CDNL 8-K
Cardinal Infrastructure Group Inc. (CDNL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
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Registrant’s Telephone Number, Including Area Code: |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.
Item 2.02 Results of Operations and Financial Condition.
On August 11, 2026, Cardinal Infrastructure Group Inc. (the “Company”) issued a press release announcing its financial results of operations for the quarter ended June 30, 2026, and other related information. Also on August 11, 2026, the Company made available on its website at www.cardinalinfrastructuregroup.com certain supplemental information concerning the Company’s financial results and operations for the quarter ended June 30, 2026. Copies of such press release and supplemental information are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
The disclosure contained in Item 2.02 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
99.1 |
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99.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CARDINAL INFRASTRUCTURE GROUP INC. |
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Date: |
August 11, 2026 |
By: |
/s/ Mike Rowe |
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Mike Rowe |
Cardinal Infrastructure Group Inc. Reports Second Quarter 2026 Results and Updates 2026 Outlook, Announces Acquisition of Allied Paving
Raleigh, NC – August 11, 2026 – Cardinal Infrastructure Group Inc. (NASDAQ: CDNL) (“Cardinal” or the “Company”), today announced the Company’s second quarter and year-to-date 2026 financial results, updated guidance for the full year 2026 and the acquisition of Allied Paving out of Atlanta.
Financial Highlights*:
Allied Paving Acquisition:
*See “Non-GAAP Financial Measures” below for a discussion of our use of Non-GAAP financial measures in this release and reconciliations to the most directly comparable GAAP financial measures.
“This was one of the strongest growth quarters in Cardinal's history," said Jeremy Spivey, Chairman and Chief Executive Officer. "We delivered record revenue, our backlog climbed to an all-time high, and today we announced Allied Paving, our ninth acquisition since 2021, following Piedmont Pipe in Charlotte in May. Keeping pace with this level of customer demand, and investing to capture the opportunity it represents, cost more than we expected this quarter, resulting in margins below plan."
"Demand across our footprint remains exceptionally strong, a direct reflection of how differentiated Cardinal's turnkey offering is in this market. That strength is why we're both raising our full-year revenue guidance, to a midpoint reflecting over 95% growth from 2025, and accelerating our investment in corporate infrastructure to fully capture the opportunity in front of us, which reshapes our 2026 margin outlook. Even so, our conviction in this platform's medium-term profitability is unchanged, and we still see a clear path to grow margins from here," continued Spivey. "The runway in front of Cardinal remains significant, and we remain focused on executing for our customers, our employees and our shareholders.”
Second Quarter Results:
Cardinal reported revenue of $226.9 million for the second quarter 2026, an increase of 114% compared to $106.1 million in the second quarter of 2025. Growth was driven by organic expansion of 64%, as well as contributions from acquisitions completed in late 2025, ALGC, and Piedmont Pipe. These results reflect continued growth and market share gains across our footprint, as well as continued diversification of our end-market mix, with continued strength in residential alongside expanding contributions from commercial, industrial, mission critical and retail projects.
Gross profit for the quarter was $24.5 million, or 10.8% gross profit margin, compared to $14.7 million and 13.9% in the second quarter of 2025. Adjusted gross profit was $36.0 million, or 15.9% adjusted gross profit margin, compared to $22.6 million or 21.3% in the prior year. Adjusted gross profit margin was impacted by increased subcontracted labor and equipment rental costs in certain developing markets, reflecting both customer demand and an intentional shift toward a more diversified, less residential-weighted project mix.
Intense weather-related disruptions in parts of the Southeast further weighed on results. The Company expects to recover a portion of these costs in the second half of 2026 as project deployment schedules progress.
Net income increased 18% to $11.1 million, compared to $9.4 million in the second quarter of 2025. EBITDA was $25.2 million for the quarter, representing an EBITDA margin of 11.1%, compared to $19.6 million and 18.5% in the prior year. Adjusted EBITDA for the second quarter was $28.1 million, reflecting Adjusted EBITDA margin of 12.4%, compared to $19.7 million and 18.6% in the second quarter of 2025. The change in Adjusted EBITDA margin reflects increased, accelerated, general and administrative expenses associated with continued investment across the Company's maturing corporate function and scaling operational footprint, in addition to the gross margin dynamics outlined above.
Year-To-Date Results:
For the six months ended June 30, 2026, Cardinal reported revenue of $394.4 million, an increase of 110% compared to $187.9 million in the same period of 2025. These results reflect 64% organic growth.
Gross profit for the six months ended June 30, 2026 was $49.4 million, or 12.5% gross profit margin, compared to $24.6 million and 13.1% in the same period of 2025. Adjusted gross profit was $70.2 million, or 17.8% adjusted gross profit margin, compared to $39.1 million or 20.8% in the same period of 2025.
Net income increased 41% to $22.6 million, compared to $16.1 million in the same period of 2025. EBITDA was $49.2 million for the six months ended June 30, 2026, representing an EBITDA margin of 12.5%, compared to $33.9 million and 18.0% in the same period of 2025. Adjusted EBITDA for the first half of 2026 was $54.9 million, reflecting Adjusted EBITDA margin of 13.9%, compared to $34.3 million and 18.2% in the same period of 2025.
Backlog
Cardinal's total backlog as of June 30, 2026, was $866 million, a 35% increase from June 30, 2025. The expansion reflects strong bid activity and continued project award momentum across each of Cardinal's markets.
Balance Sheet
As of June 30, 2026, Cardinal had $339.1 million in cash and cash equivalents, compared to $97.1 million in cash and cash equivalents at the end of the prior year. Cash flows from operations increased to $12.7 million for the quarter ended June 30, 2026 compared to $4.2 million in the prior year. Capital expenditures for the quarter ended June 30, 2026, were $24.7 million, excluding acquisitions, compared to $12.2 million in 2025.
Allied Paving Acquisition
Today, the Company entered into an agreement and plan of merger, pursuant to which it will acquire Allied Paving Contractors, Inc. ("Allied"), an Atlanta-based paving and heavy site construction contractor. Total consideration is approximately $120 million, subject to customary post-closing adjustments, consisting of approximately $62 million of cash and Class A Common Stock valued at approximately $58 million, subject, in each case, to adjustments. The shares of Class A Common Stock to be issued in the transaction will be subject to a six month lock-up. The cash portion of the acquisition consideration will be funded with cash on hand.
Allied generates approximately $108 million in annual revenue at a 20.3% Adjusted EBITDA margin. The transaction brings paving capabilities in-house in Atlanta and supports meaningful margin capture and shorter project timelines across the region. The acquisition is expected to be completed in early October.
2026 Consolidated Guidance
Cardinal today increased outlook for the full year 2026:
The Company’s 2026 guidance reflects management’s current expectations for organic growth and project execution across its core markets and includes the expected contribution of ALGC following the close of that acquisition on February 18, 2026. The guidance is based on current economic conditions and assumes no significant changes in the overall economy or other conditions in the Southeastern United States in 2026. The guidance does not include the potential impact of any future acquisitions, significant weather events or other items outside the ordinary course of business. See “Forward-Looking Statements” below.
Conference Call
Cardinal management will discuss results and outlook during its quarterly investor conference call today starting at 10:30 a.m. ET. The call and accompanying slide presentation will be webcast on the “Events & Presentations” section of Cardinal’s website. A replay of the webcast will be available at the same location shortly after the conclusion of the presentation.
About Cardinal
Cardinal Infrastructure Group Inc. (NASDAQ: CDNL) is one of the Southeast's fastest-growing, full-service infrastructure service providers. The Company delivers integrated civil and site development solutions across high growth markets through a self-performing model supported by skilled labor, specialized fleets and market leading subsidiaries. This model enables efficient, turnkey project execution at scale while maintaining focus on building long-term client relationships. Cardinal's strategy is grounded in operational discipline, market expansion and a commitment to integrity from the ground up.
Contacts
Emily Lear – Director of Investor Relations
(984)267-3821
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Company's future performance. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “may,” “could,” “plan,” “project,” “budget,” “predict,” “pursue,” “target,” “seek,” “objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These statements involve risks and uncertainties and Cardinal’s actual results could differ materially from the results expressed or implied by such forward-looking statements. The potential risks, uncertainties and other factors that could cause actual results to differ from those expressed by the forward-looking statements in this press release include, but are not limited to, difficulty in sustaining rapid revenue growth, which may place significant demands on Cardinal’s administrative, operational and financial resources; fluctuations in Cardinal’s revenue and the concentration of Cardinal’s business in the Southeastern United States; Cardinal’s ability to integrate recent acquisitions and achieve anticipated benefits and synergies; expectations regarding backlog and Cardinal’s ability to secure future contracts; expectations regarding demand in the markets that Cardinal serves and in general. Cardinal has based these forward-looking statements largely on its current expectations and projections regarding future events and trends that it believes may affect its business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in Cardinal’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), and elsewhere in the Annual Report. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Cardinal cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. Although forward-looking statements reflect the good faith beliefs of Cardinal’s management at the time they are made, forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Cardinal undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law. These cautionary statements qualify all forward-looking statements attributable to Cardinal or persons acting on its behalf.
Cardinal Infrastructure Group Inc.
Condensed Consolidated Statements of Operations (Unaudited)
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Three months ended June 30, |
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Six months ended June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues |
$ |
226,934,438 |
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$ |
106,110,909 |
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$ |
394,443,154 |
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$ |
187,912,174 |
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Cost of revenues, excluding depreciation and amortization |
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190,886,964 |
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83,511,347 |
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324,206,047 |
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148,789,325 |
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General and administrative |
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9,024,651 |
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2,965,982 |
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19,166,782 |
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5,091,952 |
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Depreciation expense |
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6,768,987 |
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6,105,814 |
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12,471,397 |
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11,177,155 |
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Amortization expense |
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4,824,386 |
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1,782,179 |
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8,391,734 |
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3,309,679 |
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Gain on disposal of property and equipment |
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(48,998 |
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— |
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(51,395 |
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(110,945 |
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Income from operations |
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15,478,448 |
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11,745,587 |
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30,258,589 |
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19,655,008 |
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Other expense: |
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Interest expense, net |
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(3,466,263 |
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(1,581,192 |
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(5,712,139 |
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(2,607,468 |
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Other expense, net |
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(1,875,001 |
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(7 |
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(1,875,001 |
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(241,407 |
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Total other expense, net |
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(5,341,264 |
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(1,581,199 |
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(7,587,140 |
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(2,848,875 |
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Net income before taxes |
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10,137,184 |
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10,164,388 |
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22,671,449 |
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16,806,133 |
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Income tax benefit (provision) |
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1,011,122 |
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(714,261 |
) |
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(42,107 |
) |
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(714,261 |
) |
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Net income |
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11,148,306 |
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9,450,127 |
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22,629,342 |
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16,091,872 |
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Less: Net income attributable to noncontrolling interests |
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6,472,939 |
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2,282,422 |
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14,535,537 |
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3,447,186 |
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Net income attributable to Cardinal Infrastructure Group Inc. |
$ |
4,675,367 |
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$ |
7,167,705 |
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$ |
8,093,805 |
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$ |
12,644,686 |
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Earnings per share(1): |
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Basic |
$ |
0.30 |
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$ |
0.53 |
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Diluted |
$ |
0.26 |
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$ |
0.53 |
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Weighted average shares of Class A common stock outstanding(1): |
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Basic |
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15,586,953 |
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15,349,112 |
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Diluted |
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43,127,603 |
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15,353,808 |
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(1) Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period following the recapitalization transactions and IPO
Cardinal Infrastructure Group Inc.
Condensed Consolidated Balance Sheets (Unaudited)
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Three Months Ended |
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ASSETS |
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June 30, 2026 |
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Dec. 31,2025 |
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Current assets: |
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Cash |
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$ |
339,092,289 |
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$ |
97,149,425 |
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Accounts receivable, net |
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114,413,290 |
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61,282,268 |
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Contract assets |
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98,171,438 |
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54,894,260 |
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Prepaid expenses |
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2,099,136 |
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1,892,615 |
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Other assets |
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1,306,912 |
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432,584 |
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Total current assets |
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555,083,065 |
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215,651,152 |
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Property and equipment, net |
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150,212,265 |
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84,901,602 |
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Operating lease right-of-use assets |
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20,664,409 |
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8,929,742 |
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Goodwill |
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133,216,343 |
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23,510,649 |
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Intangible assets, net |
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101,851,956 |
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|
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15,513,692 |
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Deferred tax assets |
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52,888,382 |
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46,080,518 |
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Other non-current assets |
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|
554,739 |
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— |
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Total assets |
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$ |
1,014,471,159 |
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$ |
394,587,355 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Current portion of notes payable |
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$ |
10,970,395 |
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$ |
6,128,674 |
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Current portion of finance lease liabilities |
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3,433,406 |
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3,349,359 |
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Current portion of operating lease liabilities |
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6,187,695 |
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|
|
3,814,686 |
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Accounts payable |
|
|
111,988,244 |
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|
|
60,600,099 |
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Accrued expenses |
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11,486,477 |
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|
|
2,956,314 |
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Deferred consideration payable |
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|
1,200,000 |
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|
|
3,966,618 |
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Contract liabilities |
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|
9,230,997 |
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|
|
10,831,564 |
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Total current liabilities |
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154,497,214 |
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|
91,647,314 |
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Notes payable, less current portion, net of unamortized debt issuance costs |
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|
186,069,703 |
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113,152,864 |
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Finance lease liabilities, less current portion |
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|
4,071,911 |
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|
4,974,309 |
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Operating lease liabilities, less current portion |
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|
16,886,049 |
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|
5,851,516 |
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Tax receivable agreement liability |
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|
47,156,582 |
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39,423,529 |
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Contingent consideration |
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12,300,000 |
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— |
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Total liabilities |
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420,981,459 |
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|
|
255,049,532 |
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Stockholders' equity |
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Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025 |
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— |
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— |
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Class A common stock, $0.0001 par value, 500,000,000 shares authorized; 20,238,610 and 14,947,318 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively |
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|
2,025 |
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|
1,495 |
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Class B common stock, $0.0001 par value, 500,000,000 shares authorized; 27,234,449 and 23,387,813 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively |
|
|
2,723 |
|
|
|
2,339 |
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Additional paid-in capital |
|
|
236,061,238 |
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|
|
57,593,814 |
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Retained earnings |
|
|
8,957,398 |
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|
|
863,593 |
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Accumulated other comprehensive income |
|
|
33,630 |
|
|
|
— |
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Total Cardinal Infrastructure Group Inc. stockholders' equity |
|
|
245,057,014 |
|
|
|
58,461,241 |
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Noncontrolling interests |
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|
348,432,686 |
|
|
|
81,076,582 |
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Total equity |
|
|
593,489,700 |
|
|
|
139,537,823 |
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Total liabilities and stockholders' equity |
|
|
1,014,471,159 |
|
|
$ |
394,587,355 |
|
Cardinal Infrastructure Group Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
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Six months ended June 30, |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net income |
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$ |
22,629,342 |
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|
|
16,091,872 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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|
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|
|
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Depreciation expense |
|
|
12,471,397 |
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|
|
11,177,155 |
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Amortization of debt issuance costs |
|
|
275,751 |
|
|
|
— |
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Amortization of other intangible assets |
|
|
8,391,734 |
|
|
|
3,309,679 |
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Gain on disposal of property and equipment |
|
|
(51,395 |
) |
|
|
(110,945 |
) |
|
Noncash stock compensation |
|
|
461,517 |
|
|
|
— |
|
|
Change in fair value of tax receivable agreement liability |
|
|
1,974,349 |
|
|
|
— |
|
|
Earnings from investments in unconsolidated affiliates |
|
|
— |
|
|
|
(95,393 |
) |
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Provision for deferred income taxes |
|
|
(43,438 |
) |
|
|
— |
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Changes in operating assets and liabilities: |
|
|
|
|
|
|
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||
Accounts receivable, net |
|
|
(34,379,220 |
) |
|
|
(913,222 |
) |
|
Contract assets |
|
|
(32,710,166 |
) |
|
|
(14,340,614 |
) |
|
Prepaid expenses |
|
|
230,034 |
|
|
|
(333,966 |
) |
|
Other assets |
|
|
424,275 |
|
|
|
(1,707,595 |
) |
|
Accounts payable |
|
|
39,648,363 |
|
|
|
7,052,718 |
|
|
Accrued expenses |
|
|
7,160,234 |
|
|
|
764,403 |
|
|
Contract liabilities |
|
|
(4,371,898 |
) |
|
|
(4,572,010 |
) |
|
Other liabilities |
|
|
(115,455 |
) |
|
|
— |
|
|
Net cash provided by operating activities |
|
|
21,995,424 |
|
|
|
16,322,082 |
|
|
|
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
|
||
Proceeds from the sale of property and equipment |
|
|
334,291 |
|
|
|
144,011 |
|
|
Purchases of property and equipment |
|
|
(33,985,056 |
) |
|
|
(22,621,352 |
) |
|
Acquisitions, net of cash acquired |
|
|
(133,432,856 |
) |
|
|
(19,139,168 |
) |
|
Net cash used in investing activities |
|
|
(167,083,621 |
) |
|
|
(41,616,509 |
) |
|
|
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
|
||
Proceeds from notes payable |
|
|
113,000,000 |
|
|
|
38,505,712 |
|
|
Principal payments on notes payable |
|
|
(38,090,709 |
) |
|
|
(7,753,497 |
) |
|
Payment of debt issuance costs |
|
|
(838,501 |
) |
|
|
— |
|
|
Principal payments on finance lease obligations |
|
|
(1,514,248 |
) |
|
|
(1,436,760 |
) |
|
Payments of deferred consideration |
|
|
(3,966,618 |
) |
|
|
(312,501 |
) |
|
Member distributions |
|
|
— |
|
|
|
(5,448,838 |
) |
|
Proceeds from equity offering, net of underwriting discounts |
|
|
319,010,000 |
|
|
|
— |
|
|
Payment of issuance costs |
|
|
(568,863 |
) |
|
|
— |
|
|
Net cash provided by financing activities |
|
|
387,031,061 |
|
|
|
23,554,116 |
|
|
Net change in cash |
|
|
241,942,864 |
|
|
|
(1,740,311 |
) |
|
Cash |
|
|
|
|
|
|
|
||
Beginning of period |
|
|
97,149,425 |
|
|
|
20,917,108 |
|
|
End of period |
|
$ |
339,092,289 |
|
|
$ |
19,176,797 |
|
|
Non-GAAP Measures
Cardinal presents results of operations in a way that it believes will be the most meaningful and useful to investors, analysts, rating agencies and others who use Company financial information to evaluate performance. Some of these financial measures are not prepared in accordance with generally accepted accounting principles ("Non-GAAP") under Securities and Exchange Commission ("SEC") rules and regulations. For example, in this press release, Cardinal presents Organic Growth, Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin, all of which are Non-GAAP financial measures as defined " in Cardinal's Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"), and elsewhere in the Annual Report. These Non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be substitutes for any GAAP financial measures, including net income, and, as calculated, may not be comparable to companies in other industries or within the same industry with similarly titled measures of performance.
In addition, these Non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Therefore, Non-GAAP financial measures should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP.
Reconciliation to Non-GAAP Measures
The table directly below reconciles Adjusted Gross Profit to Gross Profit, the most directly comparable GAAP measure and shows Gross Profit calculated as revenues less cost of revenues (excluding depreciation and amortization) and depreciation and amortization expense. While Gross Profit is not presented as a separate line item or subtotal in our financial statements, we present Gross Profit in the table below solely to facilitate the reconciliation of Adjusted Gross Profit, a Non-GAAP measure, to the most directly comparable GAAP measure.
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues |
$ |
226,934,438 |
|
|
$ |
106,110,909 |
|
|
$ |
394,443,154 |
|
|
$ |
187,912,174 |
|
Cost of revenues, excluding depreciation and amortization |
|
(190,886,964 |
) |
|
|
(83,511,347 |
) |
|
|
(324,206,047 |
) |
|
|
(148,789,325 |
) |
Depreciation and amortization expense |
|
(11,593,373 |
) |
|
|
(7,887,993 |
) |
|
|
(20,863,131 |
) |
|
|
(14,486,834 |
) |
Gross Profit |
$ |
24,454,101 |
|
|
$ |
14,711,569 |
|
|
$ |
49,373,976 |
|
|
$ |
24,636,015 |
|
Depreciation and amortization expense |
|
11,593,373 |
|
|
|
7,887,993 |
|
|
|
20,863,131 |
|
|
|
14,486,834 |
|
Adjusted Gross Profit |
$ |
36,047,474 |
|
|
$ |
22,599,562 |
|
|
$ |
70,237,107 |
|
|
$ |
39,122,849 |
|
Gross Profit Margin % |
|
10.8 |
% |
|
|
13.9 |
% |
|
|
12.5 |
% |
|
|
13.1 |
% |
Adjusted Gross Profit Margin % |
|
15.9 |
% |
|
|
21.3 |
% |
|
|
17.8 |
% |
|
|
20.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We define EBITDA as net income for the period adjusted for interest expense, net income tax expense, depreciation and amortization expense. Adjusted EBITDA further adjusts EBITDA for certain expenses associated with non-routine transactions, including (i) transaction fees and acquisition-related costs incurred in connection with acquisitions and planned acquisitions, (ii) non-routine costs associated with legal matters in which the Company is a defendant (iii) certain consulting and recruiting costs related to acquisitions and public company readiness, (iv) non-routine revenue impact from customer claims, (v) non-routine loss on extinguishment and refinancing costs, (vi) stock-based compensation, (vii) non-routine IPO related travel and compensation, (viii) remeasurement losses recorded in other expense net, and (ix) other non-routine gains and charges that we do not believe reflect our underlying business performance. We define EBITDA Margin as EBITDA as a percentage of revenue, and Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue. The following table provides a reconciliation of net income and net income margin, the most closely comparable GAAP financial measure, to EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin:
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income |
$ |
11,148,306 |
|
|
$ |
9,450,127 |
|
|
$ |
22,629,342 |
|
|
$ |
16,091,872 |
|
Interest expense, net |
|
3,466,263 |
|
|
|
1,581,192 |
|
|
|
5,712,139 |
|
|
|
2,607,468 |
|
Income tax (benefit) expense |
|
(1,011,122 |
) |
|
|
714,261 |
|
|
|
42,107 |
|
|
|
714,261 |
|
Depreciation and amortization expense |
|
11,593,373 |
|
|
|
7,887,993 |
|
|
|
20,863,131 |
|
|
|
14,486,834 |
|
EBITDA |
$ |
25,196,820 |
|
|
$ |
19,633,573 |
|
|
$ |
49,246,719 |
|
|
$ |
33,900,435 |
|
Transaction fees and acquisition-related costs(1) |
|
455,214 |
|
|
|
68,417 |
|
|
|
2,773,859 |
|
|
|
223,644 |
|
Legal matters(2) |
|
566 |
|
|
|
— |
|
|
|
566 |
|
|
|
- |
|
Transition and consulting arrangements(3) |
|
194,708 |
|
|
|
— |
|
|
|
312,539 |
|
|
|
150,000 |
|
Customer claims(4) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Loss on extinguishment and refinancing costs(5) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stock-based compensation |
|
269,664 |
|
|
|
— |
|
|
|
461,516 |
|
|
|
— |
|
Tax Receivable Agreement Remeasurement(6) |
|
1,974,349 |
|
|
|
— |
|
|
|
1,974,349 |
|
|
|
— |
|
Other(7) |
|
48,141 |
|
|
|
222 |
|
|
|
169,881 |
|
|
|
708 |
|
Adjusted EBITDA |
$ |
28,139,462 |
|
|
$ |
19,702,212 |
|
|
$ |
54,939,429 |
|
|
$ |
34,274,787 |
|
Net Income Margin(8) |
|
4.9 |
% |
|
|
8.9 |
% |
|
|
5.7 |
% |
|
|
8.6 |
% |
EBITDA Margin(8) |
|
11.1 |
% |
|
|
18.5 |
% |
|
|
12.5 |
% |
|
|
18.0 |
% |
Adjusted EBITDA Margin(8) |
|
12.4 |
% |
|
|
18.6 |
% |
|
|
13.9 |
% |
|
|
18.2 |
% |
We are not able to provide the most directly comparable GAAP financial measure, or a quantitative reconciliation thereto, for the forward-looking guidance of estimated Adjusted EBITDA Margin without unreasonable effort due to the inherent uncertainty and difficulty in predicting the timing and amount of certain items, including but not limited to amortization of intangible assets and depreciation, which may be significant and difficult to project with a reasonable degree of accuracy, as the allocation of purchase price to intangible assets and property and equipment has not yet been performed. Because these adjustments are inherently variable and uncertain and depend on various factors that are beyond our control, we are also unable to predict their probable significance. The variability of these items could have an unpredictable, and potentially significant, impact on our future GAAP financial results.
We define Organic growth as the difference between total current and prior year sales less the impact of companies acquired and divested in the past twelve months divided by prior year sales. This Non-GAAP measure, as reconciled to GAAP below, is considered relevant to aid analysis and understanding of the Company's results, business trends and outlook measures aside from the material impact of the acquisition-related and other charges and ensures appropriate comparability to operating results of prior periods. The following table provides a reconciliation of the Non-GAAP financial measure, Organic Growth, to the most closely comparable GAAP financial measure, GAAP Revenue Growth:
GAAP Revenue Growth |
|
Acquisitions |
|
Divestitures |
|
Non-GAAP Organic Revenue Growth |
114% |
– |
50% |
+ |
0% |
= |
64% |
Q2 2026 Earnings August 11, 2026
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Company's future performance. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “may,” “could,” “plan,” “project,” “budget,” “predict,” “pursue,” “target,” “seek,” “objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These statements involve risks and uncertainties and Cardinal’s actual results could differ materially from the results expressed or implied by such forward-looking statements. The potential risks, uncertainties and other factors that could cause actual results to differ from those expressed by the forward-looking statements in this press release include, but are not limited to, difficulty in sustaining rapid revenue growth, which may place significant demands on Cardinal’s administrative, operational and financial resources, fluctuations in Cardinal’s revenue and the concentration of Cardinal’s business in the Southeastern United States, expectations regarding future growth, backlog, customer demand, Cardinal's ability to integrate new acquisitions and execute on Cardinal's overall strategy. Cardinal has based these forward-looking statements largely on its current expectations and projections regarding future events and trends that it believes may affect its business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in Cardinal’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) and Cardinal's other filings with the Securities and Exchange Commission. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Cardinal cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. Although forward-looking statements reflect the good faith beliefs of Cardinal’s management at the time they are made, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Cardinal undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law. These cautionary statements qualify all forward-looking statements attributable to Cardinal or persons acting on its behalf. Forward- Looking Statements
Non-GAAP Financial Measures We present our results of operations in a way that we believe will be the most meaningful and useful to investors, analysts, rating agencies and others who use our financial information to evaluate our performance. Some of our financial measures are not prepared in accordance with generally accepted accounting principles (“Non-GAAP”). For example, in this presentation, we present Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin, all of which are Non-GAAP financial measures as defined in the Company’s most recent Form 10-Q. These Non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be substitutes for any GAAP financial measures, including net income, and, as calculated, may not be comparable to companies in other industries or within the same industry with similarly titled measures of performance. See “Appendix A” for a discussion of the Non-GAAP financial measures and a reconciliation to the most comparable GAAP financial measure. Key Performance Indicators In addition to the foregoing non-GAAP financial measures, management uses backlog as a key performance metrics to assess future revenue visibility and anticipate business activity. Backlog develops as a result of new awards, which represent the potential revenue value realizable pursuant to new project commitments received by us during a given period. Backlog is measured and defined differently by companies within our industry. We refer to “backlog” as the unearned revenue we expect to earn in future periods on our executed contracts. As the construction on our projects progresses, we increase or decrease backlog to take into account newly signed contracts, revenue earned during the period and our estimates of the effects of changes in estimated quantities, changed conditions, change orders and other variations from previously anticipated contract revenues, including completion penalties and incentives. In the event of a project cancellation, termination or scope adjustment, we typically have no contractual right to the total revenues reflected in our backlog. The timing of contract awards, duration of large new contracts and the mix of services, subcontracted work and material in our contracts can significantly affect backlog reporting. We cannot guarantee that the revenue projected in our backlog will be realized, or if realized, will result in earnings. Given these factors, our backlog at any point in time may not accurately represent the revenue that we expect to realize during any period, and our backlog as of the end of a fiscal year may not be indicative of the revenue we expect to earn in the following fiscal year. Given that backlog is an operational measure and that the Company’s methodology for calculating backlog does not meet the definition of a non-GAAP financial measure, a quantitative reconciliation is not required or provided. Non-GAAP Financial Measures & Key Performance Indicators
Q2 2026: Record Revenue and Backlog Fuel Higher Outlook 1) See “Non-GAAP Financial Measures” in the appendix for definitions and reconciliations to the most directly comparable GAAP measures. $226.9M +114% YoY; +64% organic Revenue $11.1M +18% YoY Net Income Gross Profit & Margin $24.5M 10.8% $36.0M 15.9% Adj. Gross Profit & Margin EBITDA & Margin $25.2M 11.1% Adj. EBITDA & Margin $28.1M 12.4% YTD +110% YTD +41% YTD +45% YTD +60% YTD 12.5% YTD 13.9% YTD +100% YTD +80% YTD 12.5% YTD 17.8% Acquisition of Allied Paving Bolsters ALGC Position Our 9th acquisition since 2021 and 3rd acquisition of 2026 Meaningfully accretive transaction purchased at ~5.5x adj. EBITDA Continued Market Share Gains Driving Results Revenue growth broad-based across commercial and industrial, commercial retail and residential end markets Winning larger, more complex projects and new-logo customers as reputation for speed and self-performed delivery builds Backlog of $866M at June 30; +35% YoY Reflecting key project wins across a robust bidding environment Adjusting Full Year 2026 Outlook Revenue guidance raised to $880 million - $900 million; +95% growth from 2025 at the midpoint Adj. EBITDA margin range moves to 16-18% on one-time growth costs recognized in Q2 and accelerated investments in organizational and corporate maturity (1) (1) (1)
Allied Paving Acquisition Allied Paving verticalizes ALGC’s Atlanta operations supporting synergy-driven margin capture across Atlanta and North Georgia. COMPANY OVERVIEW Heavy site and roadway construction specialist Serves municipal, commercial, and residential development across Atlanta and broader North Georgia Founder-owned and operated, with a safety-driven culture and seasoned crews STRATEGIC RATIONALE Executed by local management through Cardinal’s proven, tuck-in playbook In-house paving shortens project timelines and captures project margin Deepens density in one of the Southeast’s fastest-growing construction markets TRANSACTION SUMMARY Annual revenue: $108M Adj. EBITDA margin: 20.3% EV / EBITDA purchase multiple: 5.5x 9 Acquisitions since 2021 3 Markets entered via M&A $420M+ In annual pro-forma acquired revenue ~90 Day average integration PROVEN CARDINAL EXECUTION 1) See “Non-GAAP Financial Measures” in the appendix for definitions and reconciliations to the most directly comparable GAAP measure. Pro forma acquired revenue was prepared by combining the estimated financial results for Allied for the full fiscal year ended December 31, 2026, as if the transaction had closed as of the first day of the fiscal year. (1) (1)
+114% Total +64% Organic 12.4% Adj. EBITDA Margin +43% Q2 2026: Scaling the Platform 64% organic growth, plus contributions including ALGC and Piedmont Pipe Robust bidding environment across end markets supporting growth Strong traction on end-market diversification efforts across the footprint Year-to-date revenues +110% or $394.4 million New project awards this quarter spanned a broad range of end markets, across commercial and industrial site work including mission-critical, retail, manufacturing as well as residential One-time subcontractor/rental costs and shifts in project deployment schedules dragged on Q2 performance Weather disruptions in Georgia further impacted results Year-to-date adjusted EBITDA of $54.9 million, +60%; Adjusted EBITDA margin of 13.9% 1) See “Non-GAAP Financial Measures” in the appendix for definitions and reconciliations to the most directly comparable GAAP measures. +35% (1)
2026 Consolidated Revenue Guidance $880M – $900M 2026 Adj. EBITDA Margin Target 16% - 18% 1) See “Non-GAAP Financial Measures” in the appendix for definitions and reconciliations to the most directly comparable GAAP measures. NOTE: Guidance reflects management's current estimates and is forward-looking. Actual results may differ materially. Updating Full-Year 2026 Outlook Q2 revenue accelerated to +114% YoY; H1’26 revenues +110% Record backlog of $866M (+35% YoY) lends strong visibility through H2’26 and beyond Contributions from ALGC, Piedmont Pipe, and now Allied Paving Reflects one-time incremental subcontracted labor and equipment costs in not-yet-turnkey markets in Q2 Includes assumed step up in general & administrative expense in H2’26 to support significant customer demand, platform growth Medium-term target unchanged at low-20s% as new markets reach full self-performance Full-year Adjusted EBITDA dollars exceed original plan despite lower margin rate, given strong YTD performance
Investment Thesis Cardinal is a differentiated, high-growth infrastructure services platform positioned to capture the multi-decade buildout of the Southeastern United States I Differentiated Turnkey Model One of the few scaled, full-service site prep providers in the Southeast. 97% of revenue from negotiated contracts, reflecting pricing power and customer preference for speed and quality. II Proven, Repeatable, Growth Flywheel A repeatable four-step market entry model: launch in residential, vertically integrate, expand into commercial/DOT and expand into adjacent markets. Now operating across Raleigh, Charlotte, Greensboro and Atlanta and surrounding areas. III Powerful Secular Tailwinds Structural demand from Southeastern population growth, corporate reshoring, manufacturing + data center buildout and NC DOT improvement plan through 2033 creates durable, multi-cycle demand across end markets. IV Highly Visible Revenue $866M backlog as of 06/30/26 with ~80% of revenue from repeat customers and diversification across residential, commercial and industrial, DOT/municipal and paving end markets. V Industry-Leading Financial Profile FY’25 results reflect 45% revenue growth, 21.1% Adj. Gross Profit Margin and 17.9% Adjusted EBITDA Margin. Cardinal leads public peers on revenue CAGR and backlog/revenue ratio, and offers top-tier Adj. EBITDA margins VI Management Aligned, Proven Team Founder-led management team with 30+ years of infrastructure and construction experience, remaining the largest shareholders post-IPO. 1) See “Non-GAAP Financial Measures” in the appendix for definitions and reconciliations to the most directly comparable GAAP measures. NOTE: Repeat customers defined as customers with billings in more than one FY. Metric based on 2024 to 2025 billings.
Integrity from the ground up
This presentation contains references to “Adjusted Gross Profit,” “Adjusted Gross Profit Margin,” “EBITDA,” “Adjusted EBITDA,” and “Adjusted EBITDA Margin” financial measures which are, in each case, Non-GAAP financial measures. Adjusted Gross Profit: We define Adjusted Gross Profit as total revenue less cost of sales, exclusive of depreciation and amortization. Adjusted Gross Profit Margin represents Adjusted Gross Profit as a percentage of total revenue. Adjusted Gross Profit Margin: We define Adjusted Gross Profit Margin represents Adjusted Gross Profit as a percentage of total revenue. Adjusted EBITDA: We define EBITDA as net income for the period adjusted for interest expense, net income tax expense, depreciation and amortization expense. Adjusted EBITDA further adjusts EBITDA for certain expenses associated with non-cash stock-based compensation and non-routine transactions. Adjusted EBITDA Margin: We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue Organic Revenue Growth: We define organic revenue growth as the difference between current year and prior year revenues less the impact of acquired or divested companies in the past 12 months Non-GAAP Financial Measures
Non-GAAP Financial Measure Reconciliations GAAP Revenue Growth Acquisitions Divestitures Non-GAAP Organic Revenue Growth 114% – 50% + 0% = 64% The table directly below reconciles Adjusted Gross Profit to Gross Profit, the most directly comparable to GAAP measure and shows Gross Profit calculated as revenues less cost of revenues (excluding depreciation and amortization) and depreciation and amortization expense. While Gross Profit is not presented as a separate line item or subtotal in our audited financial statements for the quarters ended June 30, 2026, and 2025, we present Gross Profit in the below table solely to facilitate the reconciliation of Adjusted Gross Profit, a non-GAAP measure, to the most directly comparable GAAP measure. We define Organic revenue growth or organic growth as the difference between total current and prior year sales less the impact of companies acquired and divested in the past three months divided by prior year sales. This non-GAAP measure, as reconciled to GAAP above, is considered relevant to aid analysis and understanding of the Company’s results, business trends and outlook measures aside from the material impact of the acquisition-related and other charges and ensures appropriate comparability to operating results of prior periods. The following table provides a reconciliation of GAAP Revenue Growth, the most closely comparable GAAP financial measure, to Non-GAAP Organic Revenue Growth:
Non-GAAP Financial Measure Reconciliations (1) Represents transaction fees and acquisition-related costs incurred in connection with acquisitions and planned acquisitions. (2) Represents costs associated with legal matters in which the Company is a defendant. (3) Represents certain consulting and recruiting costs related to acquisitions and public company readiness. (4) Represents revenue impact from customer claims. (5) Represents financing and extinguishment-related expenses. (6) Represents Tax Receivable Agreement Liability Remeasurement losses recognized in other expense, net. (7) Represents certain other gains and charges that we do not believe reflect our underlying business performance. (8) Calculated as a percentage of revenue. We define EBITDA as net income for the period adjusted for interest expense, net income tax expense, depreciation and amortization expense. Adjusted EBITDA further adjusts EBITDA for certain expenses associated with non-cash related stock-based compensation and non-routine transactions. We define EBITDA Margin as EBITDA as a percentage of revenue, and Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue. The following table provides a reconciliation of net income and net income margin, the most closely comparable GAAP financial measure, to EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin:
