Cardinal Infrastructure Group Inc. Reports Third Quarter 2026 Results
Company reports strong revenue growth and outlines actions to strengthen execution and profitability
"Revenue grew 65.1% this quarter to
"As a second-generation operator with more than 30 years of experience in this industry, I know what strong project execution requires, and I recognize when we need to raise our standard. We are taking several actions to do just that.
"Separately, in collaboration with
Third Quarter Results
Revenues increased
Cost of revenues increased
Gross margin decreased 10.5 percentage points to 5.4% for the three months ended
General and administrative expenses increased
The Company reported a net loss of
Year-To-Date Results
Revenues increased
Cost of revenues increased
Gross margin decreased 3.9 percentage points to 11.5% for the nine months ended
General and administrative expenses increased
Net income was
Select Balance Sheet and Liquidity Information
As of
Share Repurchase Program
The Company's Board of Directors has authorized a share repurchase program under which the Company may repurchase up to
Backlog
Cardinal's total backlog as of
Guidance
The Company is withdrawing its previously issued full-year 2026 revenue and Adjusted EBITDA margin guidance. While the Company currently expects fourth-quarter Adjusted EBITDA to improve from the third quarter, it is not providing a specific revenue or margin outlook.
Leadership Transition
On
Conference Call
Cardinal management will discuss results and outlook during its quarterly investor conference call today starting at
About Cardinal
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among other things, statements regarding the Company's expected fourth-quarter performance; the timing, implementation and expected benefits of the Company's operational improvement initiatives; the Company's expectations regarding project estimating, project review, forecasting, execution and profitability; the Company's capital allocation priorities and potential repurchases of Class A common stock pursuant to its share repurchase program; the proposed acquisition of
These statements involve risks and uncertainties, and Cardinal's actual results could differ materially from those expressed or implied by such forward-looking statements. The potential risks, uncertainties and other factors that could cause actual results to differ include, but are not limited to: the Company's ability to successfully implement its operational improvement initiatives; the timing and effectiveness of improvements to project estimating, project review, forecasting and execution processes; additional changes in estimates of costs or revenues associated with the Company's contracts; the Company's ability to improve project profitability and operating margins; volatility in fuel, transportation, labor and other project costs; risks associated with fixed-price contracts; the Company's ability to successfully integrate completed acquisitions and realize their anticipated benefits; the ultimate outcome of the proposed
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 fiscal year ended
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Condensed Consolidated Statements of Operations (Unaudited) |
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Three Months Ended |
|
|
Nine Months Ended |
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(in thousands, except per share amounts) |
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
Revenues |
$ |
201,927 |
|
|
$ |
122,324 |
|
|
$ |
596,371 |
|
|
$ |
310,236 |
|
|
Cost of revenues |
|
191,123 |
|
|
|
102,889 |
|
|
|
527,493 |
|
|
|
262,581 |
|
|
Gross profit |
|
10,804 |
|
|
|
19,435 |
|
|
|
68,878 |
|
|
|
47,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
General and administrative |
|
14,705 |
|
|
|
5,124 |
|
|
|
34,128 |
|
|
|
10,380 |
|
|
Amortization expense |
|
4,889 |
|
|
|
2,292 |
|
|
|
13,281 |
|
|
|
5,601 |
|
|
(Loss) income from operations |
|
(8,790) |
|
|
|
12,019 |
|
|
|
21,469 |
|
|
|
31,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest expense, net |
|
1,734 |
|
|
|
1,264 |
|
|
|
7,446 |
|
|
|
3,872 |
|
|
Other expense (income), net |
|
1,066 |
|
|
|
(331) |
|
|
|
2,941 |
|
|
|
(90) |
|
|
Net (loss) income before taxes |
|
(11,590) |
|
|
|
11,086 |
|
|
|
11,082 |
|
|
|
27,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income tax benefit (expense) |
|
627 |
|
|
|
(977) |
|
|
|
585 |
|
|
|
(1,691) |
|
|
Net (loss) income |
|
(10,963) |
|
|
|
10,109 |
|
|
|
11,667 |
|
|
|
26,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Less: Net (loss) income attributable to noncontrolling |
|
(6,564) |
|
|
|
3,016 |
|
|
|
7,972 |
|
|
|
6,463 |
|
|
Net (loss) income attributable to Cardinal Infrastructure |
$ |
(4,399) |
|
|
$ |
7,093 |
|
|
$ |
3,695 |
|
|
$ |
19,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
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(Loss) earnings per share: |
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|
|
|
|
|
|
|
|
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||||
|
Basic |
$ |
(0.21) |
|
|
|
|
|
$ |
0.22 |
|
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|
|
||
|
Diluted |
$ |
(0.21) |
|
|
|
|
|
$ |
0.22 |
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||
|
|
|
|
|
|
|
|
|
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|
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|
||||
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Weighted average shares of Class A common stock outstanding: |
|
|
|
|
|
|
|
||||||||
|
Basic |
|
20,597 |
|
|
|
|
|
|
17,118 |
|
|
|
|
||
|
Diluted |
|
20,597 |
|
|
|
|
|
|
17,136 |
|
|
|
|
||
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Condensed Consolidated Balance Sheets (Unaudited) |
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(in thousands, except per share amounts) |
|
September 30, 2026 |
|
|
December 31, 2025 |
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ASSETS |
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Current assets: |
|
|
|
|
|
|
||
|
Cash |
|
$ |
335,003 |
|
|
$ |
97,149 |
|
|
Accounts receivable, net |
|
|
125,157 |
|
|
|
61,282 |
|
|
Contract assets |
|
|
84,435 |
|
|
|
54,894 |
|
|
Prepaid expenses |
|
|
2,141 |
|
|
|
1,893 |
|
|
Other assets |
|
|
2,921 |
|
|
|
433 |
|
|
Total current assets |
|
|
549,657 |
|
|
|
215,651 |
|
|
Property and equipment, net |
|
|
154,067 |
|
|
|
84,902 |
|
|
Operating lease right-of-use assets |
|
|
19,160 |
|
|
|
8,930 |
|
|
|
|
|
133,216 |
|
|
|
23,511 |
|
|
Intangible assets, net |
|
|
96,963 |
|
|
|
15,514 |
|
|
Deferred tax assets |
|
|
63,853 |
|
|
|
46,081 |
|
|
Other non-current assets |
|
|
2,224 |
|
|
|
— |
|
|
Total assets |
|
|
1,019,140 |
|
|
|
394,589 |
|
|
|
|
|
|
|
|
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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|
|
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Current liabilities: |
|
|
|
|
|
|
||
|
Current portion of notes payable |
|
$ |
11,706 |
|
|
$ |
6,129 |
|
|
Current portion of finance lease liabilities |
|
|
3,335 |
|
|
|
3,349 |
|
|
Current portion of operating lease liabilities |
|
|
6,393 |
|
|
|
3,815 |
|
|
Accounts payable |
|
|
106,870 |
|
|
|
60,600 |
|
|
Accrued expenses |
|
|
10,954 |
|
|
|
2,956 |
|
|
Deferred consideration payable |
|
|
900 |
|
|
|
3,967 |
|
|
Contract liabilities |
|
|
15,691 |
|
|
|
10,832 |
|
|
Total current liabilities |
|
|
155,849 |
|
|
|
91,648 |
|
|
Notes payable, less current portion, net of unamortized debt issuance costs |
|
|
186,810 |
|
|
|
113,153 |
|
|
Finance lease liabilities, less current portion |
|
|
3,191 |
|
|
|
4,974 |
|
|
Operating lease liabilities, less current portion |
|
|
15,894 |
|
|
|
5,852 |
|
|
Tax receivable agreement liability |
|
|
55,937 |
|
|
|
39,424 |
|
|
Contingent consideration |
|
|
12,300 |
|
|
|
— |
|
|
Total liabilities |
|
$ |
429,981 |
|
|
$ |
255,051 |
|
|
|
|
|
|
|
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|
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|
Commitments and contingencies (see Note 12) |
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|
|
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||
|
Stockholders' equity |
|
|
|
|
|
|
||
|
Preferred stock, |
|
|
— |
|
|
|
— |
|
|
Class A common stock, |
|
$ |
2 |
|
|
$ |
1 |
|
|
Class B common stock, |
|
|
3 |
|
|
|
2 |
|
|
Additional paid-in capital |
|
|
256,459 |
|
|
|
57,594 |
|
|
Retained earnings |
|
|
4,558 |
|
|
|
864 |
|
|
Accumulated other comprehensive income |
|
|
744 |
|
|
|
— |
|
|
Total |
|
|
261,766 |
|
|
|
58,461 |
|
|
Noncontrolling interests |
|
|
327,393 |
|
|
|
81,077 |
|
|
Total equity |
|
|
589,159 |
|
|
|
139,538 |
|
|
Total liabilities and stockholders' equity |
|
$ |
1,019,140 |
|
|
$ |
394,589 |
|
|
|
||||||||
|
Condensed Consolidated Statements of Cash Flows (Unaudited) |
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|
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|
|
Nine Months Ended |
|
|||||
|
(in thousands) |
|
2026 |
|
|
2025 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
||
|
Net income |
|
$ |
11,667 |
|
|
$ |
26,201 |
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
|
Depreciation expense |
|
|
19,889 |
|
|
|
17,715 |
|
|
Amortization of debt issuance costs |
|
|
1,532 |
|
|
|
— |
|
|
Amortization of other intangible assets |
|
|
13,281 |
|
|
|
5,601 |
|
|
Noncash stock compensation |
|
|
3,690 |
|
|
|
— |
|
|
Change in fair value of tax receivable agreement liability |
|
|
1,974 |
|
|
|
— |
|
|
Provision for deferred income taxes |
|
|
(668) |
|
|
|
— |
|
|
Other non-cash adjustments, net |
|
|
1,056 |
|
|
|
(222) |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
|
Accounts receivable, net |
|
|
(45,123) |
|
|
|
(18,837) |
|
|
Contract assets |
|
|
(18,974) |
|
|
|
(20,935) |
|
|
Accounts payable |
|
|
34,529 |
|
|
|
17,231 |
|
|
Accrued expenses |
|
|
6,626 |
|
|
|
1,612 |
|
|
Other assets and liabilities, net |
|
|
856 |
|
|
|
(2,026) |
|
|
Net cash provided by operating activities |
|
$ |
30,335 |
|
|
$ |
26,340 |
|
|
|
|
|
|
|
|
|
||
|
Cash flows from investing activities: |
|
|
|
|
|
|
||
|
Purchases of property and equipment |
|
$ |
(41,586) |
|
|
$ |
(31,729) |
|
|
Acquisitions, net of cash acquired |
|
|
(133,431) |
|
|
|
(19,898) |
|
|
Other, net |
|
|
285 |
|
|
|
255 |
|
|
Net cash used in investing activities |
|
$ |
(174,732) |
|
|
$ |
(51,372) |
|
|
|
|
|
|
|
|
|
||
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
|
Proceeds from notes payable |
|
$ |
113,000 |
|
|
$ |
45,391 |
|
|
Principal payments on notes payable |
|
|
(38,394) |
|
|
|
(11,217) |
|
|
Payment of debt issuance costs |
|
|
(4,184) |
|
|
|
— |
|
|
Principal payments on finance lease obligations |
|
|
(2,346) |
|
|
|
(2,357) |
|
|
Payments of deferred consideration |
|
|
(4,267) |
|
|
|
(692) |
|
|
Member distributions |
|
|
— |
|
|
|
(8,600) |
|
|
Proceeds from equity offering, net of underwriting discounts |
|
|
319,010 |
|
|
|
— |
|
|
Other, net |
|
|
(568) |
|
|
|
(22) |
|
|
Net cash provided by financing activities |
|
$ |
382,251 |
|
|
$ |
22,503 |
|
|
Net change in cash |
|
|
237,854 |
|
|
|
(2,529) |
|
|
|
|
|
|
|
|
|
||
|
Cash |
|
|
|
|
|
|
||
|
Beginning of period |
|
|
97,149 |
|
|
|
20,917 |
|
|
End of period |
|
$ |
335,003 |
|
|
$ |
18,388 |
|
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. Certain of these financial measures are not calculated in accordance with generally accepted accounting principles in
Reconciliation to Non-GAAP Measures
Earnings before interest, taxes, depreciation and amortization ("EBITDA"), adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"), Free Cash Flow, and Net (cash) debt are not measures of results of operations, cash flows from operations or indebtedness under
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 Adjusted EBITDA margin as Adjusted EBITDA as a percentage of revenue. We define Net (cash) debt as total debt less cash and cash equivalents and Net (cash) debt / Adjusted EBITDA as Net (cash) debt as a multiple of Adjusted EBITDA. We define Interest Coverage as Adjusted EBITDA as a multiple of interest expense, net. We define Free Cash Flow as net cash provided by (used) in operating activities less Capital Expenditures, net of disposals.
The following provides a reconciliation of net income, the most closely comparable GAAP financial measure, to EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, and provides Net (cash) debt / Adjusted EBITDA, Interest Coverage, and Free Cash Flow:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
December 31, |
|
|||||||||
|
(in thousands) |
2026 |
|
2025 |
|
|
2026 |
|
2025 |
|
|
|
|
|||||
|
Net income (loss) |
$ |
(10,963) |
|
$ |
10,109 |
|
|
$ |
11,667 |
|
$ |
26,201 |
|
|
$ |
31,093 |
|
|
Interest expense, net |
|
1,734 |
|
|
1,264 |
|
|
|
7,446 |
|
|
3,872 |
|
|
|
6,826 |
|
|
Income tax expense (benefit) |
|
(627) |
|
|
977 |
|
|
|
(585) |
|
|
1,691 |
|
|
|
1,967 |
|
|
Depreciation and amortization expense |
|
12,307 |
|
|
8,830 |
|
|
|
33,170 |
|
|
23,316 |
|
|
|
32,375 |
|
|
EBITDA |
$ |
2,451 |
|
$ |
21,180 |
|
|
$ |
51,698 |
|
$ |
55,080 |
|
|
$ |
72,261 |
|
|
Transaction fees and acquisition-related costs(1) |
|
1,132 |
|
|
170 |
|
|
|
3,906 |
|
|
393 |
|
|
|
793 |
|
|
Transition and consulting arrangements(2) |
|
512 |
|
|
— |
|
|
|
825 |
|
|
150 |
|
|
|
150 |
|
|
Loss on extinguishment and refinancing costs |
|
1,109 |
|
|
— |
|
|
|
1,109 |
|
|
— |
|
|
|
— |
|
|
Stock-based compensation |
|
3,229 |
|
|
— |
|
|
|
3,690 |
|
|
— |
|
|
|
5,869 |
|
|
Non-recurring IPO related travel and |
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
2,342 |
|
|
Tax Receivable Agreement Remeasurement(3) |
|
— |
|
|
— |
|
|
|
1,974 |
|
|
— |
|
|
|
— |
|
|
Other(4) |
|
62 |
|
|
47 |
|
|
|
232 |
|
|
48 |
|
|
|
52 |
|
|
Adjusted EBITDA |
$ |
8,495 |
|
$ |
21,397 |
|
|
$ |
63,434 |
|
$ |
55,671 |
|
|
$ |
81,466 |
|
|
Adjusted EBITDA margin |
|
4.2 |
% |
|
17.5 |
% |
|
|
10.6 |
% |
|
17.9 |
% |
|
|
17.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total debt |
|
|
|
|
|
|
198,516 |
|
|
80,765 |
|
|
|
119,282 |
|
||
|
Cash and cash equivalents |
|
|
|
|
|
|
335,003 |
|
|
18,388 |
|
|
|
97,149 |
|
||
|
Net (cash) debt |
|
|
|
|
|
$ |
(136,487) |
|
$ |
62,377 |
|
|
$ |
22,133 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net (cash) debt / Adjusted EBITDA |
|
|
|
|
|
-2.2x |
|
1.1x |
|
|
0.3x |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Adjusted EBITDA |
|
|
|
|
|
$ |
63,434 |
|
$ |
55,671 |
|
|
$ |
81,466 |
|
||
|
Interest expense, net |
|
|
|
|
|
|
7,446 |
|
|
3,872 |
|
|
|
6,826 |
|
||
|
Interest coverage |
|
|
|
|
|
8.52x |
|
14.38x |
|
|
11.94x |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net cash provided by operating activities |
|
8,340 |
|
|
10,018 |
|
|
|
30,335 |
|
|
26,340 |
|
|
|
37,901 |
|
|
Capital expenditures |
|
(7,601) |
|
|
(9,108) |
|
|
|
(41,586) |
|
|
(31,729) |
|
|
|
(43,815) |
|
|
Free cash flow |
$ |
739 |
|
$ |
910 |
|
|
$ |
(11,251) |
|
$ |
(5,389) |
|
|
$ |
(5,914) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
(1) Represents transaction fees and acquisition-related costs incurred in connection with acquisitions and planned acquisitions. |
|
||||||||||||||||
|
(2) Represents certain consulting and recruiting costs related to acquisitions and public company readiness. |
|
||||||||||||||||
|
(3) Represents the remeasurement loss related to the tax receivable agreement liability recognized in other expenses, net. |
|
||||||||||||||||
|
(4) Represents certain other gains and charges that we do not believe reflect our underlying business performance. |
|
||||||||||||||||
We define Organic Revenue Growth as the change in revenues between the current and prior-year periods, excluding the impact of companies acquired or divested during the preceding twelve months. 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 Revenue Growth, to the most closely comparable GAAP financial measure, GAAP Revenue Growth (in millions):
|
Three Months Ended September 30, 2026 |
|
|||||||||||||
|
GAAP Revenue |
|
|
Acquisitions |
|
|
Divestitures |
|
|
Non-GAAP Organic |
|
||||
|
$ |
79.6 |
|
– |
$ |
55.7 |
|
+ |
$ |
- |
|
= |
$ |
23.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Nine Months Ended September 30, 2026 |
|
|||||||||||||
|
GAAP Revenue |
|
|
Acquisitions |
|
|
Divestitures |
|
|
Non-GAAP Organic |
|
||||
|
$ |
286.1 |
|
– |
$ |
142.0 |
|
+ |
$ |
- |
|
= |
$ |
144.1 |
|
View original content to download multimedia:https://www.prnewswire.com/news-releases/cardinal-infrastructure-group-inc-reports-third-quarter-2026-results-302937277.html
SOURCE
Contacts: investor.relations@cardinalinfrastructuregroup.com