971,565 |
|
| Elimination of intercompany receivables and investment in subsidiaries |
|
|
|
|
|
4,538,002 |
|
|
|
|
|
|
3,733,996 |
|
| Total consolidated assets |
|
|
|
|
|
$ |
3,280,707 |
|
|
|
|
|
|
$ |
2,513,643 |
|
1 Other revenues is comprised of revenue included within our corporate services.
2 Other segment items is comprised of other income (expense) items on the income statement.
3 Interest expense, net is interest expense net of interest income.
Note 16 - Commitments and contingencies
We are party to claims and lawsuits arising out of our business and that of our consolidated subsidiaries, which may include, but are not limited to, matters involving property damage, personal injury, and environmental, contractual and statutory obligations. We accrue a liability for those contingencies when the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is probable or reasonably possible and which are material, we disclose the nature of the contingency and, in some circumstances, an estimate of the possible loss. Accruals are based on the best information available, but in certain situations management is unable to estimate an amount or range of a reasonably possible loss including, but not limited to when: (1) the damages are unsubstantiated or indeterminate, (2) the proceedings are in the early stages, (3) numerous parties are involved, or (4) the matter involves novel or unsettled legal theories.
At March 31, 2025 and 2024, and December 31, 2024, we accrued contingent liabilities as a result of litigation, which have not been discounted, of $3.4 million, $1.2 million and $6.6 million, respectively. At March 31, 2025 and 2024, and December 31, 2024, we also recorded corresponding insurance receivables of $0, $400,000 and $459,000, respectively, related to the accrued liabilities. Most of these claims and lawsuits are covered by insurance, thus our exposure is typically limited to our deductible amount. Management will continue to monitor each matter and adjust accruals as might be warranted based on new information and further developments. Management believes that the outcomes with respect to probable and reasonably possible losses in excess of the amounts accrued, net of insurance recoveries, while uncertain, either cannot be estimated or will not have a material effect upon the Company's financial position, results of operations or cash flows. Unless otherwise required by GAAP, legal costs are expensed as they are incurred.
Environmental matters
Knife River Corporation - Northwest is a party to claims for the cleanup of a superfund site in Portland, Oregon. There were no material changes to the environmental matters that were previously reported in the audited financial statements and notes included in our 2024 Annual Report.
Guarantees
We have outstanding obligations to third parties where we have guaranteed our performance. These guarantees are related to contracts for contracting services and certain other guarantees. At March 31, 2025, the fixed maximum amounts guaranteed under these agreements aggregated to $11.5 million, all of which have no scheduled maturity date. Certain of the guarantees also have no fixed maximum amounts specified. There were no amounts outstanding under the previously mentioned guarantees at March 31, 2025.
We have outstanding letters of credit to third parties related to insurance policies and other agreements. At March 31, 2025, the fixed maximum amounts guaranteed under these letters of credit aggregated $23.3 million. At March 31, 2025, the amounts of scheduled expiration of the maximum amounts guaranteed under these letters of credit aggregate to $11.8 million in 2025, $11.2 million in 2026, $104,000 in 2027 and $175,000 in 2028. There were no amounts outstanding under the previously mentioned letters of credit at March 31, 2025.
In the normal course of business, we have surety bonds related to contracts for contracting services, reclamation obligations and insurance policies of its subsidiaries. In the event a subsidiary of Knife River does not fulfill a bonded obligation, we would be responsible to the surety bond company for completion of the bonded contract or obligation. A large portion of the surety bonds are expected to expire within the next 12 months; however, we will likely continue to enter into surety bonds for our subsidiaries in the future. At March 31, 2025, approximately $744.7 million of surety bonds were outstanding, which were not reflected on the Consolidated Balance Sheet.
Note 17 - Related-party transactions
Transition services agreements
On May 31, 2023, the separation of Knife River from MDU Resources Group, Inc. (MDU Resources) and its other businesses was completed and Knife River became an independent, publicly traded company (Separation) listed on the New York Stock Exchange under the symbol "KNF". As part of the Separation, MDU Resources provided transition services to us and we provided transition services to MDU Resources in accordance with the Transition Services Agreement entered into on May 30, 2023. We paid $816,000 for the three months ended March 31, 2024, related to these activities, which were reflected in selling, general and administrative expenses on the Consolidated Statements of Operations. We received $76,000 for the three months ended March 31, 2024, related to these activities, which were reflected in other income on the Consolidated Statements of Operations. The majority of the transition services were completed over a period of one year after the Separation and, as of December 31, 2024, no further obligation for services exists for either party.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Forward-looking statements are all statements other than statements of historical fact, including without limitation those statements that are identified by the words "anticipates," "estimates," "expects," "intends," "plans," "predicts" and similar expressions, and include statements concerning plans, projections, objectives, goals, strategies, future events or performance, and underlying assumptions (many of which are based, in turn, upon further assumptions) and other statements that are other than statements of historical facts. From time to time, Knife River Corporation ("Knife River," the "Company," "we," "our," or "us") may publish or otherwise make available forward-looking statements of this nature, including statements related to its Competitive EDGE strategy (EDGE) implemented to improve margins and to execute on other strategic initiatives aimed at generating long-term profitable growth, shareholder value creation, expected long-term goals, backlog margin and acquisitions or financing plans.
Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. Our expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Nonetheless, our expectations, beliefs or projections may not be achieved or accomplished and changes in such assumptions and factors could cause actual future results to differ materially.
Any forward-looking statement contained in this document speaks only as of the date on which the statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances that occur after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time, and it is not possible for management to predict all the factors, nor can it assess the effect of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. All forward-looking statements, whether written or oral and whether made by or on behalf of our Company, are expressly qualified by the risk factors and cautionary statements reported in the section entitled "Item 1A. Risk Factors" in Part I of the Company's 2024 Annual Report on Form 10-K (Annual Report) and subsequent filings with the United States Securities and Exchange Commission (SEC).
Company Overview
At Knife River, we are a people-first construction materials and contracting services company. We provide construction materials and contracting services to build safe roads, bridges, airport runways and other critical infrastructure needs that connect people with where they want to go and with the supplies they need. We also champion a positive workplace culture by focusing on safety, training, inclusion, compensation and work-life balance.
We are one of the leading providers of crushed stone and sand and gravel in the United States and operate through four operating segments, which are also our reportable segments, across 14 states: West, Mountain, Central, and Energy Services. The geographic segments primarily provide aggregates, asphalt and ready-mix concrete, as well as related contracting services such as heavy-civil construction, asphalt paving, concrete construction, site development and grading. The Energy Services segment produces and supplies liquid asphalt and related services, primarily for use in asphalt road construction.
As an aggregates-led construction materials and contracting services provider in the United States, our 1.2 billion tons of aggregate reserves, as of December 31, 2024, provide the foundation for a vertically integrated business strategy, with approximately 37 percent of our aggregates being used internally to support value-added downstream products (ready-mix concrete and asphalt) and contracting services (heavy-civil construction, laydown, asphalt paving, concrete construction, site development and grading services, bridges and in some segments the manufacturing of prestressed concrete products). Our aggregate sites and associated asphalt and ready-mix plants are primarily in strategic locations near mid-sized, high-growth markets, providing us with a transportation advantage for our materials that supports competitive pricing and increased margins. We provide our products and services to both public and private markets, with public markets being the majority of our work and tending to be more stable across economic cycles, which helps offset the cyclical nature of the private markets.
We provide various products and services and operate a variety of facility types, including aggregate quarries and mines, ready-mix concrete plants, asphalt plants and distribution facilities, in the following states:
•West: Alaska, California, Hawaii, Oregon, and Washington
•Mountain: Idaho, Montana and Wyoming
•Central: Iowa, Minnesota, North Dakota, South Dakota and Texas
•Energy Services: California, Iowa, Nebraska, Oregon, South Dakota, Texas, Washington and Wyoming
The following table presents a summary of products and services provided, as well as modes of transporting those products:
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|
Products and Services |
Modes of Transportation |
|
|
|
|
|
Precast/ |
|
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|
|
|
|
|
|
|
Ready-Mix |
Construction |
Prestressed |
Liquid |
|
Heavy |
|
|
|
|
Aggregates |
Asphalt |
Concrete |
Services |
Concrete |
Asphalt |
Cement |
Equipment |
Trucking |
Rail |
Barge |
| West |
X |
X |
X |
X |
X |
|
X |
X |
X |
X |
X |
| Mountain |
X |
X |
X |
X |
|
|
|
X |
X |
|
|
| Central |
X |
X |
X |
X |
X |
|
|
X |
X |
X |
|
| Energy Services |
|
|
|
|
|
X |
|
|
X |
X |
|
Basis of Presentation
In January 2025, we made a change to our organizational structure to better align with our business strategy. We reorganized our business segments to reflect changes in the way our chief operating decision maker evaluates performance, makes operating decisions and allocates resources. Our former Pacific and Northwest operating segments were combined to form the new West operating segment. Our former North Central and South operating segments were combined to form the new Central operating segment. The reorganization resulted in four operating segments: West, Mountain, Central and Energy Services, each of which is also a reportable segment. Each segment’s performance is evaluated based on segment results without allocating corporate expenses, which include corporate costs associated with accounting, legal, treasury, business development, information technology, human resources, and other corporate expenses that support the operating segments. Prior periods have been recast to conform to the current reportable segment presentation.
Market Conditions and Outlook
Our markets remain resilient and construction activity remains generally strong. Approximately 80 percent of our contracting services revenue each year comes from public-sector projects, enhancing stability through market cycles. For more information on factors that may negatively impact our business, see the section entitled "Item 1A. Risk Factors" in Part I of the Company's 2024 Annual Report.
Backlog. Our contracting services backlog was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
March 31, 2024 |
December 31, 2024 |
|
(In millions) |
| West |
$ |
242.1 |
|
$ |
297.1 |
|
$ |
230.2 |
|
| Mountain |
418.3 |
|
383.2 |
|
339.9 |
|
| Central |
278.3 |
|
279.2 |
|
175.5 |
|
|
|
|
|
|
$ |
938.7 |
|
$ |
959.5 |
|
$ |
745.6 |
|
Expected margins on backlog at March 31, 2025, were comparable to the expected margins on backlog at March 31, 2024. Of the $938.7 million of backlog at March 31, 2025, we expect to complete approximately $820.6 million in the 12 months following March 31, 2025. Approximately 87 percent of our backlog at March 31, 2025, relates to publicly funded projects, including street and highway construction projects, which are driven primarily by public works projects for state departments of transportation (DOT). Further, there continues to be infrastructure development, as discussed in the following section on Public Funding, which is expected to continue to provide bidding opportunities in our markets. We anticipate that full-year 2025 contracting service margins will be similar to 2024.
Period-over-period increases or decreases in backlog may not be indicative of future revenues, margins, net income or earnings before interest, taxes, depreciation, depletion and amortization (EBITDA). See the section entitled “Item 1A. Risk Factors” in Part I of the Company's 2024 Annual Report for a list of factors that can cause revenues to be realized in periods and at levels that are different from originally projected.
Public Funding. Funding for public projects is dependent on federal and state funding, such as appropriations to the Federal Highway Administration. During the quarter, the American Society of Civil Engineers published its 2025 Report Card for America's Infrastructure, assigning the United States roads a "D+" grade and estimating that between 2024 and 2033, the country will require more funding than what is currently authorized.
It is estimated that a total of $2.2 trillion in funding will be needed for our roadway systems to reach a state of good repair.
Currently, states have continued moving forward with allocating funds from federal programs, such as the Infrastructure Investment and Jobs Act (IIJA), which is authorized to provide $1.2 trillion in funding from 2022 through 2026. As of January 2025, over 60 percent of IIJA formula funding had yet to be spent in our 14 state operating market. Additionally, DOT budgets in most of the states where we operate remain strong, which favorably affects bidding through the remainder of the year. During the early part of second quarter 2025, Washington, Idaho and North Dakota have all passed bills that support their transportation funding. We continue to monitor the implementation and impact of these legislative items.
Profitability. Our management team continually monitors our margins and has been proactive in applying strategies to increase margins to support our long-term profitability goals and to create shareholder value. In 2023, we began implementing EDGE initiatives and established teams to deliver training, assist with targeting higher-margin bidding opportunities across the regions and pursue growth opportunities, as well as identifying ways to increase efficiencies and reduce costs. Since inception, the Materials Process Improvement Team (Materials PIT Crew) has traveled to 22 locations throughout our operational footprint, visiting 135 individual aggregate, asphalt and ready-mix concrete plants. In 2024, we created the position of Chief Excellence Officer. This newly formed position became effective January 1, 2025, and focuses on expanding our PIT Crews and leading our standardization efforts. Under the leadership of the Chief Excellence Officer, a broader process improvement framework was established, creating more teams focused on standardization, commercial excellence and operational excellence.
Under the current tariff environment, we did not experience a material direct impact to the results of our financial operations in the first three months of 2025. We continue to closely monitor the effects and changes to these announcements, but currently do not have enough information to fully quantify the direct or indirect impact these tariffs will have once fully enacted.
Growth. Our management team continues to evaluate growth opportunities, both through organic growth and acquisitions they believe will generate shareholder value. Our business development team is focused on our growth with materials-led businesses in mid-size, high growth markets, and has several targets at various stages of completion in our acquisition pipeline. In March 2025, we completed the acquisition of Strata Corporation, which is now included in our Central segment. As part of the acquisition, we added over 30 years of aggregate reserves for Strata's operations, which is based on Strata's historical sales volumes, 24 ready-mix plants and three asphalt plants, which complements our existing operations. In March 2025, we also completed the acquisition of an aggregate quarry operation in Washington, which will supply aggregates to Southern Washington and Northern Oregon.
In addition, we are investing in multiple organic projects, including an aggregates expansion project in South Dakota that will increase our production capabilities in the Sioux Falls market. This project is scheduled to be operational in 2027. We have also completed construction of a processing plant to manufacture polymer modified asphalt (PMA) and add liquid asphalt storage in our South Dakota operations, which will allow us to more cost effectively supply this local market. In Twin Falls, Idaho, we are greenfielding new ready-mix operations which will provide us with a fixed base to work from and allow us to build a local team in this high-growth market.
Seasonality. We typically experience seasonal losses in the first quarter due to a large portion of our markets being geographically located in the northern part of the country. Generally, construction activity increases in the second quarter and continues throughout the year, contributing to both materials and contracting services volumes. For this reason, we see more pre-production activity and site improvements in the first quarter as we prepare for the upcoming construction season, which provides a benefit to us for the remainder of the year as volumes and sales increase. Some of this pre-production work includes stripping and harvesting at our aggregate sites as well as repairing and mobilizing equipment.
Workforce. As a people-first company, we continually take steps to address safety, recruitment and retention of our employees. Safety is a core value at Knife River. The fundamental tenants of our safety culture are that all injuries are preventable and that our team is committed to work safely every day. We continue to advance our culture of safety through engagement and empowering our team members to take action and make meaningful changes that improve their well-being and the well-being of others.
We continue to deploy resources to attract, develop and retain qualified and diverse talent. As the United States faces shortages in the availability of individuals to fill careers in our industry, we have taken significant steps to showcase construction as a career of choice. In April 2025, we created the position Chief People Officer which oversees our team member relations, recruitment and retention and training and career development.
We own and operate a state-of-the-art training facility, the Knife River Training Center, which is used corporatewide to enhance the skills of both our new and existing employees through classroom education and hands-on experience. One of the most popular courses at the Knife River Training Center is the commercial driver's license training, which is helping to address an industry-wide labor shortage. The Knife River Training Center also offers a variety of courses around leadership development for all Knife River employees.
We employ professional instructors as part of our Training and Development team, which is based out of the Knife River Training Center. This team has a long-standing tradition of offering quality training to both frontline and leadership-level employees. Training courses include: commercial driver’s license/new truck driver, experienced truck driver, new and experienced equipment operator, sales, leadership/facilitator development and construction industry engagement.
Consolidated Overview
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
| |
2025 |
|
2024 |
|
% Change |
|
(In millions) |
|
| Revenue |
$ |
353.5 |
|
$ |
329.6 |
|
7 |
% |
| Cost of revenue |
363.1 |
|
323.1 |
|
12 |
% |
| Gross profit |
(9.6) |
|
6.5 |
|
(248) |
% |
| Selling, general and administrative expenses |
73.1 |
|
60.2 |
|
21 |
% |
| Operating loss |
(82.7) |
|
(53.7) |
|
(54) |
% |
| Interest expense |
15.3 |
|
13.9 |
|
10 |
% |
| Other income |
4.6 |
|
3.7 |
|
24 |
% |
| Loss before income taxes |
(93.4) |
|
(63.9) |
|
(46) |
% |
| Income tax benefit |
(24.7) |
|
(16.3) |
|
(52) |
% |
| Net loss |
$ |
(68.7) |
|
$ |
(47.6) |
|
(44) |
% |
|
|
|
|
| EBITDA* |
$ |
(41.5) |
|
$ |
(20.6) |
|
(101) |
% |
| Adjusted EBITDA* |
$ |
(38.0) |
|
$ |
(17.7) |
|
(115) |
% |
*EBITDA and Adjusted EBITDA are non-GAAP financial measures. For more information and reconciliations to the nearest GAAP measures, see the section entitled "Non-GAAP Financial Measures."
Revenue includes revenue from the sale of construction materials and contracting services. Revenue for construction materials is recognized at a point in time when delivery of the products has taken place. Contracting services revenue is recognized over time using an input method based on the cost-to-cost measure of progress on a project.
Cost of revenue includes all material, labor and overhead costs incurred in the production process for our products and services. Cost of revenue also includes depreciation, depletion and amortization attributable to the assets used in the production process.
Gross profit includes revenue less cost of revenue, as defined above, and is the difference between revenue and the cost of making a product or providing a service, before deducting selling, general and administrative expenses, income taxes and interest expense.
Selling, general and administrative expenses include the costs for estimating, bidding and corporate development, as well as costs related to segment and corporate management and administrative functions. Selling expenses can vary depending on the volume of projects in process and the number of employees assigned to estimating and bidding activities. Other general and administrative expenses include outside services; information technology; depreciation and amortization; training, travel and entertainment; office supplies; allowance for expected credit losses; gains or losses on the sale of assets; and other miscellaneous expenses.
Other income includes net periodic benefit costs for our benefit plan expenses, other than service costs; interest income; realized and unrealized gains and losses on investments for our nonqualified benefit plans; earnings or losses on joint venture arrangements; gain on bargain purchase; and other miscellaneous income or expenses, including expenses related to the transition services agreement with MDU Resources Group, Inc.
Income tax (benefit) expense consists of corporate income taxes related to our net income (loss). Income taxes are presented at the corporate services level and not at the individual segments. The effective tax rate can be affected by many factors, including changes in tax laws, regulations or rates, new interpretations of existing laws or regulations and changes to our overall levels of income (loss) before income tax.
The discussion that follows focuses on the key financial measures we use to evaluate the performance of our business, which include revenue, EBITDA and EBITDA margin. EBITDA and EBITDA margin are non-GAAP financial measures used to measure profitability by our management and chief operating decision maker. For more information and reconciliations to the nearest GAAP measures, see the section entitled "Non-GAAP Financial Measures." The following tables summarize our operating results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
|
2025 |
2024 |
|
Dollars |
Margin |
Dollars |
Margin |
|
(In millions) |
| Revenues by segment: |
|
|
|
|
| West |
$ |
208.3 |
|
$ |
198.7 |
|
| Mountain |
66.0 |
|
59.8 |
|
| Central |
67.9 |
|
61.0 |
|
| Energy Services |
13.9 |
|
12.8 |
|
| Total segment revenues |
356.1 |
|
332.3 |
|
| Corporate Services and Eliminations |
(2.6) |
|
(2.7) |
|
| Consolidated revenues |
$ |
353.5 |
|
$ |
329.6 |
|
|
|
|
|
|
EBITDA (a): |
|
|
|
|
| West |
$ |
24.9 |
12.0% |
$ |
19.4 |
9.8% |
| Mountain |
(16.3) |
(24.6)% |
(6.1) |
(10.1)% |
| Central |
(24.3) |
(35.8)% |
(18.7) |
(30.7)% |
| Energy Services |
(7.8) |
(56.0)% |
(2.5) |
(19.4)% |
| Total segment EBITDA (a) |
(23.5) |
(6.6)% |
(7.9) |
(2.4)% |
Corporate Services and Eliminations (b) |
(18.0) |
N.M. |
(12.7) |
N.M. |
Consolidated EBITDA (a) |
$ |
(41.5) |
(11.7)% |
$ |
(20.6) |
(6.2)% |
(a)EBITDA, total segment EBITDA, EBITDA margin and total segment EBITDA margin are non-GAAP financial measures. For more information and a reconciliation to the nearest GAAP measure, see the section entitled "Non-GAAP Financial Measures."
(b)N.M. - not meaningful
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
|
2025 |
|
2024 |
|
| Sales (thousands): |
|
|
| Aggregates (tons) |
3,867 |
4,255 |
| Ready-mix concrete (cubic yards) |
544 |
530 |
| Asphalt (tons) |
199 |
221 |
|
|
|
| Average selling price:* |
|
|
| Aggregates (per ton) |
$ |
21.05 |
$ |
19.80 |
| Ready-mix concrete (per cubic yard) |
$ |
199.26 |
$ |
188.41 |
| Asphalt (per ton) |
$ |
81.05 |
$ |
74.50 |
*The average selling price includes freight and delivery and other revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
|
2025 |
2024 |
|
Dollars |
Margin |
Dollars |
Margin |
|
(In millions) |
| Revenues by product line: |
|
|
|
|
| Aggregates |
$ |
81.4 |
|
$ |
84.3 |
|
| Ready-mix concrete |
108.5 |
|
99.8 |
|
| Asphalt |
16.1 |
|
16.5 |
|
Liquid asphalt |
12.2 |
|
11.0 |
|
| Other* |
43.5 |
|
39.0 |
|
| Contracting services |
140.1 |
|
125.5 |
|
| Internal sales |
(48.3) |
|
|
(46.5) |
|
|
| Total revenues |
$ |
353.5 |
|
$ |
329.6 |
|
|
|
|
|
|
| Gross profit by product line: |
|
|
|
|
| Aggregates |
$ |
(6.0) |
(7.4)% |
$ |
4.8 |
5.7% |
| Ready-mix concrete |
8.7 |
8.1% |
8.6 |
8.6% |
| Asphalt |
(5.7) |
(35.4)% |
(5.6) |
(33.8)% |
Liquid asphalt |
(4.2) |
(34.3)% |
(.9) |
(8.6)% |
| Other* |
(13.2) |
(30.3)% |
(12.6) |
(32.4)% |
| Contracting services |
10.8 |
7.7% |
12.2 |
9.7% |
| Total gross profit |
$ |
(9.6) |
(2.7)% |
$ |
6.5 |
2.0% |
*Other includes cement, merchandise, fabric and spreading, and other products and services that individually are not considered to be a core line of business.
Three Months Ended March 31, 2025, Compared to Three Months Ended March 31, 2024
Revenue
Revenue increased $23.9 million, largely driven by additional contracting services activity resulting from more public agency-related construction work across our footprint. During the quarter, prices increased mid-single digits as a result of our pricing initiatives across our asphalt, aggregate and ready-mix product lines. Increased sales volumes for all product lines in the Central segment were more than offset by decreased aggregates and asphalt sales volumes in the West and Mountain segments.
Gross profit and gross margin
Gross profit decreased $16.1 million for the quarter. We saw an increase in costs in the aggregates product line due to the timing of pre-production costs in the quarter, identified PIT Crew improvements and lower production volumes. In addition, Energy Services saw a decrease in gross profit mostly due to the addition of seasonal costs to prepare for the upcoming paving season at Albina and higher repairs and maintenance costs. The Mountain segment had lower gross profit on contracting services due to more subcontract work performed in the quarter and the timing of when project incentives were earned, which was offset in part by higher gross profit in the West segment from favorable construction project execution in California. The West segment also had higher gross profit on cement due to strong market demand.
Selling, general and administrative expenses
Selling, general and administrative expenses increased $12.9 million for the first quarter. Our reportable segments had higher costs of $9.1 million, primarily due to additional overhead of $3.5 million from the acquisition of Strata in March of 2025 and Albina in November 2024, as well as increased labor-related costs partly due to additional employees.
Corporate Services had higher selling, general and administrative costs of $3.8 million in the quarter, driven largely by higher due diligence and integration costs of $5.8 million related to corporate development and completed acquisitions, as well as higher labor-related costs for additional staff and stock-based compensation expense. Offsetting these increased costs was the absence of one-time Separation costs in 2024 of $1.7 million and lower health care costs due the absence of a higher dollar claim in 2024.
Interest expense
Interest expense increased $1.4 million due primarily to higher average debt balances with the issuance of a new Term Loan B in March of 2025.
Other income
Other income improved $900,000, largely driven by a one-time gain of $3.5 million on the bargain purchase of an aggregates quarry operation in the West segment, offset in part by lower returns of $1.9 million on our nonqualified defined benefit plans and a decrease in interest income of $600,000.
Income tax benefit
Income tax benefit increased $8.4 million, corresponding with higher net loss before income taxes.
Business Segment Financial and Operating Data
A discussion of key financial data from our business segments follows. We provide segment-level information by revenue, EBITDA and EBITDA margin, as these are the measures of profitability used by our chief operating decision maker to assess operational results.
In January 2025, we made a change to our organizational structure to better align with our business strategy. We reorganized our business segments to reflect changes in the way our chief operating decision maker evaluates performance, makes operating decisions and allocates resources. Our former Pacific and Northwest operating segments were combined to form the new West operating segment. Our former North Central and South operating segments were combined to form the new Central operating segment. The reorganization resulted in four operating segments: West, Mountain, Central and Energy Services, each of which is also a reportable segment. Each segment’s performance is evaluated based on segment results without allocating corporate expenses, which include corporate costs associated with accounting, legal, treasury, information technology, human resources, and other corporate expenses that support the operating segments. Prior periods presented have been recast to conform to the current reportable segment presentation.
Results of Operations - West
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
|
2025 |
|
2024 |
|
% Change |
|
(In millions) |
| Revenue |
$ |
208.3 |
$ |
198.7 |
5% |
|
|
|
|
|
|
|
|
| EBITDA |
$ |
24.9 |
$ |
19.4 |
28% |
| EBITDA margin |
12.0 |
% |
9.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
|
2025 |
|
2024 |
|
|
(In millions) |
| Revenues: |
|
|
| Aggregates |
$ |
56.3 |
$ |
58.9 |
| Ready-mix concrete |
69.8 |
63.0 |
| Asphalt |
8.8 |
10.6 |
| Other* |
34.4 |
28.9 |
| Contracting services |
67.6 |
64.6 |
| Internal sales |
(28.6) |
(27.3) |
|
$ |
208.3 |
$ |
198.7 |
*Other includes cement, merchandise, transportation services and other products that individually are not considered to be a core line of business for the segment.
Three Months Ended March 31, 2025, Compared to Three Months Ended March 31, 2024
Revenue increased $9.6 million, largely the result of higher pricing across all product lines contributing $14.1 million in the quarter. We also experienced an increase in market demand in Hawaii, which contributed to an increase of $4.0 million in cement and ready-mix volumes and California saw strong third-party demand for ready-mix concrete driving volumes up by $3.3 million. Partially offsetting the increase were $11.3 million lower aggregate and $3.7 million lower ready-mix concrete sales volumes in Oregon due largely to overall lower market demand. Contracting services contributed nearly $3.0 million to the increase, mostly due to more available public-agency and commercial work in California, which was offset in part by less public-agency work and timing of projects in certain Oregon markets.
EBITDA improved $5.5 million and EBITDA margin improved 220 basis points in the quarter. The increase in EBITDA was due in part to additional gross profit of $6.0 million on cement, aggregates and ready-mix concrete in Hawaii driven by increased market demand and higher prices outpacing cost increases. Contracting services saw favorable construction project execution in California and southern Oregon. The segment also recognized a one-time gain of $3.5 million due to an acquisition in the quarter that was a bargain purchase, as discussed in Note 10. Partially offsetting the increase was reduced gross profit on aggregates and ready-mix concrete in Oregon due largely to overall lower market demand, as well as higher pre-production costs on aggregates.
Results of Operations - Mountain
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
|
2025 |
|
2024 |
|
% Change |
|
(In millions) |
| Revenue |
$ |
66.0 |
$ |
59.8 |
10% |
|
|
|
|
|
|
|
|
| EBITDA |
$ |
(16.3) |
$ |
(6.1) |
(168)% |
| EBITDA margin |
(24.6) |
% |
(10.1) |
% |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
|
2025 |
|
2024 |
|
|
(In millions) |
| Revenues: |
|
|
| Aggregates |
$ |
8.0 |
$ |
9.5 |
| Ready-mix concrete |
13.1 |
13.8 |
| Asphalt |
.5 |
.8 |
|
|
|
| Contracting services |
48.0 |
39.7 |
| Internal sales |
(3.6) |
(4.0) |
|
$ |
66.0 |
$ |
59.8 |
Three Months Ended March 31, 2025, Compared to Three Months Ended March 31, 2024
Revenue increased $6.2 million in the quarter, largely driven by increased contracting services activity of $8.3 million due to timing of public-agency work in Idaho and improved pricing of $1.4 million on ready-mix concrete and aggregates. Partially offsetting the increase was lower aggregate volumes across Montana and Wyoming because of additional precipitation and lower ready-mix concrete volumes in Montana as a result of timing of customer projects and decreased residential demand.
EBITDA decreased $10.2 million for the quarter. The segment saw nearly $7.6 million in additional aggregate costs, mostly related to the timing of pre-production activities, such as stripping and harvesting, plant mobilization, and repair and maintenance; identified PIT Crew improvements; and lower production volumes due partly to additional precipitation in Montana and Wyoming. Contracting services also saw a $1.5 million decrease in margin due to more subcontract work performed in the quarter and the timing of when project incentives were earned.
Results of Operations - Central
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
|
2025 |
|
2024 |
|
% Change |
|
(In millions) |
| Revenue |
$ |
67.9 |
$ |
61.0 |
11% |
|
|
|
|
|
|
|
|
| EBITDA |
$ |
(24.3) |
$ |
(18.7) |
(30)% |
| EBITDA margin |
(35.8) |
% |
(30.7) |
% |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
|
2025 |
|
2024 |
|
|
(In millions) |
| Revenues: |
|
|
| Aggregates |
$ |
17.1 |
$ |
15.9 |
| Ready-mix concrete |
25.6 |
23.0 |
| Asphalt |
6.8 |
5.1 |
| Other* |
2.4 |
1.9 |
| Contracting services |
24.5 |
21.2 |
| Internal sales |
(8.5) |
(6.1) |
|
$ |
67.9 |
$ |
61.0 |
*Other includes merchandise and other products that individually are not considered to be a core line of business for the segment.
Three Months Ended March 31, 2025, Compared to Three Months Ended March 31, 2024
Revenue increased $6.9 million in the quarter driven primarily by increased construction activity late in the quarter for public-agency paving projects in Texas, which also contributed to additional asphalt volumes, and higher ready-mix and aggregate sales volumes across the segment. Price increases of $900,000 on ready-mix concrete and asphalt also had a positive impact to the quarter. In addition, $2.9 million of the increase was due to the addition of Strata in March of 2025.
EBITDA decreased $5.6 million driven largely by an increase in selling, general and administrative costs of $4.3 million, partly due to the addition of the operations of Strata in March of 2025 and higher labor-related costs primarily due to additional positions as the segment continues to grow and expand its operations. In addition, our northern operations experienced a $2.5 million increase in aggregate pre-productions costs. Partially offsetting the decrease were higher margins on both ready-mix concrete and asphalt due to price increases.
Results of Operations - Energy Services
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
|
2025 |
|
2024 |
|
% Change |
|
(In millions) |
| Revenue |
$ |
13.9 |
$ |
12.8 |
9% |
|
|
|
|
|
|
|
|
| EBITDA |
$ |
(7.8) |
$ |
(2.5) |
(214)% |
| EBITDA margin |
(56.0) |
% |
(19.4) |
% |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
|
2025 |
|
2024 |
|
|
(In millions) |
| Revenues: |
|
|
Liquid Asphalt |
$ |
12.2 |
$ |
11.0 |
| Other* |
3.0 |
3.1 |
| Internal sales |
(1.3) |
(1.3) |
|
$ |
13.9 |
$ |
12.8 |
*Other includes fabric and spreading, burner fuels, merchandise and other products that individually are not considered to be a core line of business for the segment.
Three Months Ended March 31, 2025, Compared to Three Months Ended March 31, 2024
Revenue increased $1.1 million primarily due to contributions from the acquisition of Albina Asphalt in November 2024, partially offset by lower volumes in the Texas markets mainly due to below normal temperatures in the first two months of the quarter.
EBITDA decreased $5.3 million, as a result of higher operating costs of $3.8 million due to the addition of seasonal costs to prepare for the upcoming paving season at Albina. Additionally, planned maintenance activities for required railcar maintenance, as well as continued tank and equipment repair costs at our California terminals, contributed an additional $750,000 in expenses. We also experienced higher selling, general and administrative costs of $2.2 million compared to last year, primarily related to the addition of the Albina operations in 2024.
Corporate Services and Eliminations
Corporate Services includes all expenses related to the corporate functions of our company, as well as insurance activity at our captive insurer; interest expense on a majority of our long-term debt; interest income; and unrealized gains or losses on investments for nonqualified benefit plans.
Three Months Ended March 31, 2025, Compared to Three Months Ended March 31, 2024
During the first quarter of 2025, Corporate Services contributed negative EBITDA of $18.0 million, compared to negative EBITDA of $12.7 million in the prior year. Corporate Services had higher selling, general and administrative costs of $3.8 million in the quarter, driven largely by higher due diligence and integration costs of $5.8 million related to corporate development and completed acquisitions, as well as higher labor-related costs for additional staff and stock-based compensation expense. Offsetting these increased costs was the absence of one-time Separation costs in 2024 of $1.7 million and lower health care costs due to the absence of a high dollar claim in 2024. Corporate Services also had lower returns on our nonqualified benefit plan investments in 2025, which reduced EBITDA by $1.8 million.
Liquidity and Capital Resources
At March 31, 2025, we had unrestricted cash and cash equivalents of $86.1 million, working capital of $624.6 million and borrowing capacity of $477.1 million on our revolving credit agreement, net of our outstanding letters of credit. Working capital is calculated as current assets less current liabilities. As of March 31, 2025, we had sufficient liquid assets and borrowing capacity to meet our financial commitments, debt obligations and anticipated capital expenditures for at least the next 12 months.
Given the seasonality of our business, we typically experience significant fluctuations in working capital needs and balances throughout the year. Working capital requirements generally increase in the first half of the year as we build up inventory and focus on preparing our equipment, facilities and crews for our construction season. Working capital levels then decrease as the construction season winds down and we collect on receivables.
The ability to fund our cash needs will depend on the ongoing ability to generate cash from operations and obtain debt financing with competitive rates. We rely on access to capital markets as sources of liquidity for capital requirements not satisfied by cash flows from operations, particularly in the first half of the year due to the seasonal nature of the business. Our principal uses of cash in the future will be to fund our operations, working capital needs, capital expenditures, repayment of debt and strategic business development transactions.
On March 7, 2025, we entered into an amendment to our senior secured credit agreement to increase our revolving credit agreement from $350 million to $500 million and extend the maturity to March 7, 2030, refinance our existing $275 million Term Loan A with a maturity of March 7, 2030, and provide for a new Term Loan B in an aggregate principal amount of $500.0 million with a maturity date of March 8, 2032. For more information on the debt agreements and covenant restrictions, see Note 13.
Capital expenditures
We are committed to disciplined capital allocation, including reinvesting in our company to maintain fixed assets, improve operations and grow our business.
We currently estimate total 2025 capital expenditures for maintenance and improvement to be between $155 million and $215 million. For the three months ended March 31, 2025, we spent $63.9 million, largely on the replacement of depleting aggregate reserves, construction equipment and plant improvements.
Additionally, for the three months ended March 31, 2025, we spent $454.5 million on growth initiatives, including $433.4 million on Strata (net of working capital adjustments and cash acquired), $10.0 million on an aggregate quarry operation and $11.1 million on greenfield projects. As part of the Strata acquisition, we also received proceeds of $14.5 million on the sale of four ready-mix plant operations. For the remainder of 2025, we estimate to spend an additional $57 million on organic growth projects. Capital expenditures for future acquisitions and future organic growth opportunities would be incremental to our outlined capital program. It is anticipated that capital expenditures for 2025 will be funded by various sources, including internally generated cash and debt facilities.
In addition to cash on hand, we used the proceeds from the issuance of a new $500 million Term Loan B facility to fund a portion of Strata's purchase price. Separately, we also increased the total commitments under our existing revolving credit facility from $350 million to $500 million for future expenditures and extended the maturity date of our existing senior secured credit facilities from 2028 to 2030.
Cash flows
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
| |
2025 |
|
2024 |
|
|
(In millions) |
| Net cash provided by (used in) |
|
|
| Operating activities |
$ |
(125.3) |
|
$ |
(43.2) |
|
| Investing activities |
(503.6) |
|
(45.1) |
|
| Financing activities |
486.3 |
|
(3.3) |
|
| Decrease in cash, cash equivalents and restricted cash |
(142.6) |
|
(91.6) |
|
| Cash, cash equivalents and restricted cash -- beginning of year |
281.1 |
|
262.3 |
|
| Cash, cash equivalents and restricted cash -- end of period |
$ |
138.5 |
|
$ |
170.7 |
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
| |
2025 |
|
2024 |
|
Variance |
|
|
(In millions) |
|
| Components of net cash used in operating activities: |
|
|
|
|
| Net loss |
$ |
(68.7) |
|
$ |
(47.6) |
|
$ |
(21.1) |
|
|
Adjustments to reconcile net loss to net cash used by operating activities |
38.2 |
|
32.2 |
|
6.0 |
|
|
| Changes in current assets and liabilities, net of acquisitions: |
|
|
|
|
| Receivables |
41.1 |
|
76.8 |
|
(35.7) |
|
|
| Inventories |
(50.4) |
|
(56.2) |
|
5.8 |
|
|
| Other current assets |
(35.5) |
|
(16.5) |
|
(19.0) |
|
|
| Accounts payable |
(12.8) |
|
(4.2) |
|
(8.6) |
|
|
| Other current liabilities |
(40.3) |
|
(39.7) |
|
(.6) |
|
|
| Pension and postretirement benefit plan contributions |
(.1) |
|
(.1) |
|
— |
|
|
| Other noncurrent charges |
3.2 |
|
12.1 |
|
(8.9) |
|
|
| Net cash used in operating activities |
$ |
(125.3) |
|
$ |
(43.2) |
|
$ |
(82.1) |
|
|
Cash used in operating activities at March 31, 2025, increased $82.1 million, largely related to higher working capital needs and higher net loss in the period. Cash used by working capital components totaled $97.9 million for the three months ended March 31, 2025, compared to $39.8 million for the three months ended March 31, 2024. The change in cash was primarily the result of higher receivables due to lower collections and higher revenues in first quarter 2025; timing of prepaid insurance and income taxes; and fluctuations in the timing of payment on accounts payable. Partially offsetting these changes was lower aggregates inventory due to lower production in the quarter, offset in part by higher liquid asphalt with the addition of Albina in November of 2024.
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
| |
2025 |
|
2024 |
|
Variance |
|
|
(In millions) |
|
| Capital expenditures |
$ |
(75.0) |
|
$ |
(43.7) |
|
$ |
(31.3) |
|
|
| Acquisitions, net of cash acquired |
(443.4) |
|
— |
|
(443.4) |
|
|
| Net proceeds from sale or disposition of property and other |
17.5 |
|
1.6 |
|
15.9 |
|
|
| Investments |
(2.7) |
|
(3.0) |
|
.3 |
|
|
| Net cash used in investing activities |
$ |
(503.6) |
|
$ |
(45.1) |
|
$ |
(458.5) |
|
|
The increase in cash used in investing activities for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was primarily due to the acquisition of Strata and an aggregates quarry operation in the first quarter of 2025, as discussed in Note 10, as well as higher capital expenditures, including routine replacement of vehicles and equipment, plant improvements and the replenishment of depleting aggregate reserves. The increase in cash usage was offset in part by proceeds from the sale of ready-mix operations in the Central segment in the first quarter of 2025, as discussed in Note 10.
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
| |
2025 |
|
2024 |
|
Variance |
|
|
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
| Issuance of long-term debt |
$ |
500.0 |
|
$ |
— |
|
$ |
500.0 |
|
|
| Repayment of long-term debt |
— |
|
(1.7) |
|
1.7 |
|
|
| Debt issuance costs |
(11.1) |
|
— |
|
(11.1) |
|
|
Tax withholding on stock-based compensation |
(2.6) |
|
(1.6) |
|
(1.0) |
|
|
|
|
|
|
|
| Net cash provided by (used in) financing activities |
$ |
486.3 |
|
$ |
(3.3) |
|
$ |
489.6 |
|
|
The increase in cash flows provided by financing activities for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was largely related to the funding of a new Term Loan B in March of 2025, as discussed in Note 13. Offsetting the cash provided by long-term debt were higher debt issuance costs associated with the amendment of our senior secured credit agreement to increase our revolving credit facility capacity, extend the maturity date of the revolving credit facility and Term Loan A, and the issuance of a new Term Loan B.
Material cash requirements
There were no material changes in the contractual obligations from those reported in the 2024 Annual Report other than as set forth below. For more information on our contractual obligations on long-term debt, operating leases and purchase commitments, see Part II, Item 8 in the 2024 Annual Report.
Our material short-term and long-term cash requirements include repayment of third-party long-term debt and related interest payments, payments on operating lease agreements, payments of obligations on purchase commitments and asset retirement obligations.
At March 31, 2025, our long-term debt reflected an increase of approximately $500.0 million from the balance at December 31, 2024. This increase is due to issuing a new $500 million Term Loan B facility with the proceeds being used to fund a portion of Strata's purchase price.
At March 31, 2025, our total estimated interest payments over the life of our debt reflected an increase of approximately $243.0 million from the total estimated interest payments at December 31, 2024. This increase is due to the change in long-term debt outstanding related to the new Term Loan B previously mentioned.
Defined benefit pension plans
We have noncontributory qualified defined benefit pension plans for certain employees. Various assumptions are used in calculating the benefit expense (income) and liability (asset) related to these plans. Costs of providing these benefits are dependent upon assumptions of future conditions and bear the risk of changing.
There were no material changes to our qualified noncontributory defined benefit pension plans from those reported in the 2024 Annual Report. We do not expect to make any pension plan contributions in 2025 as the plan is fully funded. For more information, see Part II, Item 8 in the 2024 Annual Report.
Non-GAAP Financial Measures
The Business Segment Financial and Operating Data includes financial information prepared in accordance with GAAP, as well as EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin, as well as total segment measures, as applicable, that are considered non-GAAP measures of financial performance. These non-GAAP financial measures are not measures of financial performance under GAAP. The items excluded from these non-GAAP financial measures are significant components in understanding and assessing financial performance. Therefore, these non-GAAP financial measures should not be considered substitutes for the applicable GAAP metric.
EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are most directly comparable to the corresponding GAAP measures of net income and net income margin. We believe these non-GAAP financial measures, in addition to corresponding GAAP measures, are useful to investors by providing meaningful information about operational efficiency compared to our peers by excluding the impacts of differences in tax jurisdictions and structures, debt levels and capital investment. We believe Adjusted EBITDA and Adjusted EBITDA margin are useful performance measures because they allow for an effective evaluation of our operating performance by excluding stock-based compensation and unrealized gains and losses on benefit plan investments as they are considered non-cash and not part of our core operations. We also exclude the one-time, non-recurring costs associated with the Separation as those are not expected to continue. We believe EBITDA and Adjusted EBITDA assist rating agencies and investors in comparing operating performance across operating periods on a consistent basis by excluding items management does not believe are indicative of our operating performance.
Additionally, EBITDA and Adjusted EBITDA are important financial metrics for debt investors who utilize debt to EBITDA and debt to Adjusted EBITDA ratios. We believe these non-GAAP financial measures, including total segment measures, as applicable, are useful performance measures because they provide clarity as to our operational results. Our management uses these non-GAAP financial measures in conjunction with GAAP results when evaluating our operating results internally and calculating employee incentive compensation.
EBITDA is calculated by adding back income taxes, interest expense (net of interest income) and depreciation, depletion and amortization expense to net income (loss). EBITDA margin is calculated by dividing EBITDA by revenues. Adjusted EBITDA is calculated by adding back unrealized gains and losses on benefit plan investments, stock-based compensation and one-time Separation costs, to EBITDA. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenues. These non-GAAP financial measures are calculated the same for both the total segment and consolidated metrics and should not be considered as alternatives to, or more meaningful than, GAAP financial measures such as net income or net income margin, and are intended to be helpful supplemental financial measures for investors’ understanding of our operating performance. Our non-GAAP financial measures are not standardized; therefore, it may not be possible to compare these financial measures with other companies’ EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin measures having the same or similar names.
The following information reconciles segment and consolidated net loss to EBITDA and Adjusted EBITDA and provides the calculation of EBITDA margin and Adjusted EBITDA margin. Interest expense, net, is net of interest income that is included in other income on the Consolidated Statements of Operations.
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
|
2025 |
2024 |
|
(In millions) |
Net loss |
$ |
(68.7) |
|
$ |
(47.6) |
|
| Depreciation, depletion and amortization |
38.8 |
|
32.2 |
|
|
|
|
|
|
|
| Interest expense, net |
13.1 |
|
11.1 |
|
| Income taxes |
(24.7) |
|
(16.3) |
|
| EBITDA |
$ |
(41.5) |
|
$ |
(20.6) |
|
| Unrealized (gains) losses on benefit plan investments |
.7 |
|
(1.2) |
|
| Stock-based compensation expense |
2.8 |
|
1.8 |
|
|
|
|
One-time separation costs |
— |
|
2.3 |
|
| Adjusted EBITDA |
$ |
(38.0) |
|
$ |
(17.7) |
|
|
|
|
| Revenue |
$ |
353.5 |
|
$ |
329.6 |
|
Net loss margin |
(19.4) |
% |
(14.5) |
% |
| EBITDA margin |
(11.7) |
% |
(6.2) |
% |
| Adjusted EBITDA margin |
(10.7) |
% |
(5.4) |
% |
New Accounting Standards
For information regarding new accounting standards, see Note 3, which is incorporated by reference.
Critical Accounting Estimates
Our critical accounting estimates include revenue recognized using the cost-to-cost measure of progress for contracts; fair values of acquired assets and liabilities assumed under the acquisition method of accounting; impairment testing of goodwill; and impairment testing of long-lived assets excluding goodwill. There were no material changes in the Company's critical accounting estimates from those that were previously reported in the Company's 2024 Annual Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to the impact of market fluctuations associated with interest rates and commodity prices. We have policies and procedures to assist in controlling these market risks and from time to time have utilized derivatives to manage a portion of our risk.
Interest rate risk
As of March 31, 2025, we had $764.7 million in term loans outstanding which bear interest at a variable rate. As of March 31, 2025, the weighted-average rate in effect was 6.20 percent, therefore, a hypothetical increase of 1.00 percent to the interest rate at March 31, 2025, would increase the all-in rate to 7.20 percent, the effect of which would increase the Company's interest expense by $7.6 million over the next 12 months based on the balances outstanding for these borrowings as of March 31, 2025.
At March 31, 2025, we had no outstanding interest rate hedges.
Commodity price risk
There were no material changes to commodity price risk that we faced from those reported in the 2024 Annual Report.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. The Company's disclosure controls and other procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The Company's disclosure controls and other procedures are designed to provide reasonable assurance that information required to be disclosed is accumulated and communicated to management, including the Company's chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company's chief executive officer and chief financial officer, has evaluated the effectiveness of the Company's disclosure controls and other procedures as of the end of the period covered by this report. Based upon that evaluation, the chief executive officer and the chief financial officer have concluded that, as of the end of the period covered by this report, such controls and procedures were effective at a reasonable assurance level.
Changes in internal controls
We completed the acquisitions of Albina Asphalt and Strata Corporation on November 2, 2024 and March 7, 2025, respectively. Under the guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. We are in the process of assessing the internal control over financial reporting of the acquired companies and integrating them with our existing internal controls over financial reporting.
Except as noted above, there were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Part II -- Other Information
Item 1. Legal Proceedings
There were no material changes to the Company's legal proceedings that were previously reported in Part 1, Item 3 - Legal Proceedings in the 2024 Annual Report.
Item 1A. Risk Factors
Refer to the Company's risk factors that are disclosed in Part I, Item 1A. Risk Factors in its 2024 Annual Report that could be materially harmful to the Company's business, prospects, financial condition or financial results if they occur.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
For information regarding mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, see Exhibit 95 to this Form 10-Q, which is incorporated herein by reference.
Item 5. Other Information
During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
See the index to exhibits immediately preceding the signature page to this report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exhibits Index |
|
|
|
|
Incorporated by Reference |
| Exhibit Number |
Exhibit Description |
Filed Herewith |
Furnished
Herewith
|
Form |
Period Ended |
Exhibit |
Filing Date |
File Number |
|
|
|
|
|
|
|
|
|
3.1 |
|
|
|
8-K |
|
3.1 |
6/01/23 |
1-41642 |
3.2 |
|
|
|
8-K |
|
3.2 |
6/01/23 |
1-41642 |
*10.1 |
|
|
|
8-K |
|
10.1 |
3/10/25 |
1-41642 |
10.2+ |
|
X |
|
|
|
|
|
|
10.3+ |
|
X |
|
|
|
|
|
|
10.4+ |
|
X |
|
|
|
|
|
|
10.5+ |
|
X |
|
|
|
|
|
|
10.6+ |
|
X |
|
|
|
|
|
|
31.1 |
|
X |
|
|
|
|
|
|
31.2 |
|
X |
|
|
|
|
|
|
| 32 |
|
|
X |
|
|
|
|
|
| 95 |
|
X |
|
|
|
|
|
|
| 101.INS |
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 |
XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
|
|
| 101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
|
|
|
| 101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
|
|
|
| 101.LAB |
XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
|
|
|
| 101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
|
|
|
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|
|
|
|
|
|
|
| + Management contract, compensatory plan or arrangement. |
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request. |
Signatures
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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|
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|
|
|
|
|
|
|
| |
|
Knife River Corporation |
| |
|
|
|
| DATE: |
May 6, 2025 |
BY: |
/s/ Nathan W. Ring |
| |
|
|
Nathan W. Ring |
| |
|
|
Vice President and Chief Financial Officer |
| |
|
|
|
| |
|
|
|
| |
|
BY: |
/s/ Marney L. Kadrmas |
| |
|
|
Marney L. Kadrmas |
| |
|
|
Vice President and Chief Accounting Officer |
EX-10.2
2
a2025q1ex102.htm
KNIFE RIVER RESTRICTIVE STOCK UNIT AWARD AGREEMENT
Document
KNIFE RIVER CORPORATION
RESTRICTED STOCK UNIT AWARD NOTICE
This Award Notice evidences the award of restricted stock units (each, an “RSU” or collectively, the “RSUs”) that have been granted to, (Participant Name), by Knife River Corporation, a Delaware corporation (the “Company”), subject to your acceptance of the terms of this Award Notice, the Restricted Stock Unit Award Agreement, which is attached hereto (the “Agreement”) and the Knife River Corporation Long-Term Performance-Based Incentive Plan (the “Plan”). When vested, each RSU entitles you to receive one share of common stock of the Company (the “Shares”). The RSUs are granted pursuant to the terms of the Plan.
This Award Notice constitutes part of, and is subject to the terms and provisions of, the Agreement and the Plan, which are incorporated by reference herein. Capitalized terms used but not defined in this Award Notice shall have the meanings set forth in the Agreement or in the Plan.
|
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Grant Date: |
XXXXXX |
Number of RSUs: |
[ ], subject to adjustment as provided under Section 4.2 of the Plan. |
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Vesting Schedule: |
Subject to the provisions of the Agreement and the Plan and provided that you remain continuously employed by the Company and/or an entity controlled by, controlling or under common control with the Company, including a Subsidiary (an “Affiliate”) through [ ] (the “Vesting Date”), the RSUs shall vest on the Vesting Date. The vesting schedule is the [ ] period beginning [ ] and ending on the Vesting Date (the “Vesting Schedule”).
Except for termination of employment due to Retirement, upon death or Disability or in the event of a Qualifying Termination (as defined below), any unvested portion of the Award will be forfeited and/or cancelled on the date you cease to be an employee of the Company or an Affiliate.
For purposes of this Award:
“Cause” means, if you are a participant in the Company’s Change in Control Severance Plan, the definition set forth in such plan, and otherwise (a) your fraud or dishonesty that has resulted, or is likely to result, in material economic damage to the Company or a Subsidiary, or (b) your willful nonfeasance if such nonfeasance is not cured within ten days of written notice from the Company or a Subsidiary, in each case as determined in good faith by a vote of at least two-thirds of the non-employee members of the Board at a meeting of the Board at which you are provided an opportunity to be heard.
“Disability” means permanent and total disability as determined under the Company’s long-term disability insurance program applicable to you; provided, however, to the extent necessary to avoid tax penalties under Section 409A of the Code, “Disability” means “disability” as defined in Section 409A(a)(2)(C) of the Code.
“Good Reason” means if you are a participant in the Company’s Change in Control Severance Plan, the definition set forth in such plan, and otherwise the occurrence of any of the following without your prior written consent:
(a) A reduction of your annual base salary, target annual incentive, or target annual long-term incentive opportunity, in each case, from that in effect immediately prior to the Change in Control, or if higher, that in effect at any time thereafter;
(b) A relocation of your primary place of employment by more than 50 miles; or
(c) Any material reduction in your titles, authority, reporting relationship, duties or responsibilities.
In order to invoke a termination for Good Reason, you shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (a) through (c) within 90 days after you first becomes aware of the existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, your “separation from service” (within the meaning of Section 409A of the Code) must occur, if at all, within 30 days from the earlier of (i) the end of the Cure Period, or (ii) the date the Company provides written notice to you that it does not intend to cure such condition. Your mental or physical incapacity following the occurrence of an event described above in clauses (a) through (c) shall not affect your ability to terminate employment for Good Reason and your death following delivery of a notice of termination for Good Reason shall not affect your estate’s entitlement to the severance payments and benefits provided hereunder upon a termination of employment for Good Reason.
“Qualifying Termination” means a termination of your employment during the two-year period beginning on and including the date of a Change in Control, by you for Good Reason or by the Company other than for Cause. Termination of employment due to your death or Disability shall not constitute a Qualifying Termination.
“Retirement” means a termination of your employment by the Company without Cause or due to your resignation, in each case, after you have reached age 55 and completed 10 Years of Service.
“Years of Service” shall mean each period of 12 full calendar months that a Participant is employed by the Company and/or an Affiliate.
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Settlement Date: |
Except as otherwise expressly provided in the Agreement and the Plan and subject to Section 10 of Annex A, each vested RSU will be settled in Shares as soon as practicable, and in no event later than 60 days, following the earliest occurrence of (a) the Vesting Date, (b) your termination of employment, (c) your death, (d) your Disability, and (e) the date the RSU becomes vested pursuant to paragraph (a) of the “Change in Control” section below; provided that, to the extent the vested RSU constitutes nonqualified deferred compensation subject to Section 409A of the Code and is not permitted to be settled pursuant to the forgoing sentence without triggering a tax or penalty under Section 409A of the Code, such settlement shall instead be made at the earliest time that will not trigger a tax or penalty under Section 409A of the Code. |
Acceleration on Qualifying Termination, Termination Due to Retirement, or on Death or Disability: |
Qualifying Termination. If you experience a Qualifying Termination, any unvested RSUs (or any unvested replacement awards granted in respect of the RSUs) (including the related Dividend Equivalents) shall vest in full immediately upon the date of such termination of employment.
Death or Disability. Upon your death or Disability, a portion of the unvested RSUs (including the related Dividend Equivalents) will vest based on the ratio of the number of full months of employment completed during the Vesting Schedule to the date of your death or Disability, including the month in which your death or Disability occurs, divided by the total number of months in the Vesting Schedule.
Termination Due to Retirement. Upon your Retirement that does not also constitute a Qualifying Termination (i) during the first year of the Vesting Schedule, all RSUs (including the related Dividend Equivalents) shall be forfeited; (ii) during the second year of the Vesting Schedule, a portion of the unvested RSUs (including the related Dividend Equivalents) will vest based on a proration for the number of months employed during the [ ] Vesting Schedule, including the month in which the termination of employment occurs; and (iii) during the third year of the Vesting Schedule, all unvested RSUs (including the related Dividend Equivalents) will vest without prorating.
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Change in Control |
Upon the occurrence of a Change in Control,
(a) The outstanding RSUs shall vest in full, except that such vesting shall not apply to the extent that another award meeting the requirements of paragraph (b) below (any award meeting the requirements of paragraph (b) below, a “Replacement Award”) is provided to you to replace such Award (the award intended to be replaced by a Replacement Award, a “Replaced Award”).
(b) Replacement Awards. An award shall meet the conditions of this paragraph (b) (and therefore qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion; (iii) it relates to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to time-based vesting (including with respect to a termination of employment) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to you than the terms and conditions of the Replaced Award as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control. The determination whether the conditions of this paragraph (b) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
(c) Adjustment Provisions. In the event of Change in Control, the Committee may determine that (i) to the extent that the RSUs become vested pursuant to paragraph (a), it may be cancelled in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of the RSUs, as determined by the Committee in its sole discretion; or (ii) the RSUs may be replaced with a Replacement Award in accordance with paragraph (b).
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Dividend Equivalents: |
Yes |
THESE RESTRICTED STOCK UNITS ARE SUBJECT TO FORFEITURE AS PROVIDED HEREIN. THIS AWARD AND AMOUNTS RECEIVED IN CONNECTION WITH THIS AWARD ARE SUBJECT TO FORFEITURE, RECAPTURE OR OTHER ACTION IN THE EVENT OF AN ACCOUNTING RESTATEMENT, AS PROVIDED IN THE PLAN AND THE COMPANY’S INCENTIVE COMPENSATION RECOVERY POLICY.
Further terms and conditions of the Award are set forth in Annex A hereto, which is an integral part of the Agreement.
You must accept this Award Notice by logging onto your account with Fidelity Investments and accepting this Award Notice and the Agreement. If you fail to do so, the RSUs will be null and void. By accepting the RSUs granted to you in this Award, you agree to be bound by all of the provisions set forth in this Award Notice, the Agreement, and the Plan.
Attachments:
Annex A: Restricted Stock Unit Award Agreement Knife River Corporation (the “Company”) has granted to you an Award consisting of restricted stock units, subject to the terms and conditions set forth herein and in the Restricted Stock Unit Award Notice (the “Award Notice”).
Annex A
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE KNIFE RIVER CORPORATION
LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN
The Award has been granted to you pursuant to the Knife River Corporation Long-Term Performance-Based Incentive Plan (the “Plan”). Subject to the terms of the Plan, decisions and interpretations of the Compensation Committee of the Company’s Board of Directors (the “Committee”) are binding, conclusive and final upon any questions arising under the Award Notice, this Restricted Stock Unit Award Agreement (the “Agreement”) or the Plan. Unless otherwise defined herein or in the Award Notice, capitalized terms shall have the meanings assigned to such terms in the Plan.
1.Grant of RSUs. On the Grant Date, you were awarded the number of RSUs set forth in the Award Notice.
2.Vesting of RSUs. The RSUs shall become vested and nonforfeitable in accordance with the Vesting Schedule set forth in the Award Notice. Vesting may be accelerated only as described in the Award Notice.
3.Termination of Employment. Treatment of RSUs upon termination of employment due to Retirement, upon death or Disability, or upon a Qualifying Termination, shall be as set forth in the Award Notice. Upon termination of employment for any other reason, any unvested portion of the Award (including the related Dividend Equivalents) will be forfeited and/or cancelled on the date you cease to be an employee of the Company or an Affiliate.
4.Settlement of RSU. Subject to Section 10 of this Annex A, each RSU will be settled in Shares on [ ]; provided, however, that in the event of acceleration of vesting as set forth in the Award Notice, each RSU will be settled as soon as practicable following vesting but in no event later than 60 days after unvested RSUs become vested. Executives are required to own Shares at designated multiples of their base salary. If you have not achieved an applicable stock ownership requirement, you are required to hold the net after-tax Shares received under this Award until the requirement is met.
5.Voting Rights. Since RSUs do not represent actual Shares, no voting rights or other rights as a stockholder of the Company arise with respect to the RSUs until Shares have been delivered to you upon settlement of the RSUs.
6.Dividend Equivalents. Dividend Equivalents will be earned with respect to any Shares issued pursuant to the Award. The amount of Dividend Equivalents earned shall be equal to the total dividends declared on a Share for stockholders of record between the Grant Date of this Award and the vesting date of the RSUs, multiplied by the number of Shares issued pursuant to the vesting of the RSUs awarded in the Award Agreement. Any Dividend Equivalents earned shall be paid in cash when the Shares to which they relate are issued or as soon thereafter as practicable, but no later than 60 days after the Shares are issued. No Dividend Equivalents will be issued for unvested or forfeited RSUs.
7.Tax Withholding. Pursuant to Article 14 of the Plan, the Committee has the power and the right to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy any federal, state and local taxes (including your FICA obligations) required by law to be withheld with respect to the Award and Dividend Equivalents. The Committee may condition the delivery of vested Shares upon your satisfaction of such withholding obligations. The withholding requirement for Shares will be satisfied by the Company withholding Shares having a Fair Market Value equal to federal income tax withholding obligations using an IRS accepted methodology plus additional amounts for state and local tax purposes, as applicable, including payroll taxes, that are applicable to such supplemental taxable income but with rates not to exceed the maximum effective statutory rates, unless you elect, in a manner satisfactory to the Committee, to remit an amount to satisfy the withholding requirement subject to such restrictions or limitations that the Committee, in its sole discretion, deems appropriate. Such election must be made before, and is irrevocable after, December 15 of the last year in the Vesting Schedule, and cannot be made or revoked while you possess information that will be material nonpublic information at the time the Shares are issued such that you would be prohibited from trading on the Company’s stock under its Insider Trading Policy.
8.Non-Guarantee of Employment Relationship or Future Awards. Nothing in the Plan, the Award Notice or this Agreement will alter your at-will or other employment status with the Company or an Affiliate, nor be construed as a contract of employment between you and the Company or an Affiliate, or as a contractual right for you to continue in the employ of the Company or an Affiliate for any period of time, or as a limitation of the right of the Company or an Affiliate to discharge you at any time with or without cause or notice and whether or not such discharge results in the forfeiture of any of your RSUs, or as a right to any future Awards.
9.Non-transferability of RSUs. No RSUs granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
10.Section 409A. This Agreement and the RSUs granted hereunder are intended to comply with the requirements of Section 409A or an exemption or exclusion therefrom, and, with respect to RSUs that are subject to Section 409A, the Plan and this Agreement shall be interpreted and administered in all respects in accordance with Section 409A (including with respect to the application of any defined terms to RSUs that constitute nonqualified deferred compensation, which defined terms shall be interpreted to have the meaning required by Section 409A to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A). Each payment (including the delivery of Shares) under the RSUs that constitutes nonqualified deferred compensation subject to Section 409A shall be treated as a separate payment for purposes of Section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that constitutes nonqualified deferred compensation subject to Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if you are a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the date of your separation from service within the meaning of Section 409A (“Separation from Service”)), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A that would otherwise be payable by reason of your Separation from Service during the six- month period immediately following such Separation from Service shall instead be paid or provided on the first business day following the date that is six (6) months following your Separation from Service.
11.Personal Information. You agree the Company and its suppliers or vendors may collect, use and disclose your personal information for the purposes of the implementation, management, administration and termination of the Plan.
12.Amendment. The Committee may amend, alter, modify, suspend or terminate the Award Notice or this Agreement at any time and from time to time, in whole or in part; provided, however, no amendment, alteration, modification, suspension or termination of the Award Notice or Agreement shall adversely affect in any material way the Award Notice or this Agreement, without your written consent, except to the extent such amendment, alteration, modification, suspension or termination is reasonably determined by the Committee in its sole discretion to be necessary to comply with applicable laws, rules, regulations, or is necessary for such approvals by any governmental agencies or national securities exchanges as may be required.
13.Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon you and your heirs, beneficiaries, executors, legal representatives, successors and assigns.
14.Integrated Agreement. The Award Notice, this Agreement and the Plan constitute the entire understanding and agreement between you and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties between you and the Company with respect to such subject matter other than those as set forth or provided for herein or therein.
15.Ratification of Actions. By accepting the Award or other benefit under the Plan, you and each person claiming under or through you shall be conclusively deemed to have indicated your acceptance and ratification of, and consent to, any action taken under the Plan or the Award by the Company, its Board of Directors, or the Committee.
16.Notices. Any notice hereunder to the Company shall be addressed to its office, 1150 West Century Avenue, Bismarck, North Dakota 58503; Attention: Chief Legal Officer, and any notice hereunder to you shall be addressed to you at the address specified on the Award Agreement, subject to the right of either party to designate at any time hereafter in writing some other address.
17.Governing Law. To the extent not preempted by Federal law, the Award Notice and this Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law provisions. In the event any provision of the Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Award Agreement, and the Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
18.Construction. Captions and titles contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.
19.Conformity. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Any conflict between the terms of the Award Notice, this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in the Award Notice or this Agreement or any matters as to which the Award Notice and this Agreement are silent, the Plan shall govern. Any conflict between the terms of the Award Notice and the Agreement shall be resolved in accordance with the terms of the Agreement.
EX-10.3
3
a2025q1ex103.htm
KNIFE RIVER PERFORMANCE STOCK UNIT AWARD AGREEMENT
Document
KNIFE RIVER CORPORATION
LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN
PERFORMANCE STOCK UNIT AWARD AGREEMENT
XXXXXX
{Participant Name}
In accordance with the terms of the Knife River Corporation Long-Term Performance-Based Incentive Plan (the "Plan"), pursuant to action of the Compensation Committee of the Board of Directors of Knife River Corporation (the "Committee"), Knife River Corporation (the "Company") hereby grants to you (the "Participant") this award (the “Award”) of Performance Stock Units (“PSUs”), with each PSU corresponding to one Share, subject to the terms and conditions set forth in this Award Agreement (including Annexes A, B and C hereto and all documents incorporated herein by reference), as set forth below:
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Target Award:
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{No. of Shares}PSUs (the "Target Award")
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Performance Period:
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XXXXXX through
XXXXXX (the "Performance Period")
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Date of Grant:
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XXXXXX |
Dividend Equivalents: |
Yes |
THESE PSUS ARE SUBJECT TO FORFEITURE AS PROVIDED HEREIN. THIS AWARD AND AMOUNTS RECEIVED IN CONNECTION WITH THIS AWARD ARE ALSO SUBJECT TO FORFEITURE, RECAPTURE OR OTHER ACTION IN THE EVENT OF AN ACCOUNTING RESTATEMENT, AS PROVIDED IN THE PLAN AND THE COMPANY’S INCENTIVE COMPENSATION RECOVERY POLICY.
Further terms and conditions of the Award are set forth in Annexes A and B hereto, which are integral parts of this Award Agreement. Subject to the terms of the Plan, decisions and interpretations of the Committee are binding, conclusive and final upon any questions arising under the Award Agreement or the Plan.
You must accept this Award Agreement by logging onto your account with Fidelity Investments and accepting this Award Agreement. If you fail to do so, the Award will be null and void. By accepting this Award, you agree to be bound by all of the provisions set forth in this Award Agreement, and the Plan.
Attachments:
Annex A: Performance Stock Unit Award Agreement
Annex B: Performance Goals
Annex C: Peer Group
ANNEX A
TO
KNIFE RIVER CORPORATION
LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN
PERFORMANCE STOCK UNIT AWARD AGREEMENT
It is understood and agreed that the Award of PSUs evidenced by the Award Agreement to which this is annexed is subject to the following additional terms and conditions.
1. Nature of Award. The Target Award represents the opportunity to receive shares of Company common stock, $0.01 par value ("Shares") and Dividend Equivalents on such Shares. The number of Shares that may be earned under this Award shall be determined pursuant to Annex B hereof. The amount of Dividend Equivalents that may be earned under this Award shall be determined pursuant to Section 4 hereof. Except for Dividend Equivalents, which are paid in cash, Awards will be paid in Shares.
2. Vesting Conditions. Vesting of the PSUs is contingent on the achievement of the performance measures as described in Annex B. Vesting of earned PSUs is also contingent on the Participant remaining continuously employed by the Company and/or an entity controlled by, controlling or under common control with the Company, including a Subsidiary (an “Affiliate”) through the last day of the Performance Period (the “Vesting Date”).
3. Issuance of Shares and Mandatory Holding Period. Subject to any restrictions on distributions of Shares under the Plan, and subject to Section 4 of this Annex A, the Shares that become earned and vested under the Award, if any, shall be issued to the Participant as soon as practicable, and in no event later than 60 days, following the earliest to occur of: (a) the end of the Performance Period, (b) the Participant’s termination of employment within two years following a Change in Control, (c) the Participant’s death, (d) the Participant’s Disability, and (e) the date the Award becomes vested pursuant to Section 6(a); provided that, to the extent the earned and vested PSUs constitute nonqualified deferred compensation subject to Section 409A of the Code and are not permitted to be settled pursuant to the forgoing sentence without triggering a tax or penalty under Section 409A of the Code, such settlement shall instead be made at the earliest time that will not trigger a tax or penalty under Section 409A of the Code. Executives are required to own Shares at designated multiples of their base salary. If a Participant has not achieved an applicable stock ownership requirement, the Participant shall hold the net after-tax Shares received under this Award until the requirement is met.
4. Dividend Equivalents. Dividend Equivalents shall be earned with respect to any Shares issued to the Participant pursuant to this Award. The amount of Dividend Equivalents earned shall be equal to the total dividends declared on a Share for stockholders of record between the Date of Grant of this Award and the last day of the Performance Period, multiplied by the number of Shares issued to the Participant pursuant to the Award Agreement. Any Dividend Equivalents earned shall be paid in cash to the Participant when the Shares to which they relate are issued or as soon as practicable thereafter, but no later than the next March 10 following the close of the Performance Period. If the Award is forfeited or if no Shares are issued, no Dividend Equivalents shall be paid.
5. Termination of Employment. The following provisions shall apply in the event of the Participant’s termination of employment prior to the Vesting Date:
(a) Qualifying Termination. If the Participant experiences a Qualifying Termination, any unvested PSUs (including the related Dividend Equivalents) outstanding as of immediately prior to the Qualifying Termination, after giving effect to the provisions of Annex B, shall vest in full immediately upon the date of such Qualifying Termination.
(b) Termination Due to Retirement. Upon the Participant’s Retirement that does not also constitute a Qualifying Termination (i) during the first year of the Performance Period, all PSUs (and related Dividend Equivalents) shall be forfeited; (ii) during the second year of the Performance Period, determination of the Total Payout Percentage for the Performance Period will be made by the Committee in accordance with Annex B, and Shares (and related Dividend Equivalents) earned, if any, will vest on the Vesting Date based on the Total Payout Percentage, prorated for the number of full months elapsed from and including the month in which the Performance Period began to and including the month in which the termination of employment occurs divided by the total number of months in the Performance Period; and (iii) during the third year of the Performance Period, determination of the Total Payout Percentage for the Performance Period will be made by the Committee in accordance with Annex B, and Shares (and related Dividend Equivalents) earned, if any, will vest on the Vesting Date based on the Total Payout Percentage without prorating; provided that if such Retirement occurs within two years after the Change in Control, then the applicable portion of the PSUs (if any) that become vested pursuant to this Section 5(b) will immediately vest upon such Retirement.
(c) Death or Disability. Upon the Participant’s death or Disability, a portion of the PSUs subject to the Award will vest immediately upon the occurrence of such event, with such portion equal to the total number of PSUs subject to the Target Award (and if the Participant’s death or Disability occurs within two years after a Change in Control, the total number of PSUs as determined under the applicable provisions in the Annex B), prorated for the number of full months elapsed from and including the month in which the Performance Period began to and including the month in which the Participant’s death or Disability occurs divided by the total number of months in the Performance Period.
(d) Other Termination. Upon the Participant’s termination of employment due to reason other than as described in Sections 5(a)-(c), any unvested PSUs will be forfeited with no consideration.
(e) For purposes of the Award Agreement,
“Cause” means, if the Participant is also a participant in the Company’s Change in Control Severance Plan, the definition set forth in such plan, and otherwise (a) the Participant’s fraud or dishonesty that has resulted, or is likely to result, in material economic damage to the Company or a Subsidiary, or (b) the Participant’s willful nonfeasance if such nonfeasance is not cured within ten days of written notice from the Company or a Subsidiary, in each case as determined in good faith by a vote of at least two-thirds of the non-employee members of the Board at a meeting of the Board at which the Participant is provided an opportunity to be heard.
“Disability” means permanent and total disability as determined under the Company’s long-term disability insurance program applicable to the Participant; provided, however, to the extent necessary to avoid tax penalties under Section 409A of the Code, “Disability” means “disability” as defined in Section 409A(a)(2)(C) of the Code.
“Good Reason” means, if the Participant is also a participant in the Company’s Change in Control Severance Plan, the definition set forth in such plan, and otherwise the occurrence of any of the following without such Participant’s prior written consent:
(a) A reduction of the Participant’s annual base salary, target annual incentive, or target annual long-term incentive opportunity, in each case, from that in effect immediately prior to the Change in Control, or if higher, that in effect at any time thereafter;
(b) A relocation of the Participant’s primary place of employment by more than 50 miles; or
(c) Any material reduction in the Participant’s titles, authority, reporting relationship, duties or responsibilities.
In order to invoke a termination for Good Reason, the Participant shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (a) through (c) within 90 days after the Participant first becomes aware of the existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Participant’s termination of employment must occur, if at all, within 30 days from the earlier of (i) the end of the Cure Period, or (ii) the date the Company provides written notice to the Participant that it does not intend to cure such condition. The Participant’s mental or physical incapacity following the occurrence of an event described above in clauses (a) through (c) shall not affect the Participant’s ability to terminate employment for Good Reason and the Participant’s death following delivery of a notice of termination for Good Reason shall not affect his or her estate’s entitlement to the severance payments and benefits provided hereunder upon a termination of employment for Good Reason.
“Qualifying Termination” means a termination of the Participant’s employment during the two-year period beginning on and including the date of a Change in Control, by the Participant for Good Reason or by the Company other than for Cause. Termination of employment due to the Participant’s death or Disability shall not constitute a Qualifying Termination.
“Retirement” means a termination of the Participant’s employment by the Company without Cause or due to the Participant’s resignation, in each case, after the Participant has reached age 55 and completed 10 Years of Service.
"Years of Service" shall mean each period of 12 full calendar months that a Participant is employed by the Company and/or an Affiliate.
6. Impact of Change in Control. Upon the occurrence of a Change in Control, after giving effect to the provisions of Annex B:
(a) The outstanding Award shall vest in full, except that such vesting shall not apply to the extent that another award meeting the requirements of Section 6(b) (any award meeting the requirements of Section 6(b), a “Replacement Award”) is provided to the Participant to replace such Award (the award intended to be replaced by a Replacement Award (after giving effect to the provisions of Annex B), a “Replaced Award”).
(b) Replacement Awards. An award shall meet the conditions of this Section 6(b) (and therefore qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion; (iii) it relates to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to time-based vesting (including with respect to a termination of employment) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control. The determination whether the conditions of this Section 6(b) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
(c) Adjustment Provisions. In the event of Change in Control, the Committee may determine that (i) to the extent that the Award becomes vested pursuant to Section 6(a), it may be cancelled in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of the Award, as determined by the Committee in its sole discretion; or (ii) the Award may be replaced with a Replacement Award in accordance with Section 6(b).
7. Tax Withholding. Pursuant to Article 14 of the Plan, the Committee has the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state and local taxes (including the Participant's FICA obligations) required by law to be withheld with respect to the Award and Dividend Equivalents. The Committee may condition the delivery of Shares upon the Participant's satisfaction of such withholding obligations. The withholding requirement for Shares will be satisfied by the Company withholding Shares having a Fair Market Value equal to federal income tax withholding obligations using an IRS accepted methodology plus additional amounts for state and local tax purposes, as applicable, including payroll taxes, that are applicable to such supplemental taxable income but with rates not to exceed the maximum effective statutory rates, unless the Participant elects, in a manner satisfactory to the Committee, to remit an amount to satisfy the withholding requirement subject to such restrictions or limitations that the Committee, in its sole discretion, deems appropriate. Such election must be made before, and is irrevocable after, December 15 of the last year of the Performance Period, and cannot be made or revoked while the Participant possesses information that will be material nonpublic information at the time the Shares are issued such that the Participant would be prohibited from trading on the Company’s stock under the Company's Insider Trading Policy.
8. Ratification of Actions. By accepting the Award or other benefit under the Plan, the Participant and each person claiming under or through him or her shall be conclusively deemed to have indicated the Participant's acceptance and ratification of, and consent to, any action taken under the Plan or the Award by the Company, its Board of Directors, or the Committee.
9. Notices. Any notice hereunder to the Company shall be addressed to its office, 1150 West Century Avenue, Bismarck, North Dakota 58503; Attention: Chief Legal Officer, and any notice hereunder to the Participant shall be addressed to him or her at the address specified on the Award Agreement, subject to the right of either party to designate at any time hereafter in writing some other address.
10. Definitions. Capitalized terms not otherwise defined herein or in the Award Agreement shall have the meanings given them in the Plan.
11. Section 409A. This Agreement and the PSUs granted hereunder are intended to comply with the requirements of Section 409A or an exemption or exclusion therefrom, and, with respect to PSUs that are subject to Section 409A, the Plan and this Agreement shall be interpreted and administered in all respects in accordance with Section 409A (including with respect to the application of any defined terms to PSUs that constitute nonqualified deferred compensation, which defined terms shall be interpreted to have the meaning required by Section 409A to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A). Each payment (including the delivery of Shares) under this Award that constitutes nonqualified deferred compensation subject to Section 409A shall be treated as a separate payment for purposes of Section 409A. In no event may the Participant, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that constitutes nonqualified deferred compensation subject to Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the date of the Participant’s separation from service within the meaning of Section 409A (“Separation from Service”)), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A that would otherwise be payable by reason of the Participant’s Separation from Service during the six- month period immediately following such Separation from Service shall instead be paid or provided on the first business day following the date that is six (6) months following the Participant’s Separation from Service
12. Governing Law and Severability. To the extent not preempted by federal law, the Award Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law provisions. In the event any provision of the Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Award Agreement, and the Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
13. No Rights to Continued Employment. The Award Agreement is not a contract of employment. Nothing in the Plan or in the Award Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate the Participant's employment at any time, for any reason or no reason, or confer upon the Participant the right to continue in the employ of the Company or a Subsidiary.
ANNEX B
PERFORMANCE GOALS
ANNEX C
TO
KNIFE RIVER CORPORATION
LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN
PERFORMANCE STOCK UNIT AWARD AGREEMENT
PEER GROUP COMPANIES
EX-10.4
4
a2025q1ex104.htm
KNIFE RIVER 401(K) RETIREMENT PLAN
Document
THIRD AMENDMENT
TO
KNIFE RIVER CORPORATION
401(k) RETIREMENT PLAN
The Knife River Corporation 401(k) Retirement Plan (the “Plan”), as established effective May 1, 2023, is amended by this Third Amendment effective as of January 1, 2025, except as specified below. All terms defined in the Plan shall have the same meanings when used herein. All provisions of the Plan not amended by this Amendment shall remain in full force and effect.
1.The second paragraph of Section 3.4 is amended by adding the following sentence immediately before the last sentence of such paragraph:
Furthermore, if an Employer adopts a different matching contribution formula mid-year, the amount of true-up matching contribution for a Participant employed by such Employer shall be prorated for the Plan Year based on such Participant’s deferral contributions and Compensation for the portions of the Plan Year with respect to which the formulas applied, respectively.
2.Effective April 6, 2025, Schedule B is amended by deleting Section B-5 (regarding Knife River Corporation-South’s matching contributions) in its entirety and renumbering the remaining sections accordingly.
3.Effective March 7, 2025, Section C-2 is amended by adding the following bullet point to the bulleted list of Schedule C Employers in alphabetical order of where it should appear in the list:
•Strata Corporation
4.Effective March 7, 2025, the table in Section E-8 is amended by adding the following new row in alphabetical order of where it should appear in the table (with the header row included below for reference only):
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| Employer |
Section E-3(i) Supplemental Contribution |
Section E-3(ii) Supplemental Contribution |
| Strata Corporation |
X |
|
* * *
The Plan is amended effective as of the dates specifically set forth above and executed by a duly authorized individual on the date set forth below.
KNIFE RIVER CORPORATION
Dated: 03-17-25 By: /s/ Nathan W. Ring
Nathan W. Ring
Vice President and Chief Financial Officer
EX-10.5
5
a2025q1ex105.htm
KNIFE RIVER SECTION 16 OFFICERS AND DIRECTORS
Document
Knife River Corporation
Section 16 Officers and Directors
with Indemnification Agreements
As of April 19, 2025
Section 16 Officers
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Name |
Title |
Date of Agreement |
Brian R. Gray |
President and Chief Executive Officer |
May 30, 2023 |
Trevor J. Hastings |
Vice President and Chief Operating Officer |
May 30, 2023 |
Marney L. Kadrmas |
Vice President and Chief Accounting Officer |
May 30, 2023 |
Karl A. Liepitz |
Vice President, Chief Legal Officer and Secretary |
May 30, 2023 |
Glenn R. Pladsen |
Vice President and Chief Excellence Officer |
May 30, 2023 |
Nathan W. Ring |
Vice President and Chief Financial Officer |
May 30, 2023 |
Sarah L. Stevens |
Vice President and Chief People Officer |
April 19, 2025 |
Directors
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Name |
Title |
Date of Agreement |
German Carmona Alvarez |
Director |
May 30, 2023 |
Patricia Chiodo |
Director |
June 27, 2024 |
Karen B. Fagg |
Director and Chair of the Board |
May 30, 2023 |
Thomas W. Hill |
Director |
May 14, 2024 |
Patricia L. Moss |
Director |
May 30, 2023 |
William J. Sandbrook |
Director |
May 30, 2023 |
EX-10.6
6
a2025q1ex106.htm
KNIFE RIVER DIRECTOR AND/OR EXECUTIVE OFFICER INDEMNIFICATION AGREEMENT
Document
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this “Agreement”) dated April 19, 2025, by and between Knife River Corporation, a Delaware corporation (the “Company”), and Sarah L. Stevens, an individual (the “Indemnitee”).
Recitals
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;
WHEREAS, the Indemnitee is a director and/or officer of the Company and may be a director and/or officer of one or more Affiliates (as defined below) thereof;
WHEREAS, the Company is authorized by Section 145 of the Delaware General Corporation Law (the “DGCL”) to indemnify its officers, directors, employees and agents by agreement and to indemnify persons who serve, at the request of the Company, as the directors, officers, employees or agents of other corporations or enterprises, and DGCL Section 145 expressly provides that the indemnification provided by, or granted pursuant to, that section is not exclusive;
WHEREAS, Article 10 of the Company’s Amended and Restated Bylaws (the “Bylaws”) (i) provides for indemnification of, and advancement of expenses by the Company to, its directors and officers to the fullest extent permitted under applicable law, (ii) expressly provides that the indemnification provisions set forth therein are not exclusive and (iii) contemplates that contracts may be entered into between the Company and its directors and officers with respect to indemnification;
WHEREAS, Article 8 of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”), provides that no director or officer of the Company shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, (iv) for any transaction from which the director or officer derived an improper personal benefit or (v) an officer in any action by or in the right of the Company;
WHEREAS, in recognition of the Indemnitee’s desire for (i) substantial protection against personal liability, (ii) specific contractual assurance that indemnification will be available to the Indemnitee, regardless of any amendment or revocation of the Bylaws, any change in the composition of the Company’s Board of Directors (the “Board”) or any Change in Control (as defined below) and (iii) an inducement to provide services to the Company or any of its Affiliates as a director and/or officer, the Company wishes to provide in this Agreement for the indemnification of, and the advancement of expenses to, the Indemnitee to the fullest extent permitted under applicable law and as set forth in this Agreement, and, to the extent directors’ and officers’ liability insurance is maintained by the Company, for the continued coverage of the Indemnitee under such insurance policies; and WHEREAS, 10 Del.
C. Section 3114(b) provides that every nonresident of the State of Delaware who is appointed as an officer of the Company is deemed to have consented to the appointment of the registered agent of the Company for service of process in proceedings brought in Delaware in which such officer is a necessary or proper party or in any action against such officer for violation of a duty in such capacity;
WHEREAS, the term “officer” as defined by 10 Del. C. Section 3114(b) means an officer of the Company who (i) is or was the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer of the Company at any time during the course of conduct alleged in the action or proceeding to be wrongful, (ii) is or was identified in the Company’s public filings with the Securities and Exchange Commission because such person is or was one of the most highly compensated executive officers of the Company at any time during the course of conduct alleged in the action or proceeding to be wrongful or (iii) has, by written agreement with the Company, consented to be identified as an “officer” for purposes of 10 Del. C. Section 3114(b); and
WHEREAS, the Indemnitee wishes to consent to be identified as an “officer” for purposes of 10 Del. C. Section 3114(b), regardless of whether Indemnitee would otherwise fall within the definition of “officer” set forth in that section.
NOW, THEREFORE, in consideration of the premises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Indemnitee hereby agree as follows:
ARTICLE 1
CERTAIN DEFINITIONS
Capitalized terms used in this Agreement have the meanings set forth below:
“Affiliate” means any Enterprise directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For purposes of this definition, “control” when used with respect to any Enterprise means the power to direct the management and policies of such Enterprise, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Board” has the meaning ascribed to that term in the Recitals.
“Bylaws” has the meaning ascribed to that term in the Recitals.
“Certificate” has the meaning ascribed to that term in the Recitals.
“Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:
(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this definition or
(b) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or the actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board or
(c) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination or (d) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
For the avoidance of doubt, unless otherwise determined by the Board, the sale of a subsidiary, operating entity or business unit of the Company shall not constitute a Change in Control for purposes of this Agreement.
“Corporate Status” means the status of a person who is or was a director or officer or employee or agent of the Company or a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of an Enterprise at which such person is or was serving at the request of the Company. The Indemnitee will be deemed, for purposes of this Agreement, to be serving or to have served “at the request of the Company” as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of an Enterprise if the Indemnitee is or was serving as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of such Enterprise and (a) such Enterprise is or at the time of such service was an Affiliate, (b) such Enterprise is or at the time of such service was an employee benefit plan or related trust sponsored or maintained by the Company or an Affiliate or (c) the Company or an Affiliate directly or indirectly caused the Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity. References to “serving at the request of the Company” include any service as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of the Company which imposes duties on, or involves services by, such director, officer, employee, partner, member, manager, trustee, fiduciary or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan will be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to under applicable law or in this Agreement.
“DGCL” has the meaning ascribed to that term in the Recitals.
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by the Indemnitee.
“D&O Insurance Policies” has the meaning ascribed to that term in Section 6.1.
“Enterprise” means an entity other than the Company that is a corporation, partnership, limited liability company, joint stock company, association, joint venture, business trust, employee benefit plan, trust, incorporated association or any other legal entity or enterprise of whatever nature.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Expense Advance” has the meaning ascribed to that term in Section 3.1.
“Expenses” shall be broadly construed and shall include all attorneys’ fees, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, food and lodging expenses, duplicating costs, printing and binding costs, telephone charges, postage, fax transmission charges, secretarial services, delivery service fees and all other disbursements or expenses actually and reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding, or in connection with seeking indemnification under this Agreement.
Expenses also include Expenses actually and reasonably incurred in connection with any appeal resulting from any Proceeding, including the premium, security for, and other costs relating to any appeal bond or its equivalent. Expenses will also include any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payment, whether in respect of an Expense or a Loss, under this Agreement. Expenses, however, shall not include amounts paid in settlement by the Indemnitee or the amount of judgments or fines against the Indemnitee.
“Final Disposition” means the final, binding and non-appealable full or partial conclusion of a Proceeding by, including, but not limited to, (i) final judicial decision by a court of competent jurisdiction from which there is no further right to appeal, (ii) settlement or (iii) other determination. In addition, and without limiting the foregoing, a Final Disposition shall also occur when the party commencing the Proceeding has abandoned the claims asserted or otherwise fails to prosecute the matter or otherwise does not pursue the Proceeding for a period of twelve (12) months.
“Independent Counsel” means an attorney or firm of attorneys that is experienced in matters of corporation law and is not currently, and has not been in the past three years, retained to represent: (a) the Company or the Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement and/or the indemnification provisions of the Certificate or Bylaws, or of other indemnitees under similar indemnification agreements) or (b) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.
“Losses” means losses of any type whatsoever, and shall include any liability, judgments, damages, amounts paid in settlement, fines, including excise taxes and penalties assessed with respect to employee benefit plans, penalties (whether civil, criminal or otherwise) and all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with a Proceeding.
“Proceeding” shall be broadly construed and shall include any threatened, pending or completed action, suit, claim, defamation claim, counterclaim, cross-claim, demand, arbitration, alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether formal or informal, including any and all affirmative defenses and appeals, whether brought by or in the right of, or conducted by, the Company or otherwise, whether civil, criminal, administrative or investigative, and in each case whether or not commenced prior to the date of this Agreement, in which the Indemnitee was, is or will be involved as a party or otherwise, such as to provide testimony, by reason of or relating to the Indemnitee’s Corporate Status and by reason of or relating to either (i) any action or alleged action taken by the Indemnitee, or failure or alleged failure to act, or any action or alleged action, or failure or alleged failure to act, on the Indemnitee’s part, while acting in the Indemnitee’s Corporate Status or (ii) the fact of the Indemnitee’s Corporate Status, whether or not serving in such capacity at the time any Loss or Expense is incurred for which indemnification or advancement of Expenses can be provided under this Agreement, except one initiated by the Indemnitee to enforce the Indemnitee’s rights under this Agreement pursuant to Article 7.
For purposes of this definition, the term “threatened” will be deemed to include the Indemnitee’s good faith belief that a claim or other assertion may lead to institution of a Proceeding.
“Sarbanes-Oxley Act” has the meaning ascribed to that term in Section 2.4(b).
“Spouse” means the person with whom the Indemnitee has entered into a lawful marriage, civil union or domestic partnership agreement.
“To the fullest extent permitted by applicable law” means to the fullest extent permitted by Section 145 of the DGCL or any provision that replaces or succeeds Section 145 of the DGCL with respect to such matters. The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, but not to the extent prohibited by law.
ARTICLE 2
INDEMNIFICATION
2.1. Company Indemnification. Except as otherwise provided in Section 2.4, the Company will hold harmless and indemnify the Indemnitee to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, interpreted or replaced. In furtherance of the foregoing indemnification, and without limiting the generality thereof:
(a) If, by reason of the Indemnitee’s Corporate Status, the Indemnitee was, is or becomes a party to, or was, is or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding other than Proceedings by or in the right of the Company, the Indemnitee shall be indemnified against any and all Expenses and Losses incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful.
(b) If, by reason of the Indemnitee’s Corporate Status, the Indemnitee was, is or becomes a party to, or was, is or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding by or in the right of the Company, the Indemnitee shall be indemnified against all Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine that such indemnification may be made.
(c) Notwithstanding any other provision of this Agreement, other than Section 2.4, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or any part thereof, the Company will indemnify the Indemnitee against all Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection therewith to the fullest extent permitted by applicable law. If the Indemnitee is not wholly successful in such Proceeding, but is successful on the merits or otherwise as to one or more, but fewer than all claims, issues or matters in such Proceeding, the Company will indemnify and hold harmless the Indemnitee against all Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with each successfully resolved claim, issue or matter on which the Indemnitee was successful. For purposes of this Section 2.1(c), the termination of any Proceeding, or any claim, issue or matter in such Proceeding by dismissal with or without prejudice will be deemed to be a successful result as to such Proceeding, claim, issue or matter.
2.2. Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 2.1, the Company will indemnify and hold harmless the Indemnitee against all Expenses and Losses incurred by the Indemnitee or on the Indemnitee’s behalf if, by reason of the Indemnitee’s Corporate Status, the Indemnitee was, is or becomes a party to, or was, is or is threatened to be made a party to or was otherwise involved in any Proceeding, including a Proceeding by or in the right of the Company. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to the Indemnitee (i) that is finally determined under the procedures, and subject to the presumptions, set forth in Articles 5 and 7 hereof to be unlawful or (ii) in connection with any of the matters for which indemnity is excluded pursuant to Section 2.4 hereof.
2.3. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of the Indemnitee’s Corporate Status, a witness, or is made to or asked to respond to discovery requests, in any Proceeding to which the Indemnitee is not a party, including, without limitation, any internal investigation by or on behalf of the Company, the Company will indemnify the Indemnitee against all Expenses incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith.
2.4. Exclusions. Notwithstanding any other provision of this Agreement, the Company will not be obligated under this Agreement to provide indemnification in connection with the following:
(a) any Proceeding or part of any Proceeding initiated or brought voluntarily by the Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board has authorized or consented to the initiation of the Proceeding or such part of any Proceeding or (ii) the Proceeding was commenced following a Change in Control; provided, however, that nothing in this Section 2.4(a) shall limit the right of the Indemnitee to be indemnified under Section 7.4; or
(b) any Proceeding with respect to which final judgment is rendered against Indemnitee for (i) conduct determined to be knowingly fraudulent or deliberately dishonest or to constitute willful misconduct, (ii) payment or an accounting of profits made from the purchase and sale, or sale and purchase, by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law or (iii) any reimbursement of, or payment to, the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) or any formal policy of the Company adopted by the Board, or from the purchase or sale by the Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act.
2.5. Scope. For the avoidance of doubt, any indemnification under this Agreement shall apply with respect to any Proceeding that relates to matters that occurred in connection with the Indemnitee’s Corporate Status, whether or not the facts underlying any claim made in such Proceeding occurred prior to, on or after the date of this Agreement.
2.6. Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses and/or Losses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.
2.7. Spousal Indemnification. The Company shall indemnify the Indemnitee’s Spouse at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if the Indemnitee did not remain married to her or him during the entire period of coverage) against any pending or threatened Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification under this Agreement, if the Indemnitee’s Spouse (or former Spouse) becomes involved in a pending or threatened Proceeding solely by reason of her or his status as the Indemnitee’s Spouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to his/her Spouse (or former Spouse). The Indemnitee’s Spouse (or former Spouse) also shall be entitled to advancement of Expenses to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is entitled to advancement of Expenses under this Agreement. Any request by the Indemnitee’s Spouse (or former Spouse) for the advancement of Expenses shall include or be preceded or accompanied by an undertaking by or on behalf of the Indemnitee’s Spouse to repay any Expenses advanced if it shall ultimately be determined that the Indemnitee’s Spouse (or former Spouse) is not entitled to be indemnified against such Expenses. The Indemnitee’s Spouse (or former Spouse) is intended to be a third-party beneficiary under this Agreement.
ARTICLE 3
ADVANCEMENT OF EXPENSES
3.1. Expense Advances; Repayment. Except as set forth in Section 3.2, the Company will, if requested by the Indemnitee, advance to the Indemnitee (hereinafter an “Expense Advance”) any and all Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with any Proceeding. The Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Certificate or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company without regard to the Indemnitee’s ability to repay the Expense Advance. The Indemnitee shall qualify for Expense Advances upon the execution and delivery to the Company of this Agreement, which shall constitute the Indemnitee’s undertaking to repay such Expense Advance if it is ultimately determined, by final decision by a court from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified for such Expenses under the Certificate, Bylaws, the DGCL, this Agreement or otherwise. No other form of undertaking shall be required other than the execution of this Agreement.
3.2. Exclusions. The Indemnitee will not be entitled to any Expense Advance in connection with any of the matters for which indemnity is excluded pursuant to Section 2.4.
3.3. Timing. An Expense Advance pursuant to Section 3.1 will be made within 20 business days after the receipt by the Company of a written statement or statements from the Indemnitee requesting such Expense Advance (which statement or statements will include, if requested by the Company, reasonable detail underlying the Expenses for which the Expense Advance is requested).
ARTICLE 4
CONTRIBUTION
4.1. Contribution in the Event of Joint Liability. If the indemnification provided in Sections 2.1 and 2.2 hereof is not available (but not if prohibited by applicable law or this Agreement), in respect of any Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses and/or Losses incurred by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee, or would be if joined in such Proceeding, on the one hand, and the Indemnitee, on the other hand, from the transaction(s) or event(s) from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) on the one hand, and the Indemnitee, on the other hand, in connection with the transaction(s) or event(s) that resulted in such Expenses and/or Losses, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors and employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) on the one hand, and the Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.
4.2. Indemnification for Contribution Claims by Others. The Company, if not prohibited by applicable law or this Agreement, will fully indemnify and hold the Indemnitee harmless from any claims of contribution which may be brought by other officers, directors or employees of the Company who may be jointly liable with the Indemnitee for any Loss or Expense arising from a Proceeding.
ARTICLE 5
PROCEDURES AND PRESUMPTIONS FOR THE
DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION
5.1. Notification of Claims; Request for Indemnification. The Indemnitee agrees to notify the Company promptly in writing of any claim made against the Indemnitee for which indemnification will or could be sought under this Agreement; provided, however, that a delay in giving, or a failure to give, such notice will not deprive the Indemnitee of any right to be indemnified under this Agreement unless the Company did not otherwise learn of the Proceeding and such delay or failure is materially prejudicial to the Company’s ability to defend such Proceeding, and, if such delay or failure does materially prejudice the Company’s rights, it will relieve the Company from liability only to the extent of such prejudice; and, provided, further, that notice will be deemed to have been given without any action on the part of the Indemnitee in the event the Company is a party to the same Proceeding. Any delay in giving, or a failure to give, notice to the Company will not relieve the Company from any liability for indemnification which it may have to the Indemnitee otherwise than under this Agreement. The Indemnitee may deliver to the Company a written request to have the Company indemnify and hold harmless the Indemnitee in accordance with this Agreement. Subject to Section 5.10, such request may be delivered from time to time and at such time or times as the Indemnitee deems appropriate in the Indemnitee’s discretion. Following such a written request for indemnification, the Indemnitee’s entitlement to indemnification shall be determined in accordance with Section 5.2. The General Counsel of the Company will, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. The Company will be entitled to participate in any Proceeding at its own expense.
5.2. Determination of Right to Indemnification. Upon written request by the Indemnitee for indemnification pursuant to Section 5.1 with respect to any Proceeding, a determination, if, but only if, required by applicable law, with respect to the Indemnitee’s entitlement thereto will be made upon the Final Disposition of such Proceeding: (a) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee or (b) if a Change in Control shall not have occurred, by any of the following methods, which shall be at the election of the Board or the Disinterested Directors, as the case may be, (i) by a majority vote of all Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, even though less than a quorum of the Board, (iii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (iv) if so directed by the Board, by the stockholders of the Company. The Company will promptly advise the Indemnitee in writing with respect to any determination that the Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.
5.3. Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 5.2 will be made by Independent Counsel, the Independent Counsel will be selected as provided in this Section 5.3. The Independent Counsel shall be selected by the Board, and the Company will give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. The Indemnitee may, within 10 days after such written notice of selection is given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 5.1, no Independent Counsel has been selected, or the selection of the Independent Counsel remains the subject of a properly made objection thereto, either the Company or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for the appointment as Independent Counsel of a person selected or designated by the court or for resolution of any objection which has been made by the Indemnitee to the Company’s selection of Independent Counsel and the person so appointed or the person with respect to whom all objections are so resolved will act as Independent Counsel under Section 5.2. The Company will pay any and all fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 5.2, and the Company will pay all fees and expenses incident to the procedures of this Section 5.3, regardless of the manner in which such Independent Counsel was selected or appointed.
5.4. Burden of Proof. In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement. If this Agreement or applicable law should require a determination of the Indemnitee’s good faith or whether the Indemnitee acted in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, the person, persons or entity making such determination shall presume that the Indemnitee has at all times acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. The Indemnitee will be deemed to have acted in good faith if the Indemnitee’s action with respect to the Company or the particular Enterprise is based on the records or books of account of such entity, including financial statements, or on information supplied to the Indemnitee by the officers of such entity in the course of their duties, or on the advice of legal counsel for such entity or on information or records given or reports made to such entity by an independent certified public accountant or by an appraiser or other expert selected by such entity; provided, however, that this sentence will not be deemed to limit in any way the other circumstances in which the Indemnitee may be deemed to have met such standard of conduct. In addition, the knowledge or actions, or failure to act, of any other director, officer, agent or employee of the Company or such Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement.
5.5. No Presumption in the Absence of a Determination or as a Result of an Adverse Determination. Neither the failure of any person, persons or entity chosen to make a determination as to whether the Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by such person, persons or entity that the Indemnitee has not met such standard of conduct or did not have such belief, prior to or after the commencement of any action, suit or proceeding by the Indemnitee to secure a judicial determination that the Indemnitee should be indemnified under this Agreement or under applicable law, will be a defense to the Indemnitee’s claim or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief. In addition, the termination of any Proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by this Agreement or applicable law.
5.6. Presumption Regarding Success. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by final adverse judgment (as to which all rights of appeal therefrom have been exhausted or lapsed) against the Indemnitee (including settlement of such Proceeding with or without payment of money or other consideration), it will be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding.
5.7. Timing of Determination. The Company will use its reasonable best efforts to cause any determination required to be made pursuant to Section 5.2 to be made as promptly as practicable after the later of the date (i) the Indemnitee has submitted a written request for indemnification pursuant to Section 5.1 and (ii) of the Final Disposition of the Proceeding. If the person, persons or entity chosen to make a determination does not make such determination within 30 days after the latest of the date (a) the Company receives the Indemnitee’s request for indemnification pursuant to Section 5.1, (b) the Company receives notice of the Final Disposition of the Proceeding and (c) on which an Independent Counsel is selected pursuant to Section 5.3, if applicable (and all objections to such person, if any, have been resolved), the requisite determination of entitlement to indemnification will be deemed to have been made and the Indemnitee will be entitled to such indemnification, absent (i) the Indemnitee’s failure to fulfill the Indemnitee’s obligations pursuant to Section 5.9, (ii) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification and (iii) a prohibition of such indemnification under applicable law, in the reasonable opinion of the Company based on consultation with outside legal counsel; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining of or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section
5.7 shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 5.2 and if (A) within 15 days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat; provided, however, that such 75-, 15- and 60-day periods may be extended if required to comply with applicable law, rules and regulations.
5.8. Timing of Payments. All payments of Expenses, other than Expense Advances, which are governed by Section 3.3, and other amounts by the Company to the Indemnitee pursuant to this Agreement will be made as soon as practicable after a written request or demand therefor by the Indemnitee is presented to the Company, but in no event later than (i) 30 days after such demand is presented or (ii) as soon as reasonably practicable following such later date as a determination of entitlement to indemnification is made in accordance with Section 5.7, if applicable.
5.9. Cooperation. The Indemnitee will cooperate in all reasonable respects with the person, persons or entity making a determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, in so cooperating with the person, persons or entity making such determination will be borne by the Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company will indemnify the Indemnitee therefor and will hold the Indemnitee harmless therefrom.
5.10. Time for Submission of Request. The Indemnitee shall submit any request for indemnification pursuant to this Article 5 within a reasonable time, not to exceed three years, after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent or other Final Disposition of the Proceeding, with the latest date of the occurrence of any such event to be considered the commencement of the three-year period.
5.11. Security. To the extent requested by the Indemnitee and approved by the Board, the Company may at any time, and from time to time, provide security to the Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to the Indemnitee, may not be revoked or released without prior written consent of the Indemnitee.
ARTICLE 6
LIABILITY INSURANCE
6.1. Company Insurance. The Company currently has in force policies of directors’ and officers’ liability insurance (the “D&O Insurance Policies”). The Company agrees to furnish to Indemnitee copies of such D&O Insurance Policies (including any directors’ and officers’ liability insurance policies that replace D&O Insurance Policies) upon Indemnitee’s request. Subject to Section 6.3, for the duration of the Indemnitee’s service as a director and/or officer of the Company, and thereafter for a period of time equal to the greater of 6 years and the period during which the Indemnitee remains subject to any pending or possible Proceeding, the Company shall cause to be maintained in effect for the benefit of the Indemnitee policies of directors’ and officers’ liability insurance with terms of coverage substantially similar to those provided under the D&O Insurance Policies and in no event less favorable than the terms of coverage provided for the benefit of any other director or officer of the Company or any of its Affiliates.
6.2. Notice to Insurers. If, at the time of receipt by the Company of a notice from any source of a Proceeding as to which the Indemnitee is a party or participant, the Company will give prompt written notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies, and the Company will provide the Indemnitee with a copy of such notice and copies of all subsequent correspondence between the Company and such insurers related thereto. The Company will thereafter take all necessary or desirable actions to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
6.3. Insurance Not Required. Notwithstanding Section 6.1, the Company will have no obligation to obtain or maintain the insurance contemplated by Section 6.1 if the Board determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionately high compared to the amount of coverage provided or if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. The Company will promptly notify the Indemnitee in writing of any such determination not to provide insurance coverage. Notwithstanding the foregoing, in the event of a Change in Control, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance-directors’ and officers’ liability, fiduciary, employment practices or otherwise-in respect of the Indemnitee, for a period of six years thereafter.
ARTICLE 7
REMEDIES OF INDEMNITEE
7.1. Action by the Indemnitee. In the event that (a) a determination is made pursuant to Article 5 that the Indemnitee is not entitled to indemnification under this Agreement, (b) an Expense Advance is not timely made pursuant to Section 3.3, (c) no determination of entitlement to indemnification is made within the applicable time periods specified in Section 5.7, (d) payment of indemnified amounts is not made within the applicable time periods specified in Section 5.8, (e) contribution has not been timely made pursuant to Article 4, (f) D&O Insurance Policies are not maintained in accordance with Article 6, or (g) it should appear to the Indemnitee that the Company has failed to comply with (a) any other provision of this Agreement, (b) any other agreement for indemnification of Indemnitee to which the Company is a party, (c) the indemnification or advancement of expenses provisions in the Bylaws or (d) the liability limitation provision in Article 8 of the Certificate (if the Indemnitee is or was a director or officer of the Company), the Indemnitee will be entitled to an adjudication in the Delaware Chancery Court of the Indemnitee’s entitlement to such indemnification, expense advance, contribution, D&O Insurance Policies coverage or liability limitation.
7.2. De Novo Review if Prior Adverse Determination. In the event that a determination is made pursuant to Article 5 that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Article 7 will be conducted in all respects as a de novo trial on the merits, and the Indemnitee will not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Article 7, the Indemnitee will be presumed to be entitled to indemnification under this Agreement, the Company will have the burden of proving the Indemnitee is not entitled to indemnification, and the Company may not refer to or introduce evidence of any determination pursuant to Article 5 adverse to the Indemnitee for any purpose. If the Indemnitee commences a judicial proceeding pursuant to this Article 7, the Indemnitee will not be required to reimburse the Company for any Expense Advance made pursuant to Article 3 until a final determination is made with respect to the Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
7.3. Company Bound by Favorable Determination by Reviewing Party. If a determination is made that the Indemnitee is entitled to indemnification pursuant to Article 5, the Company will be bound by such determination in any judicial proceeding commenced pursuant to this Article 7, absent (a) a misstatement by the Indemnitee of a material fact or an omission of a material fact necessary to make the Indemnitee’s statements in connection with the request for indemnification not materially misleading or (b) a prohibition of such indemnification under applicable law.
7.4. Company Bears Expenses if the Indemnitee Seeks Adjudication. In the event that the Indemnitee, pursuant to this Article 7, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, (i) this Agreement, (ii) any other agreement for indemnification to which the Company is a party, (iii) the indemnification or advancement of expenses provisions in the Bylaws, (iv) the liability limitation provision in Article 8 of the Certificate, if the Indemnitee is or was a director or officer of the Company, or (v) any director and officer liability insurance policies maintained by the Company, and the Indemnitee is, at least to some extent, successful in such action, the Company will, to the fullest extent permitted by applicable law, indemnify and hold harmless the Indemnitee against any and all Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such judicial adjudication. In addition, if requested by the Indemnitee, the Company will, within 20 business days after receipt by the Company of the written request therefor, pay as an Expense Advance such Expenses, to the fullest extent permitted by applicable law.
7.5. Company Bound by Provisions of this Agreement. The Company will be precluded from asserting in any judicial proceeding commenced pursuant to this Article 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will stipulate in any such judicial proceeding that the Company is bound by all the provisions of this Agreement.
ARTICLE 8
NON-EXCLUSIVITY, SUBROGATION; NO DUPLICATIVE PAYMENTS
8.1. Non-Exclusivity. The rights of indemnification and to receive Expense Advances as provided by this Agreement will not be deemed exclusive of, and shall be in addition to, any other rights to which the Indemnitee may at any time be entitled under applicable law, the Certificate, the Bylaws, any agreement or covenant in an agreement, a vote of stockholders, a resolution of the directors or otherwise. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate, Bylaws and this Agreement, it is the intent of the parties hereto that the Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.
8.2. Subrogation. In the event of any payment by the Company under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee with respect thereto and the Indemnitee will execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights, with all of the Indemnitee’s reasonable Expenses related thereto to be borne by the Company.
8.3. No Duplicative Payments. The Company will not be liable under this Agreement to make any payment of amounts otherwise indemnifiable, or any Expense for which advancement is provided, hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. The Company’s obligation to indemnify or advance Expenses hereunder to the Indemnitee in respect of Proceedings relating to the Indemnitee’s service at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of any other Enterprise will be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise.
ARTICLE 9
DEFENSE OF PROCEEDINGS
9.1. Company Assuming the Defense. Subject to Section 9.3 below, in the event the Company is obligated to pay in advance the Expenses relating to any Proceeding pursuant to Article 3, the Company will be entitled, by written notice to the Indemnitee, to assume the defense of such Proceeding, with counsel approved by the Indemnitee, which approval will not be unreasonably withheld. The Company will identify the counsel it proposes to employ in connection with such defense as part of the written notice sent to the Indemnitee notifying the Indemnitee of the Company’s election to assume such defense, and the Indemnitee will be required, within 10 days following the Indemnitee’s receipt of such notice, to inform the Company of its approval of such counsel or, if it has objections, the reasons therefor. If such objections cannot be resolved by the parties, the Company will identify alternative counsel, which counsel will also be subject to approval by the Indemnitee in accordance with the procedure described in the prior sentence.
9.2. Right of the Indemnitee to Employ Counsel. Following approval of counsel by the Indemnitee pursuant to Section 9.1 and retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee, or on the Indemnitee’s behalf, with respect to the same Proceeding; provided, however, that if counsel to the Indemnitee shall have reasonably concluded that there exists a potential, but not actual, conflict of interest between the Company (or any other person or persons included in a joint defense) and the Indemnitee in the conduct of the defense or representation by such counsel retained by the Company, the Company’s indemnification and expense advancement obligations to the Indemnitee under this Agreement shall include Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, for separate counsel retained by the Indemnitee to monitor the litigation; provided, further, that if such counsel retained by the Indemnitee reasonably concludes that there is an actual conflict between the Company (or any other person or persons included in a joint defense) and the Indemnitee in the conduct of such defense or representation by such counsel retained by the Company, such counsel may assume the Indemnitee’s defense in such proceeding. The existence of an actual or potential conflict, and whether any such conflict may be waived, shall be determined pursuant to the rules of attorney professional conduct and applicable law.
9.3. Company Not Entitled to Assume Defense. Notwithstanding Section 9.1, the Company will not be entitled to assume the defense of any Proceeding brought by or in the right of the Company or any Proceeding as to which counsel retained by the Indemnitee has reasonably concluded that there exists such a conflict as described in the second proviso to the first sentence of Section 9.2.
ARTICLE 10
SETTLEMENT
10.1. When Company’s Prior Consent is Required. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent, such consent not to be unreasonably withheld; provided, however, that if a Change in Control has occurred, the Company shall indemnify the Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement.
10.2. No Adverse Settlement. The Company will not seek, nor will it agree to, consent to, support or agree not to contest any settlement or other resolution of any Proceeding that has the actual or purported effect of extinguishing, limiting or impairing the Indemnitee’s rights hereunder, including, without limitation, the entry of any bar order or other order, decree or stipulation, pursuant to the Private Securities Litigation Reform Act, or any similar federal, state or foreign statute, regulation, rule or law.
ARTICLE 11
MISCELLANEOUS
11.1. Assignment; Binding Effect; Third-Party Beneficiaries. No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party and any such assignment by a party without prior written approval of the other party will be deemed invalid and not binding on such other party; provided, however, that the Company may assign all, but not less than all, of its rights, obligations and interests hereunder to any direct or indirect successor to all, substantially all or a substantial part of the business and/or assets of the Company by purchase, merger, consolidation or otherwise. All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors, permitted assigns, Spouses, heirs, executors and personal and legal representatives. Except as expressly provided in the previous sentence and in Section 2.7, there are no third-party beneficiaries having rights under or with respect to this Agreement. The Company shall exercise its best efforts to require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The indemnification provided under this Agreement shall continue as to the Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to any indemnifiable event hereunder even though the Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.
11.2. Notices. All notices, requests and other communications provided for or permitted to be given under this Agreement must be in writing and be given by personal delivery, by certified or registered United States mail postage prepaid, return receipt requested, by a nationally recognized overnight delivery service for next day delivery, or by facsimile transmission, as follows or to such other address as either party may give in a notice given in accordance with the provisions hereof:
If to Company:
Knife River Corporation
Mailing Address:
1150 West Century Avenue
Bismarck, ND 58503
Attention: Vice President, Chief Legal Officer and Secretary
Telephone: (701) 530-1400
If to Indemnitee:
Sarah L. Stevens
868 NW Haleakala Way
Bend, OR 97703
All notices, requests or other communications will be effective and deemed given only as follows: (a) if given by personal delivery, upon such personal delivery, (b) if sent by certified or registered mail, on the fifth business day after being deposited in the United States mail, (c) if sent for next day delivery by overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery or (d) if sent by facsimile, upon the transmitter’s confirmation of receipt of such facsimile transmission, except that if such confirmation is received after 5:00 p.m. in the recipient’s time zone on a business day, or is received on a day that is not a business day, then such notice, request or communication will not be deemed effective or given until the next succeeding business day. Notices, requests and other communications sent in any other manner, including by electronic mail, will not be effective.
11.3. Specific Performance; Remedies. Each party hereby acknowledges and agrees that the other party would be damaged irreparably if any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached, that a remedy at law would be an inadequate remedy for any such breach, and that, in event of such breach, the party so harmed, in addition to any other relief available to it at law or in equity, shall be entitled to temporary and/or permanent injunctive relief and/or specific performance. Each party hereby agrees to waive any requirement for the securing or posting of any bond or the proof of damages in connection with the petition for any injunctive relief or other equitable remedy.
11.4. Headings. The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.
11.5. Governing Law and Consent to Jurisdiction. (a) This Agreement shall be governed by and construed and interpreted in accordance with the internal laws of the State of Delaware without regard to any choice of law or conflict of law, choice of forum or other provision, rule or principle (whether of the State of Delaware or any other jurisdiction) that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The parties hereby irrevocably (i) submit themselves to the exclusive jurisdiction of the Delaware Chancery Court with respect to any action, suit or proceeding arising out of or in connection with this Agreement and (ii) waive the right and hereby agree not to assert by way of motion, as a defense or otherwise in any action, suit or other legal proceeding brought in such court, any claim that they are not subject to the jurisdiction of such court, that such action, suit or proceeding is brought in an inconvenient forum or that the venue of such action, suit or proceeding is improper.
Each party also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 11.2.
(b) The Indemnitee hereby consents to be identified as an “officer” for purposes of 10 Del. C. Section 3114(b), regardless of whether the Indemnitee would otherwise fall within the definition of “officer” set forth in that section.
11.6. Certificate. The Company will also maintain in full force and effect a provision in the Certificate eliminating liability of a director for breach of fiduciary duty to the fullest extent permitted by Section 102(b)(7) of the DGCL, as the same exists or may hereafter be amended, or any successor thereto.
11.7. Period of Limitations. No legal action arising out of or in connection with this Agreement shall be brought and no cause of action arising out of or in connection with this Agreement shall be asserted by or on behalf of the Company or any of its Affiliates against the Indemnitee, the Indemnitee’s respective successors, permitted assigns, heirs, executors and personal and legal representatives after the expiration of two years from the date of accrual of such cause of action, or such longer period as may be required by federal or state law under the circumstances. Any claim or cause of action of the Company or its Affiliate shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern.
11.8. Service to the Company. Nothing in this Agreement shall be construed as giving the Indemnitee any right to be retained in the employ of, or, with respect to service as a director, to continue providing services to, the Company or any Affiliate.
11.9. Amendment. This Agreement may not be amended or modified except by a writing signed by all of the parties.
11.10. Extensions; Waivers. Any party may, for itself only, (a) extend the time for the performance of any of the obligations of any other party under this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any such extension or waiver will be valid only if set forth in a writing signed by the party to be bound thereby. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to exercise any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.
11.11. Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance with its terms, the parties agree that the court judicially making such determination may delete specific words or phrases or otherwise modify the provision in a manner consistent with its objectives such that it is enforceable, and in its modified form, such provision will then be enforceable and will be enforced.
11.12. Counterparts. This Agreement may be executed in two or more counterparts, which may be delivered via facsimile, each of which shall be binding as of the date first written above, and, when delivered, all of which shall constitute one and the same instrument. This Agreement and any documents delivered pursuant hereto, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or as an attachment to an electronic mail message in “pdf” or similar format, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail attachment in “pdf” or similar format to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or as an attachment to an electronic mail message as a defense to the formation of a contract and each such party forever waives any such defense. A facsimile signature or electronically scanned copy of a signature shall constitute and shall be deemed to be sufficient evidence of a party’s execution of this Agreement, without necessity of further proof. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.
11.13. Construction. The words “include,” “includes” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties intend that each representation, warranty and covenant contained herein will have independent significance. If any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter, regardless of the relative levels of specificity, which the party has not breached will not detract from or mitigate the fact that the party is in breach of the first representation, warranty or covenant. There shall be no presumption that any ambiguities in this Agreement shall be resolved against any particular party. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
By: /s/ Sarah L. Stevens
Name: Sarah L. Stevens
Title: Vice President and Chief People Officer
KNIFE RIVER CORPORATION
By: /s/ Brian R. Gray
Name: Brian R. Gray
Title: President and Chief Executive Officer
EX-31.1
7
a2025q1ex311.htm
KNIFE RIVER CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Document
CERTIFICATION
I, Brian R. Gray, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Knife River Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 6, 2025
/s/ Brian R. Gray
Brian R. Gray
President and Chief Executive Officer
EX-31.2
8
a2025q1ex312.htm
KNIFE RIVER CERTIFICATION OF CHIEF FINANCIAL OFFICER
Document
CERTIFICATION
I, Nathan W. Ring, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Knife River Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 6, 2025
/s/ Nathan W. Ring
Nathan W. Ring
Vice President and Chief Financial Officer
EX-32
9
a2025q1ex32.htm
KNIFE RIVER CERTIFICATION OF CEO AND CFO
Document
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned, Brian R. Gray, the President and Chief Executive Officer, and Nathan W. Ring, the Vice President and Chief Financial Officer of Knife River Corporation (the "Company"), DOES HEREBY CERTIFY that:
1. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the "Report"), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
IN WITNESS WHERE OF, each of the undersigned has executed this statement this 6th day of May, 2025.
/s/ Brian R. Gray
Brian R. Gray
President and Chief Executive Officer
/s/ Nathan W. Ring
Nathan W. Ring
Vice President and Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to Knife River Corporation and will be retained by Knife River Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
EX-95
10
a2025q1ex95.htm
KNIFE RIVER MINE SAFETY DISCLOSURES
Document
KNIFE RIVER CORPORATION
MINE SAFETY INFORMATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) requires issuers to include in periodic reports filed with the SEC certain information relating to citations or orders for violations of standards under the Federal Mine Safety and Health Act of 1977 (Mine Act), as amended by the Mine Improvement and New Emergency Response Act of 2006 (Mine Safety Act). The Dodd-Frank Act requires reporting of the following types of citations or orders:
1. Citations issued under Section 104 of the Mine Safety Act for violations that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard.
2. Orders issued under Section 104(b) of the Mine Safety Act. Orders are issued under this section when citations issued under Section 104 have not been totally abated within the time period allowed by the citation or subsequent extensions.
3. Citations or orders issued under Section 104(d) of the Mine Safety Act. Citations or orders are issued under this section when it has been determined that the violation is caused by an unwarrantable failure of the mine operator to comply with the standards. An unwarrantable failure occurs when the mine operator is deemed to have engaged in aggravated conduct constituting more than ordinary negligence.
4. Citations issued under Section 110(b)(2) of the Mine Safety Act for flagrant violations. Violations are considered flagrant for repeat or reckless failures to make reasonable efforts to eliminate a known violation of a mandatory health and safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.
5. Imminent danger orders issued under Section 107(a) of the Mine Safety Act. An imminent danger is defined as the existence of any condition or practice in a coal or other mine which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated.
6. Notice received under Section 104(e) of the Mine Safety Act of a pattern of violations or the potential to have such a pattern of violations that could significantly and substantially contribute to the cause and effect of mine health and safety standards.
During the three months ended March 31, 2025, none of the Company's operating subsidiaries received citations or orders under the following sections of the Mine Safety Act: 104(b), 104(d), 110(b)(2), 107(a) or 104(e). The Company not have any mining-related fatalities during this period.
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| MSHA Identification Number/Contractor ID |
Section 104 S&S Citations (#) |
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Total Dollar Value of MSHA Assessments Proposed ($) |
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| 04-05140 |
1 |
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|
$ |
151 |
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| 10-02089 |
2 |
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5,378 |
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|
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| 21-00462 |
— |
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1,818 |
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| 24-00462 |
1 |
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— |
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| 35-00634 |
— |
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1,320 |
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| 35-03022 |
1 |
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— |
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| 35-03404 |
1 |
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— |
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| 35-03595 |
— |
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302 |
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| 48-01518 |
2 |
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— |
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8 |
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$ |
8,969 |
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Legal actions pending before the Federal Mine Safety and Health Review Commission (the Commission) may involve, among other questions, challenges by operators to citations, orders and penalties they have received from the Federal Mine Safety and Health Administration (MSHA) or complaints of discrimination by miners under section 105 of the Mine Act. The following is a brief description of the types of legal actions that may be brought before the Commission.
•Contests of Citations and Orders - A contest proceeding may be filed with the Commission by operators, miners or miners' representatives to challenge the issuance of a citation or order issued by MSHA.
•Contests of Proposed Penalties (Petitions for Assessment of Penalties) - A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the alleged violation contained in a citation or order.
•Complaints for Compensation - A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.
•Complaints of Discharge, Discrimination or Interference - A discrimination proceeding is a case that involves a miner's allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint.
•Applications for Temporary Relief - Applications for temporary relief from any modification or termination of any order or from any order issued under section 104 of the Mine Act.
•Appeals of Judges' Decisions or Orders to the Commission - A filing with the Commission for discretionary review of a judge's decision or order by a person who has been adversely affected or aggrieved by such decision or order.
The following table reflects the types of legal actions pending before the Commission as of March 31, 2025:
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| MSHA Identification Number |
Contests of Citations and Orders |
Contests of Proposed Penalties |
Complaints for Compensation |
Complaints of Discharge, Discrimination or Interference |
Applications for Temporary Relief |
Appeals of Judges' Decisions or Orders to the Commission |
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— |
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— |
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— |
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— |
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— |
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— |
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