Granite Construction Inc.
02/13/2026 | Press release | Distributed by Public on 02/13/2026 05:01
Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
We deliver infrastructure solutions for public and private clients primarily in the United States. We are one of the largest diversified, vertically integrated civil contractors and construction materials producers in the United States. Within the public sector, we primarily concentrate on infrastructure projects, including the construction of streets, roads, highways, mass transit facilities, airport infrastructure, bridges, dams, power-related facilities, utilities, tunnels, water well drilling and other infrastructure-related projects. Within the private sector, we perform various services such as site preparation, mining services and infrastructure services for commercial and industrial sites, railways, residential development, energy development, as well as provide construction management professional services. We own and lease aggregate reserves and own processing plants that are vertically integrated into our construction operations and we also produce construction materials for sale to third parties.
We have vertically integrated operations across Alaska, Arizona, California, Kentucky, Louisiana, Mississippi, Nevada, Oregon, Tennessee, Utah and Washington in addition to regional civil construction home markets in the Midwest, Florida and Texas. Our Construction segment also operates national businesses within the Tunnel division and the Federal division, which performs civil construction across the continental United States and Guam, the Industrial & Energy division, which primarily focuses on commercial solar construction projects, and the Layne division, which performs water well drilling, rehabilitation services and mineral exploration services.
Our reportable segments are the same as our operating segments and correspond with how our chief operating decision maker, or decision-making group (our "CODM"), regularly reviews financial information to allocate resources and assess performance. We previously identified our CODM as our Chief Executive Officer ("CEO") and our Chief Operating Officer ("COO"). Following our COO's retirement on July 4, 2025, our CEO assumed sole responsibility as the CODM. Our reportable segments are: Construction and Materials. The Construction segment focuses on construction and rehabilitation of roads, pavement preservation, bridges, rail lines, airports, marine ports, dams, reservoirs, aqueducts, infrastructure and site development for use by the general public and water-related construction for municipal agencies, commercial water suppliers, industrial facilities and energy companies. It also provides construction of various complex projects including infrastructure and site development, mining, public safety, tunnel, solar, battery storage and other power-related projects. The Materials segment focuses on production and delivery of aggregates, asphalt concrete, liquid asphalt and recycled materials for internal use in our construction projects and for sale to third parties. See Note 21 of "Notes to the Consolidated Financial Statements" for additional information about our reportable segments.
The five primary economic drivers of our business are (i) the overall health of the U.S. economy including access to resources (labor, supplies and subcontractors); (ii) federal, state and local public funding levels; (iii) population growth resulting in public and private development; (iv) the need to build, replace or repair aging infrastructure; and (v) the pricing of certain commodity related products. A stagnant or declining economy will generally result in reduced demand for construction and construction materials in the private sector. This reduced demand increases competition for private sector projects and will ultimately also increase competition in the public sector as companies migrate from bidding on scarce private sector work to projects in the public sector. In addition, a stagnant or declining economy tends to produce less tax revenue for public agencies, thereby decreasing a source of funds available for spending on public infrastructure improvements. Some funding sources that have been specifically earmarked for infrastructure spending, such as diesel and gasoline taxes, are not as directly affected by a stagnant or declining economy, unless actual consumption is reduced or gasoline sales tax revenues decline consistent with fuel prices. However, even these can be temporarily at risk as federal, state and local governments take actions to balance their budgets. Conversely, increased levels of public funding as well as an expanding or robust economy will generally increase demand for our services and products and provide opportunities for revenue growth and margin improvement.
Critical Accounting Estimates
The financial statements included in "Item 8. Financial Statements and Supplementary Data" have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of these financial statements requires management to make estimates that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Our estimates and related judgments and assumptions are continually evaluated based on available information and experiences; however, actual amounts could differ from those estimates.
The following are our most critical accounting estimates that involve management judgment and can have significant effects on our reported results of operations.
Revenue Recognition
Our revenue is primarily derived from construction contracts that can span several quarters or years in our Construction segment and from sales of construction related materials in our Materials segment. We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, and subsequently issued additional related ASUs. The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the forecasted revenue and cost to complete each project. Cost estimates for all of our significant projects use a detailed "bottom up" approach. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include:
•changes in costs of labor and/or materials;
•subcontractor costs, availability and/or performance issues;
•extended overhead and other costs due to owner, weather and other delays;
•changes in productivity expectations;
•changes from original design on design-build projects;
•our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs;
•a change in the availability and proximity of equipment and materials;
•complexity in original design;
•length of time to complete the project;
•the availability and skill level of workers in the geographic location of the project;
•site conditions that differ from those assumed in the original bid;
•costs associated with scope changes; and
•the customer's ability to properly administer the contract.
The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit and gross profit margin from period to period. Significant changes in revenue and cost estimates, particularly in our larger, more complex, multi-year projects have had, and in the future could have, a significant effect on our profitability. Due to the number of factors that can contribute to changes in estimates of contract cost and profitability, the sensitivity of reported amounts to the assumptions underlying the estimate's calculation is not reasonably available or meaningful. However, Note 3 of "Notes to the Consolidated Financial Statements" presents the impact material revisions in estimates had on the periods covered by this report.
Fair Value Measurement - Acquired Mineral Reserves
In 2025, we acquired businesses that included aggregates quarries with significant mineral reserves (See Note 2 of "Notes to the Consolidated Financial Statements"). We accounted for these transactions in accordance with ASC Topic 805, Business Combinations ("ASC 805"), and the preliminary purchase prices were allocated to assets acquired and liabilities assumed based on their estimated fair values as of the respective acquisition dates. This determination of fair value requires us to make estimates and use valuation techniques when a market value is not readily available.
We estimate the fair value of acquired mineral reserves using discounted cash flow models which involve significant assumptions such as the forecasted revenues, projected earnings before interest, taxes, depreciation and amortization ("EBITDA") margins, and a discount rate. In determining the amount of reserves acquired, evaluations were completed by or under the supervision of qualified person(s) using industry best practices. See "Quarry Properties" under "Item 2. Properties," for information on our reserves and methodology for estimating aggregate mineral resources and reserves. There are inherent uncertainties related to each of the above listed assumptions, and our judgment in applying them. These assumptions and estimates may change significantly in the future and could result in material impairment charges. Such changes could have a material adverse effect on our financial position and results of operations.
With all other factors remaining constant, a 0.5% decrease in the discount rate would cause a $19.5 million increase in the value of the acquired mineral reserves, while a 0.5% increase in the discount rate would cause a $17.6 million decrease in the value of the acquired mineral reserves. With all other factors remaining constant, a 1.0% change in the projected EBITDA margins would cause a $3.8 million increase or decrease in the value of the mineral reserves.
Current Economic Environment and Outlook
Funding for our public work projects, which account for approximately 85% of our portfolio, is dependent on federal, state, regional and local revenues. At the federal level, the $1.2 trillion Infrastructure Investment and Jobs Act ("IIJA") has increased federal highway, bridge and transit funding to its highest level in more than six decades with $550 billion in incremental funding over five years. The increased multi-year spending commitment improved the programming visibility for state and local governments and drove an increase in project lettings that started in 2023, and continued through 2025. With the IIJA ending in September of 2026, discussions have begun in Congress concerning a replacement bill.
At state, regional and local levels, voter-approved state and local transportation measures continue to support infrastructure spending. While each market is unique, we see a strong funding environment at the state and local levels aided by the IIJA. In California, our top revenue-generating state, despite overall budgetary concerns, a significant part of the state infrastructure spend is funded through Senate Bill 1 (SB-1), the Road Repair and Accountability Act of 2017, a 10-year, $54.2 billion program, which may only be used for transportation-related purposes, without any sunset provisions.
Over the last several years, inflation, supply chain and labor constraints have had a significant impact on the global economy including Granite and others in the construction industry in the United States. Recently, concerns over tariffs have been a major source of uncertainty in the economy. To date, we have not experienced a material financial impact due to tariffs. It is impossible to fully mitigate the potential impacts of the foregoing macro-economic factors and they may negatively impact us in the future. However, where practicable, we have applied proactive measures to mitigate these macro-economic factors, such as fixed forward purchase contracts of oil related inputs, energy surcharges, and adjustment of project schedules for constraints related to construction materials such as concrete.
Our Committed and Awarded Projects ("CAP") balance continues to be strong with $7.0 billion at the end of the fourth quarter of 2025. Our CAP is supported by a positive public funding environment and strength in the private markets we serve, which we believe will provide further opportunities for continued CAP growth in 2026.
Acquisitions
Cinderlite
On October 3, 2025, we completed the acquisition of Cinderlite Trucking Corporation and related assets ("Cinderlite") for $58.5 million in cash, subject to customary closing adjustments. We purchased all of the outstanding equity interest of Cinderlite, which is a construction materials, landscape supply, and transportation company in Carson City, Nevada. This acquisition aligns with our strategy of enhancing our vertical integration by strengthening our existing home markets.
Warren Paving
On August 5, 2025, we completed the acquisition of Slats Lucas, LLC and Warren Paving, Inc. (collectively, "Warren Paving") for $540.0 million in cash, subject to customary closing adjustments. Warren Paving is a vertically-integrated asphalt contractor and aggregate producer with operations along the Gulf Coast and Mississippi River. This acquisition aligns with our strategy to expand our presence into new geographies with future growth opportunities while supporting our existing operations, particularly the Materials segment.
Papich Construction
On August 5, 2025, we completed the acquisition of Papich Construction Company, Inc. ("Papich Construction") for $170.0 million in cash, subject to customary closing adjustments. Papich Construction is a provider of construction services and materials in California's Central Coast and Central Valley regions. This acquisition aligns with our strategy of enhancing our vertical integration by strengthening our existing home markets.
Dickerson & Bowen, Inc.
On August 9, 2024, we acquired Dickerson & Bowen, Inc. ("D&B"). D&B is an aggregates, asphalt, and highway construction company serving central and southern Mississippi.
2025 Acquisition Financing
On August 5, 2025, we entered into the Fifth Amended and Restated Credit Agreement (the "Credit Agreement"), which provided for (1) a $600.0 million senior secured revolving credit facility (the "Revolver"), (2) a $600.0 million senior secured term loan (the "Initial Term Loan") and (3) an additional $75.0 million senior secured term loan ("Delayed Draw Term Loan").
The Warren Paving, Papich Construction and Cinderlite acquisitions were funded with proceeds from the Initial Term Loan, the Delayed Draw Term Loan, a $10.0 million draw on our Revolver and from cash on hand. The $10.0 million Revolver draw was repaid during the third quarter and the $75.0 million Delayed Draw Term Loan was repaid on October 31, 2025.
See Note 1 and Note 2 of "Notes to the Consolidated Financial Statements" for further information about the above acquisitions and Note 14 of "Notes to the Consolidated Financial Statements" for further information about the debt transactions.
Results of Operations
Our operations are typically affected more by inclement weather conditions during the first and fourth quarters of our fiscal year which may alter our construction schedules and can create variability in our revenues and profitability.
| Years Ended December 31, | 2025 | 2024 | 2023 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Total revenue | $ | 4,424,379 | $ | 4,007,574 | $ | 3,509,138 | |||||||||||
| Gross profit | $ | 711,216 | $ | 572,697 | $ | 396,399 | |||||||||||
| Selling, general and administrative expenses | $ | 407,561 | $ | 334,162 | $ | 294,466 | |||||||||||
|
Other costs, net (see Note 1 of "Notes to the Consolidated Financial Statements")
|
$ | 41,416 | $ | 39,936 | $ | 50,217 | |||||||||||
| Gain on sales of property and equipment, net | $ | (20,207) | $ | (8,764) | $ | (28,346) | |||||||||||
| Operating income | $ | 282,446 | $ | 207,363 | $ | 80,062 | |||||||||||
| Total other (income) expense, net | $ | (6,381) | $ | 11,171 | $ | 20,208 | |||||||||||
| Amount attributable to non-controlling interests | $ | (27,348) | $ | (14,097) | $ | 14,012 | |||||||||||
| Net income attributable to Granite Construction Incorporated | $ | 193,003 | $ | 126,346 | $ | 43,599 | |||||||||||
Revenue
Total Revenue by Segment
| Years Ended December 31, | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Construction | $ | 3,654,880 | 82.6 | % | $ | 3,415,225 | 85.2 | % | $ | 2,992,254 | 85.3 | % | |||||||||||||||||||||||
| Materials | 769,499 | 17.4 | 592,349 | 14.8 | 516,884 | 14.7 | |||||||||||||||||||||||||||||
| Total | $ | 4,424,379 | 100.0 | % | $ | 4,007,574 | 100.0 | % | $ | 3,509,138 | 100.0 | % | |||||||||||||||||||||||
Construction Revenue
| Years Ended December 31, | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Public | $ | 2,608,430 | 71.4 | % | $ | 2,531,379 | 74.1 | % | $ | 2,064,078 | 69.0 | % | |||||||||||||||||||||||
| Private | 1,046,450 | 28.6 | 883,846 | 25.9 | 928,176 | 31.0 | |||||||||||||||||||||||||||||
| Total | $ | 3,654,880 | 100.0 | % | $ | 3,415,225 | 100.0 | % | $ | 2,992,254 | 100.0 | % | |||||||||||||||||||||||
Construction revenue in 2025 increased by $239.7 million, or 7.0%, compared to 2024. This increase was primarily driven by $112.1 million of construction revenue from our recently acquired businesses, Warren Paving and Papich Construction, during 2025. Additionally, D&B construction revenue increased $23.6 million year-over-year. Our remaining Construction revenue increased year-over-year driven primarily by higher CAP entering the year.
Materials Revenue
| Years Ended December 31, | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Aggregates | $ | 308,781 | 40.1 | % | $ | 196,232 | 33.1 | % | $ | 176,564 | 34.2 | % | |||||||||||||||||||||||
| Asphalt | 458,836 | 59.7 | 395,798 | 66.8 | 339,608 | 65.7 | |||||||||||||||||||||||||||||
| Other | $ | 1,882 | 0.2 | % | $ | 319 | 0.1 | % | $ | 712 | 0.1 | % | |||||||||||||||||||||||
| Total | $ | 769,499 | 100.0 | % | $ | 592,349 | 100.0 | % | $ | 516,884 | 100.0 | % | |||||||||||||||||||||||
Materials revenue in 2025 increased by $177.2 million, or 29.9%, when compared to 2024. This increase was primarily driven by materials revenue from our recently acquired businesses, Warren Paving, Papich Construction and Cinderlite, of $106.4 million during 2025. Additionally, materials revenue increased due to higher sales volumes and prices in both aggregates and asphalt.
Committed and Awarded Projects
CAP consists of two components: (1) unearned revenue and (2) other awards. Unearned revenue includes the revenue we expect to record in the future on executed contracts, including 100% of our consolidated joint venture contracts and our proportionate share of unconsolidated joint venture contracts. We generally include a project in unearned revenue at the time a contract is awarded, the contract has been executed and to the extent we believe funding is probable. Contract options and task orders are included in unearned revenue when exercised or issued, respectively. Certain government contracts where funding is appropriated on a periodic basis are included in unearned revenue at the time of the award when it is probable the contract value will be funded and executed.
Other awards include the general construction portion of construction management/general contractor ("CM/GC") contracts and awarded contracts with unexercised contract options or unissued task orders. The general construction portion of CM/GC contracts are included in other awards to the extent contract execution and funding is probable. Contracts with unexercised contract options or unissued task orders are included in other awards to the extent option exercise or task order issuance is probable. All CAP is in the Construction segment.
| December 31, | 2025 | 2024 | |||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Unearned revenue | $ | 4,123,113 | 59.2 | % | $ | 3,584,378 | 67.7 | % | |||||||||||||||
| Other awards | 2,846,259 | 40.8 | 1,711,689 | 32.3 | |||||||||||||||||||
| Total | $ | 6,969,372 | 100.0 | % | $ | 5,296,067 | 100.0 | % | |||||||||||||||
| December 31, | 2025 | 2024 | |||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Public | $ | 6,058,998 | 86.9 | % | $ | 4,120,821 | 77.8 | % | |||||||||||||||
| Private | 910,374 | 13.1 | 1,175,246 | 22.2 | |||||||||||||||||||
| Total | $ | 6,969,372 | 100.0 | % | $ | 5,296,067 | 100.0 | % | |||||||||||||||
CAP of $7.0 billion at December 31, 2025 was $1.7 billion, or 32%, higher than December 31, 2024. The most significant additions to CAP during 2025 included $494 million for a highway project in Nevada, $350 million for a drainage improvement project in Illinois, $327 million for two federal projects, $232 million for a water infrastructure project in Nevada, and $225 million for a tunnel project in Kentucky, all of which are for customers in the public sector.
Non-controlling partners' share of CAP as of December 31, 2025 and 2024 was $361.4 million and $331.1 million, respectively.
At December 31, 2025 and 2024, one contract with remaining CAP of $10.0 million or more per project had total forecasted losses with remaining revenue of $25.6 million, or 0.4% of total CAP, and $64.4 million, or 1.2% of total CAP, respectively. Provisions are recognized in the consolidated statements of operations for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue.
Gross Profit
The following table presents gross profit by reportable segment for the respective periods:
| Years Ended December 31, | 2025 | 2024 | 2023 | ||||||||||||||
| (dollars in thousands) | |||||||||||||||||
| Construction | $ | 574,178 | $ | 491,002 | $ | 325,055 | |||||||||||
| Percent of segment revenue | 15.7 | % | 14.4 | % | 10.9 | % | |||||||||||
| Materials | 137,038 | 81,695 | 71,344 | ||||||||||||||
| Percent of segment revenue | 17.8 | 13.8 | 13.8 | ||||||||||||||
| Total gross profit | $ | 711,216 | $ | 572,697 | $ | 396,399 | |||||||||||
| Percent of total revenue | 16.1 | % | 14.3 | % | 11.3 | % | |||||||||||
Construction gross profit for the year ended December 31, 2025 increased by $83.2 million, or 16.9%, when compared to 2024, primarily due to higher revenue and improved project execution across our project portfolio. We also recognized more net increases from revisions in estimates due to claim settlements than in the prior year. For further discussion of projects with revisions in estimates which individually had an impact of $5.0 million or more on gross profit, see Note 3 of "Notes to the Consolidated Financial Statements." Additionally, construction gross profit from our recently acquired businesses, Warren Paving and Papich Construction, was $11.8 million for the year ended December 31, 2025, including an immaterial amount of purchase accounting-related charges, such as step-up depreciation and intangible asset amortization. See Note 2 of "Notes to the Consolidated Financial Statements" for further information about acquisitions.
Materials gross profit for the year ended December 31, 2025 increased by $55.3 million, or 67.7%, when compared to 2024 and gross profit margin increased to 17.8%. The improvement in gross profit was primarily driven by higher volumes and sales prices in both aggregates and asphalt. The increase was also driven by gross profit from our recently acquired businesses, Warren Paving, Papich Construction, and Cinderlite, of $14.8 million for 2025, which included $7.2 million of purchase accounting-related charges such as step-up depreciation and intangible asset amortization. See Note 2 of "Notes to the Consolidated Financial Statements" for further information about acquisitions.
Selling, General and Administrative Expenses
The following table presents the components of selling, general and administrative expenses for the respective periods:
| Years Ended December 31, | 2025 | 2024 | 2023 | ||||||||||||||
| (dollars in thousands) | |||||||||||||||||
| Salaries and related expenses | $ | 212,256 | $ | 171,835 | $ | 157,239 | |||||||||||
| Incentive compensation | 40,428 | 32,094 | 29,364 | ||||||||||||||
| Stock-based compensation | 35,715 | 17,826 | 9,753 | ||||||||||||||
| Other selling, general and administrative expenses | 119,162 | 112,407 | 98,110 | ||||||||||||||
| Total selling, general and administrative expenses | $ | 407,561 | $ | 334,162 | $ | 294,466 | |||||||||||
| Percent of revenue | 9.2 | % | 8.3 | % | 8.4 | % | |||||||||||
Selling, general and administrative ("SG&A") expenses include the costs for estimating and bidding, including offsetting customer reimbursements for portions of our selling/bid submission expenses (i.e., stipends), business development, materials facility permits, and costs related to our operational offices that are not allocated to direct contract costs and expenses related to our corporate functions. Other SG&A expenses include travel and entertainment, outside services, information technology, depreciation, occupancy, training, office supplies, changes in the fair market value of our non-qualified deferred compensation plan liability and other miscellaneous expenses. SG&A expenses can vary depending on the volume of projects in process and the number of employees assigned to estimating and bidding activities. As projects are completed or the volume of work slows down, we temporarily redeploy project employees to bid on new projects, moving their salaries and related costs from cost of revenue to selling expenses. SG&A expenses for 2025 increased $73.4 million compared to 2024, primarily due to $40.4 million of higher salaries and related expenses due to increased labor costs, as well as $26.2 million of increased incentive and stock-based compensation due to improved financial performance. Of the total increases, SG&A expenses from acquired businesses increased $11.6 million, including $3.3 million of purchase accounting related depreciation and intangible asset amortization.
Other Costs, net
The following table presents other costs, net for the respective periods:
| Years Ended December 31, | 2025 | 2024 | 2023 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Other costs, net | $ | 41,416 | $ | 39,936 | $ | 50,217 | |||||||||||
Other costs, net mainly consist of acquisition and integration costs and legal costs related to the defense of a former Company officer in his civil litigation with the SEC. Other Costs, net increased by $1.5 million when compared to 2024 primarily due to increased acquisition and integration costs in the current year, partially offset by lower costs associated with the defense of the former Company officer. The SEC and the Company's former officer reached an agreement in January 2026 that resolved the litigation. As a result, we do not expect to incur any further material costs related to this matter. See Note 2 of "Notes to the Consolidated Financial Statements" for further information about acquisitions.
Gain on Sales of Property and Equipment, net
The following table presents the gain on sales of property and equipment, net for the respective periods:
| Years Ended December 31, | 2025 | 2024 | 2023 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Gain on sales of property and equipment, net | $ | (20,207) | $ | (8,764) | $ | (28,346) | |||||||||||
Gain on sales of property and equipment, net for the year ended December 31, 2025 increased by $11.4 million when compared to 2024 primarily due to the sale of a property in Utah in 2025.
Other (Income) Expense
The following table presents the components of other (income) expense, net for the respective periods:
| Years Ended December 31, | 2025 | 2024 | 2023 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Loss on debt extinguishment | $ | - | $ | 27,552 | $ | 51,052 | |||||||||||
| Interest income | (26,878) | (24,349) | (17,538) | ||||||||||||||
| Interest expense | 47,223 | 29,188 | 18,462 | ||||||||||||||
| Equity in income of affiliates, net | (14,958) | (16,982) | (25,748) | ||||||||||||||
| Other income, net | (11,768) | (4,238) | (6,020) | ||||||||||||||
| Total other (income) expense, net | $ | (6,381) | $ | 11,171 | $ | 20,208 | |||||||||||
During 2025, total other (income) expense, net improved $17.6 million primarily due to the $27.6 million loss on debt extinguishment not recurring in the current year. This was partially offset by $15.5 million of increased interest expense, net of interest income, due to borrowings under the the Initial Term Loan and Delayed Draw Term Loan in 2025.
Income Taxes
The following table presents the provision for income taxes for the respective periods:
| Years Ended December 31, | 2025 | 2024 | 2023 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Provision for income taxes | $ | 68,476 | $ | 55,749 | $ | 30,267 | |||||||||||
| Effective tax rate | 23.7 | % | 28.4 | % | 50.6 | % | |||||||||||
Our effective tax rate decreased from 28.4% to 23.7% when compared to 2024 primarily due to a decrease in nondeductible debt extinguishment costs.
Amount Attributable to Non-controlling Interests
The following table presents the amount attributable to non-controlling interests in consolidated subsidiaries for the respective periods:
| Years Ended December 31, | 2025 | 2024 | 2023 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Amount attributable to non-controlling interests | $ | (27,348) | $ | (14,097) | $ | 14,012 | |||||||||||
The amount attributable to non-controlling interests represents the non-controlling owners' share of the net (income) loss of our consolidated construction joint ventures. The increase during 2025 was primarily due to improved profitability on joint venture projects as well as the impact of net increases from revisions in estimates related to consolidated construction joint ventures (see Note 3 of "Notes to the Consolidated Financial Statements").
Prior Years Comparison (2024 to 2023)
See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K filed with the SEC on February 14, 2025.
Liquidity and Capital Resources
Our primary sources of liquidity are cash and cash equivalents, investments, available borrowing capacity under our Credit Agreement and cash generated from operations. We may also from time to time issue and sell equity, debt or hybrid securities or engage in other capital markets transactions or sell one or more business units or assets. See Note 14 of the "Notes to the Consolidated Financial Statements" for information on our debt.
Our material cash requirements include paying the costs and expenses associated with our operations, servicing outstanding indebtedness, making capital expenditures and paying dividends on our capital stock. We may also from time to time prepay or repurchase outstanding indebtedness, repurchase shares of our common stock or acquire assets or businesses that are complementary to our operations. See Note 2 and Note 17 of the "Notes to the Consolidated Financial Statements" for information on our recent acquisitions and share repurchases, respectively.
Our primary contractual obligations are as follows and are further discussed in the referenced "Notes to the Consolidated Financial Statements:"
•Asset retirement obligations - see Note 11,Property and Equipment, net
•Debt and the associated interest payments - see Note 14, Debt
•Operating lease and royalty future minimum payments - see Note 15, Leases
•Non-Qualified Deferred Compensation Plan obligations - see Note 16,Employee Benefit Plans
In addition to the obligations referenced above, as of December 31, 2025 we had $11.6 million of purchase commitments for equipment and other goods and services not directly connected with our construction contracts, which are individually greater than $50,000 and have an expected fulfillment date after December 31, 2025. Of this, approximately $10.0 million and $1.6 million will be paid in 2026 and 2027, respectively. There are no material purchase commitments in the periods thereafter.
We believe our primary sources of liquidity will be sufficient to meet our expected working capital needs, capital expenditures, financial commitments, cash dividend payments and other liquidity requirements associated with our existing operations for the next twelve months. We also believe our primary sources of liquidity, access to debt and equity capital markets and cash expected to be generated from operations will be sufficient to meet our long-term requirements and plans. However, there can be no assurance that sufficient capital will continue to be available or that it will be available on terms acceptable to us.
As of December 31, 2025, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions and marketable securities consisting of commercial paper, corporate notes and bonds, Municipal notes and bonds and U.S. Government and agency obligations.
On August 5, 2025, we entered into the Credit Agreement, which provides for (1) a $600.0 million Revolver, (2) a $600.0 million Initial Term Loan and (3) an additional $75.0 million Delayed Draw Term Loan. On October 3, 2025, we drew the additional $75.0 million Delayed Draw Term Loan, all of which was repaid during 2025. As of December 31, 2025, the $600.0 million Initial Term Loan was outstanding and the total unused availability under our Revolver was $583.2 million, resulting from $16.8 million in issued and outstanding letters of credit and nothing drawn on the Revolver. See Note 14 of "Notes to the Consolidated Financial Statements."
As of December 31, 2025, one of the conditions permitting the holders of the 3.25% Convertible Notes to convert was met. Our common stock traded above 130% of the $77.88 conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on December 31, 2025 (the last trading day of the calendar quarter). The holders of the 3.25% Convertible Notes have the right to convert through March 31, 2026, at which point we will re-evaluate whether the 3.25% Convertible Notes will continue to be convertible in the subsequent calendar quarter. In the event the holders of the 3.25% Convertible Notes elect to convert a portion, or all of their 3.25% Convertible Notes, the principal amount is required to be settled in cash. As a result, the $373.8 million principal amount has been classified as a current liability as of December 31, 2025 in the consolidated balance sheet. Any conversion premium will be satisfied with cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. At current market prices of our common stock, we do not expect holders to elect to convert their notes as the trading price of the notes in the secondary market exceeds the value a holder would receive upon conversion of such notes. In the unlikely event a holder elects to convert, we would use cash on hand or draw on our Revolver as needed.
In evaluating our liquidity position and needs, we also consider cash and cash equivalents held by our consolidated construction joint ventures ("CCJVs"). The following table presents our cash, cash equivalents and marketable securities, including amounts from our CCJVs, as of the respective dates:
| December 31, | 2025 | 2024 | |||||||||
| (in thousands) | |||||||||||
| Cash and cash equivalents excluding CCJVs | $ | 383,636 | $ | 404,436 | |||||||
| CCJV cash and cash equivalents (1) | 145,584 | 173,894 | |||||||||
| Total consolidated cash and cash equivalents | 529,220 | 578,330 | |||||||||
| Short-term marketable securities (2) | 71,021 | 7,311 | |||||||||
| Long-term marketable securities (2) | $ | 49,534 | $ | - | |||||||
| Total cash, cash equivalents and marketable securities | $ | 649,775 | $ | 585,641 | |||||||
(1)The volume and stage of completion of contracts from our CCJVs may cause fluctuations in joint venture cash and cash equivalents between periods. The assets of each consolidated and unconsolidated construction joint venture relate solely to that joint venture. The decision to distribute joint venture assets must generally be made jointly by a majority of the members and, accordingly, these assets, including those associated with estimated cost recovery of customer affirmative claims and back charge claims, are generally not available for the working capital needs of Granite until distributed.
(2)All marketable securities were classified as held-to-maturity and consisted of commercial paper, corporate notes and bonds, Municipal notes and bonds and U.S. Government and agency obligations as of December 31, 2025 and U.S. Government and agency obligations as of December 31, 2024.
Granite's portion of CCJV cash and cash equivalents was $90.6 million and $106.0 million as of December 31, 2025 and 2024, respectively. Excluded from the table above is $35.0 million and $28.7 million as of December 31, 2025 and 2024, respectively, of Granite's portion of unconsolidated construction joint venture cash and cash equivalents.
Capital Expenditures
Major capital expenditures are typically for aggregate and asphalt production facilities, aggregate reserves, construction equipment, buildings and leasehold improvements and investments in our information technology systems. The timing and amount of such expenditures can vary based on the progress of planned capital projects, the type and size of construction projects, changes in business outlook and other factors. During the year ended December 31, 2025, we had capital expenditures of $138.3 million, compared to $136.4 million during 2024, a increase of $1.9 million. We currently anticipate 2026 capital expenditures to be between approximately $140 million and $160 million, including approximately $50 million in planned strategic materials investments.
Cash Flows
| Years Ended December 31, | 2025 | 2024 | 2023 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||
| Operating activities | $ | 468,916 | $ | 456,343 | $ | 183,707 | |||||||||||
| Investing activities | $ | (993,721) | $ | (228,556) | $ | (359,290) | |||||||||||
| Financing activities | $ | 475,695 | $ | (67,120) | $ | 299,255 | |||||||||||
Operating activities
As a large infrastructure contractor and construction materials producer, our revenue, gross profit and the resulting operating cash flows can differ significantly from period to period due to a variety of factors, including project progression toward completion, outstanding contract change orders and affirmative claims, and the payment terms of our contracts. Additionally, operating cash flows are impacted by the resolution of uncertainties inherent in the complex nature of the construction work we perform, including claim and back charge settlements. Our working capital assets result from both public and private sector projects. Customers in the private sector can be slower paying than those in the public sector; however, private sector projects generally have higher gross profit as a percentage of revenue. While we typically invoice our customers on a monthly basis, our construction contracts frequently provide for retention that is a specified percentage withheld from each payment by our customers until the contract is completed and the work accepted by the customer.
Cash provided by operating activities of $468.9 million during 2025 represents a $12.6 million increase in cash provided by operating activities when compared to 2024. The change was primarily attributable to a $93.0 million increase in net income after adjusting for non-cash items. This was partially offset by a $57.4 million decrease in cash provided by working capital, which includes receivables, net contract assets, inventories, other assets, accounts payable and accrued expenses and other liabilities. Additionally, distributions from, net of contributions to, unconsolidated construction joint ventures and affiliates decreased $23.0 million from 2024.
Investing activities
Cash used in investing activities of $993.7 million during 2025 represents a $765.2 million increase in cash used in investing activities when compared to 2024. The change was primarily due to a $643.2 million increase in cash used related to business acquisitions (see Note 3 of "Notes to the Consolidated Financial Statements") along with an increase of $140.2 million in cash used in purchases of marketable securities, net of maturities. This increase was slightly offset by a $19.0 million increase in proceeds from sales of property and equipment.
Financing activities
Cash provided by financing activities of $475.7 million during 2025 represents a $542.8 million increase in cash provided by financing activities when compared to 2024. The change was primarily due to a $589.9 million increase in proceeds from debt issuances, net of debt repayments and related charges. See Note 14 to "Notes to the Consolidated Financial Statements" for further information about our debt transactions and our credit facility. The year over year increase in cash provided by financing activities was slightly offset by an increase in distributions to, net of contributions from, non-controlling partners, of $48.3 million.
Derivatives
We recognize derivative instruments as either assets or liabilities in the consolidated balance sheets at fair value using Level 2 inputs. See Note 8 to "Notes to the Consolidated Financial Statements" for further information. The capped call transactions related to the 3.75% Convertible Notes and 3.25% Convertible Notes were recorded to equity on our consolidated balance sheets based on the cash proceeds. See Note 14 to "Notes to the Consolidated Financial Statements" for further information.
Surety Bonds and Real Estate Mortgages
We are generally required to provide various types of surety bonds that provide an additional measure of security under certain public and private sector contracts. At December 31, 2025, approximately $3.9 billion of our $7.0 billion CAP was bonded. Performance bonds do not have stated expiration dates; rather, we are generally released from the bonds when the obligations of the underlying contract have been fulfilled. The ability to maintain bonding capacity requires that we maintain cash and working capital balances satisfactory to our sureties.
Our investments in real estate ventures are subject to mortgage indebtedness. This indebtedness is non-recourse to Granite but is recourse to the real estate venture. The terms of this indebtedness are typically renegotiated to reflect the evolving nature of the real estate projects as they progress through acquisition, entitlement, development and leasing. Modification of these terms may include changes in loan-to-value ratios requiring the real estate venture to repay portions of the debt. Our equity-method investments in our foreign affiliates are subject to local bank debt primarily for equipment purchases. This debt is non-recourse to Granite, but it is recourse to the affiliates. The debt associated with our equity-method investments is included in Note 9 of "Notes to the Consolidated Financial Statements."
Covenants and Events of Default
Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below. Our failure to comply with these covenants would constitute an event of default under the Credit Agreement. Additionally, the 3.25% Convertible Notes and 3.75% Convertible Notes are governed by the terms
and conditions of their respective indentures. Our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 3.25% Convertible Notes, our 3.75% Convertible Notes or our Credit Agreement would constitute an event of default under the 3.25% Convertible Notes indenture, the 3.75% Convertible Notes indenture or the Credit Agreement. A default under our Credit Agreement could result in (i) us no longer being entitled to borrow under such facility; (ii) the termination of such facility; (iii) the requirement that any letters of credit under such facility be cash collateralized; (iv) the acceleration of amounts owed under the Credit Agreement; and/or (v) the foreclosure on any collateral securing the obligations under such facility. A default under the 3.25% Convertible Notes indenture or the 3.75% Convertible Notes indenture could result in acceleration of the maturity of the notes.
The financial covenants under the terms of the Credit Agreement require the maintenance of a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio. As of December 31, 2025, we were in compliance with the covenants in the Credit Agreement.
Share Repurchase Program
As announced on February 3, 2022, on February 1, 2022, the Board of Directors authorized us to purchase up to $300.0 million of our common stock at management's discretion (the "2022 authorization"). During the year ended December 31, 2025 and 2024, we repurchased 300,200 shares and 524,800 shares, respectively, under the 2022 authorization and $157.6 million remained available under the 2022 authorization as of December 31, 2025.
The specific timing and amount of any future repurchases will vary based on market conditions, securities law limitations and other factors.
Recently Issued and Adopted Accounting Pronouncements
See Note 1 of "Notes to the Consolidated Financial Statements" under the caption Recently Issued and Adopted Accounting Pronouncements.
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