Knife River pany(KNF) - 2025 Q2 - Quarterly Report

Part I -- Financial Information Financial Statements The unaudited consolidated financial statements for Q2 and YTD June 2025 show a net loss, significant asset growth, and increased debt, primarily due to recent acquisitions Consolidated Statements of Operations For Q2 2025, total revenues increased, but gross profit, operating income, and net income declined, leading to a year-to-date net loss compared to prior-year income Consolidated Statements of Operations Highlights (In thousands, except per share amounts) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $833,759 | $806,906 | $1,187,231 | $1,136,496 | | Gross Profit | $157,246 | $176,220 | $147,652 | $182,713 | | Operating Income | $88,076 | $116,746 | $5,424 | $63,018 | | Net Income (Loss) | $50,603 | $77,929 | $(18,107) | $30,301 | | Diluted EPS | $0.89 | $1.37 | $(0.32) | $0.53 | Consolidated Balance Sheets As of June 30, 2025, total assets significantly increased to $3.63 billion, primarily due to acquisitions boosting property, plant, and equipment and goodwill, while long-term debt also rose to $1.34 billion Key Balance Sheet Items (In thousands) | Account | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Total Current Assets | $1,103,280 | $987,668 | | Net Property, Plant and Equipment | $1,924,220 | $1,441,700 | | Goodwill | $464,133 | $297,225 | | Total Assets | $3,631,463 | $2,851,202 | | Total Current Liabilities | $397,206 | $370,037 | | Long-term Debt | $1,341,174 | $666,911 | | Total Liabilities | $2,170,346 | $1,375,117 | | Total Stockholders' Equity | $1,461,117 | $1,476,085 | Consolidated Statements of Cash Flows For the first half of 2025, cash usage significantly increased in operating and investing activities, primarily due to a net loss, working capital needs, and substantial acquisition-related spending, largely funded by new long-term debt Cash Flow Summary - Six Months Ended June 30 (In thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(167,847) | $(89,777) | | Net Cash Used in Investing Activities | $(701,945) | $(110,198) | | Net Cash Provided by (Used in) Financing Activities | $666,326 | $(5,176) | | Decrease in Cash | $(203,466) | $(205,151) | Notes to Consolidated Financial Statements The notes detail accounting policies, segment reorganization, the significant Strata Corporation acquisition, credit agreement amendments for financing, and the company's $1.25 billion backlog - In January 2025, the company reorganized its business into four new reportable segments: West, Mountain, Central, and Energy Services. All prior period data has been recast to reflect this new structure[13][32][85] - On March 7, 2025, the company acquired Strata Corporation for a total purchase price of $454.0 million. The acquisition contributed $49.8 million in revenue and a net loss of $7.0 million for the period ended June 30, 2025[35][59][65] - As of June 30, 2025, the company's remaining performance obligations (backlog) totaled $1.25 billion, of which $998.5 million is expected to be recognized as revenue within the next 12 months[56] - The company amended its senior secured credit agreement in March 2025, increasing its revolving credit facility to $500 million and adding a new $500 million Term Loan B to fund acquisitions and other activities[82] Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Management attributes the year-to-date revenue increase to acquisitions and pricing, while gross profit and Adjusted EBITDA declined due to lower volumes, competitive pressures, and integration costs, with backlog growing due to public funding and capital focused on strategic growth and efficiency Consolidated Financial Overview (In millions) | Metric | YTD 2025 | YTD 2024 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $1,187.2 | $1,136.5 | 4% | | Gross Profit | $147.6 | $182.7 | (19)% | | Net Income (Loss) | $(18.1) | $30.3 | (160)% | | Adjusted EBITDA | $102.8 | $136.6 | (25)% | - Contracting services backlog increased to $1.25 billion at June 30, 2025, up from $988.5 million a year prior. Approximately 91% of the current backlog relates to publicly funded projects[114] - The company is focused on its 'EDGE' strategy to improve margins through process improvement teams (PIT Crews), standardization, and commercial and operational excellence initiatives[119][120] Market Conditions and Outlook The market outlook is positive due to strong infrastructure funding and increased backlog, despite challenges from project delays, Oregon's funding shortfall, and business seasonality, with the company pursuing growth through acquisitions and organic projects Contracting Services Backlog (In millions) | Segment | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | West | $282.4 | $320.8 | | Mountain | $483.4 | $365.5 | | Central | $487.6 | $302.2 | | Total | $1,253.4 | $988.5 | - Strong public funding continues, with the Infrastructure Investment and Jobs Act (IIJA) providing a significant tailwind. However, Oregon's DOT budget shortfall is creating a headwind for 2025[118] - Growth initiatives include the recent acquisition of Strata Corporation and a subsequent acquisition in Central Oregon, alongside organic projects like an aggregates expansion in South Dakota and a new ready-mix operation in Idaho[122][123] Business Segment Financial and Operating Data Q2 2025 segment performance varied, with Central and Energy Services showing revenue growth driven by acquisitions, while West and Mountain segments experienced declines due to project timing and weather, and Energy Services' EBITDA margin compressed due to competitive pressures Segment EBITDA - Q2 2025 vs Q2 2024 (In millions) | Segment | Q2 2025 EBITDA | Q2 2024 EBITDA | % Change | | :--- | :--- | :--- | :--- | | West | $60.7 | $68.5 | (11)% | | Mountain | $30.9 | $43.1 | (28)% | | Central | $44.4 | $36.2 | 23% | | Energy Services | $17.1 | $19.4 | (12)% | | Total Segment EBITDA | $153.1 | $167.2 | (8)% | - The Central segment's performance was significantly boosted by the Strata acquisition, which contributed $46.9 million in revenue in Q2 2025[166] - The West and Mountain segments experienced revenue and EBITDA declines due to reduced public-agency work in Oregon, project timing, and unfavorable weather[156][161] Liquidity and Capital Resources As of June 30, 2025, the company maintained liquidity with cash and credit availability, but cash used in operations increased, while significant capital expenditures and acquisitions were largely funded by a new $500 million Term Loan B - At June 30, 2025, the company had total liquidity of approximately $320.6 million, consisting of $26.6 million in cash and $294.0 million in borrowing capacity[178] - For the first six months of 2025, the company spent $501.9 million on acquisitions and $228.6 million on total capital expenditures[183][186] - Long-term debt increased by approximately $680.0 million from year-end 2024, primarily from a new $500 million Term Loan B and $183 million drawn on the revolving credit facility[190] Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk is interest rate exposure from its variable-rate debt, where a 1.00% increase would raise annual interest expense by $9.4 million, with no material changes to commodity price risk - A hypothetical 1.00% increase in interest rates would increase the company's annual interest expense by $9.4 million based on the $944.8 million of variable-rate debt outstanding at June 30, 2025[203] Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with recent acquisitions, Albina Asphalt and Strata Corporation, temporarily excluded from internal control assessment during integration - The CEO and CFO concluded that disclosure controls and procedures were effective as of the end of the reporting period[206] - The internal controls of the recently acquired Albina Asphalt and Strata Corporation are currently excluded from management's assessment of internal control over financial reporting[207] Part II -- Other Information Legal Proceedings The company reports no material changes to legal proceedings previously disclosed in its 2024 Annual Report on Form 10-K - There were no material changes to the Company's legal proceedings from the 2024 Annual Report[211] Risk Factors The report refers investors to the risk factors disclosed in Part I, Item 1A of its 2024 Annual Report on Form 10-K for a comprehensive discussion of potential risks - The company directs readers to its 2024 Annual Report for a full description of risk factors[212] Mine Safety Disclosures Information regarding mine safety violations and other regulatory matters, as required by the Dodd-Frank Act, is provided in Exhibit 95 to this Form 10-Q - Mine safety disclosures are provided in Exhibit 95 to the Form 10-Q[215]