$CDNL

Cardinal Infrastructure Group Inc.

CIK:0002079999|SEC Filings

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2026

Jun. 30, 2025

Jun. 30, 2026

Jun. 30, 2025

Income Statement [Abstract]

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

General and administrative

9,024,651

2,965,982

19,166,782

5,091,952

Depreciation expense

6,768,987

6,105,814

12,471,397

11,177,155

Amortization expense

4,824,386

1,782,179

8,391,734

3,309,679

Gain on disposal of property and equipment

(48,998)

(51,395)

(110,945)

Income from operations

15,478,448

11,745,587

30,258,589

19,655,008

Other expense:

Interest expense, net

(3,466,263)

(1,581,192)

(5,712,139)

(2,607,468)

Other expense, net

(1,875,001)

(7)

(1,875,001)

(241,407)

Total other expense, net

(5,341,264)

(1,581,199)

(7,587,140)

(2,848,875)

Net income before taxes

10,137,184

10,164,388

22,671,449

16,806,133

Income tax benefit (provision)

1,011,122

(714,261)

(42,107)

(714,261)

Net income

11,148,306

9,450,127

22,629,342

16,091,872

Less: Net income attributable to noncontrolling interests

6,472,939

2,282,422

14,535,537

3,447,186

Net income attributable to Cardinal Infrastructure Group Inc.

$ 4,675,367

$ 7,167,705

$ 8,093,805

$ 12,644,686

Earnings per share:

Basic earnings per share

^[1]

$ 0.3

$ 0.53

Diluted earnings per share

^[1]

$ 0.26

$ 0.53

Weighted average shares of Class A common stock outstanding:

Weighted average shares of common stock outstanding, Basic

^[1]

15,586,953

15,349,112

Weighted average shares of common stock outstanding, Diluted

^[1]

43,127,603

15,353,808

[1]	(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 (see Note 14)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash flows from operating activities:
Net income	$ 22,629,342	$ 16,091,872
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	12,471,397	11,177,155
Amortization of debt issuance costs	275,751	0
Amortization of other intangible assets	8,391,734	3,309,679
Gain on disposal of property and equipment	(51,395)	(110,945)
Noncash stock compensation	461,517	0
Change in fair value of tax receivable agreement liability	1,974,349
Earnings from investments in unconsolidated affiliates	0	(95,393)
Provision for deferred income taxes	(43,438)	0
Changes in operating assets and liabilities:
Accounts receivable, net	(34,379,220)	(913,222)
Contract assets	(32,710,166)	(14,340,614)
Prepaid expenses	230,034	(333,966)
Other assets	308,820	(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)
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)	0
Principal payments on finance lease obligations	(1,514,248)	(1,436,760)
Payments of deferred consideration	(3,966,618)	(312,501)
Member distributions	0	(5,448,838)
Proceeds from equity offering, net of underwriting discounts	319,010,000	0
Payment of issuance costs	(568,863)	0
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
Supplemental non-cash investing and financing activities:
Purchases of property and equipment acquired through acquisitions	39,898,289	11,772,500
Purchases of property and equipment financed with finance leases	695,897	1,442,071
Purchases of property and equipment financed wth notes payable	3,412,020	0
Purchases of property and equipment in accounts payable and accrued expenses	73,694	0
Right-of-use assets recognized with operating leases	13,336,266	1,937,837
Unfavorable lease fair value adjustment recognized on acquisition	1,380,000	0
Decrease in accrued and unpaid member distributions	0	345,855
Increase in deferred acquisition consideration payable	0	1,358,331
Unrealized cash flow hedge losses	63,358	0
Fair value of contingent consideration liabilities - Tax Benefit Agreement and Tax Receivable Agreement	12,300,000	0
Rollover equity issued as consideration for acquisitions	0	4,540,000
Establishment of deferred tax asset related to the Tax Receivable Agreement	6,774,946
Establishment of liabilities under the Tax Receivable Agreement	5,758,704
Net effect of the Tax Receivable Agreement within additional paid in capital	1,016,242
Class A Stock
Supplemental non-cash investing and financing activities:
Stock issued as consideration for acquisition	8,489,557	0
Class B Equity and LLC Units
Supplemental non-cash investing and financing activities:
Stock issued as consideration for acquisition	$ 102,809,682	$ 0

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2026	Mar. 31, 2026	Dec. 31, 2025
Current assets:
Cash	$ 339,092,289		$ 97,149,425
Accounts receivable, net	114,413,290		61,282,268
Contract assets	98,171,438		54,894,260
Prepaid expenses	2,099,136		1,892,615
Other assets	1,306,912		432,584
Total current assets	555,083,065		215,651,152
Property and equipment, net	150,212,265		84,901,602
Operating lease right-of-use assets	20,664,409		8,929,742
Goodwill	133,216,343		23,510,649
Intangible assets, net	101,851,956		15,513,692
Deferred tax assets	52,888,382		46,080,518
Other non-current assets	554,739		0
Total assets	1,014,471,159		394,587,355
Current liabilities:
Current portion of notes payable	10,970,395		6,128,674
Current portion of finance lease liabilities	3,433,406		3,349,359
Current portion of operating lease liabilities	6,187,695		3,814,686
Accounts payable	111,988,244		60,600,099
Accrued expenses	11,486,477		2,956,314
Deferred consideration payable	1,200,000		3,966,618
Contract liabilities	9,230,997		10,831,564
Total current liabilities	154,497,214		91,647,314
Notes payable, less current portion, net of unamortized debt issuance costs	186,069,703		113,152,864
Finance lease liabilities, less current portion	4,071,911		4,974,309
Operating lease liabilities, less current portion	16,886,049		5,851,516
Tax receivable agreement liability	47,156,582		39,423,529
Contingent consideration	12,300,000		0
Total liabilities	420,981,459		255,049,532
Commitments and contingencies (Note 15)
Stockholders' equity
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
Additional paid-in capital	236,061,238		57,593,814
Retained earnings	8,957,398		863,593
Accumulated other comprehensive income	33,630		0
Total Cardinal Infrastructure Group Inc. stockholders' equity	245,057,014		58,461,241
Noncontrolling interests	348,432,686		81,076,582
Total equity	593,489,700	$ 262,001,586	139,537,823
Total liabilities and stockholders' equity	1,014,471,159		394,587,355
Class A Common Stock
Stockholders' equity
Common stock, value	2,025		1,495
Class B Common Stock
Stockholders' equity
Common stock, value	$ 2,723		$ 2,339