Cardinal Infra (CDNL) Q3 2026 Earnings Call Transcript

DATE

Thursday, Nov. 12, 2026

CALL PARTICIPANTS

• General Counsel - Tiffany Gidley
• Chairman and Chief Executive Officer - Jeremy Spivey
• Chief Operating Officer - Benji Wood
• Chief Financial Officer - Mike Rowe
• Investor Relations - Tiffany Gidley

TAKEAWAYS

• Revenue -- $201.9 million, representing 65.1% year-over-year growth driven by $55.7 million from recent acquisitions and $23.9 million in organic expansion.
• Adjusted EBITDA Margin -- 4.2%, declining from 17.5% in the prior year period due to project estimate revisions, residential pricing pressure, and elevated fuel costs.
• Project Estimate Revisions -- $13.2 million, reducing gross profit and accounting for 6.5 percentage points of the total adjusted EBITDA margin decline.
• Adjusted EBITDA -- $8.5 million, declining from $21.4 million last year as project revisions and higher transportation costs offset top-line growth.
• Net Loss -- $11.0 million, compared to net income of $10.1 million in the third quarter of 2025.
• Gross Margin -- 5.4%, decreasing from 15.9% in the prior year period reflecting lower initial bid margins on certain commercial and industrial projects.
• Total Backlog -- $815.5 million, representing a 26.2% year-over-year increase primarily reflecting the integration of ALGC.
• Share Repurchase Program -- $50 million, authorized by the Board of Directors for repurchases of Class A common stock over the next 12 months.
• Fuel and Transportation Costs -- 3.5 percentage points, representing the specific margin impact from increased logistics and energy expenses during the quarter.
• Project Concentration -- Ten specific projects accounted for 61% of the total estimate revision, with three residential projects in the Carolinas alone representing 50% of the impact.
• General and Administrative Expenses -- $14.7 million, increasing by $9.6 million primarily due to $3.2 million in stock-based compensation and costs from acquired businesses.
• Nine-Month Revenue -- $596.4 million, increasing 92.2% year over year with $144.1 million contributed by organic growth.
• Liquidity -- $335.0 million, in cash and cash equivalents as of Sept. 30, 2026, compared to $97.1 million at the end of 2025.
• Net Cash Position -- $136.5 million, reflecting $335.0 million in cash against $198.5 million in total debt.
• Capital Expenditures -- $41.6 million, for the first nine months of 2026 compared to $31.7 million in the prior year period.
• Operating Cash Flow -- $30.3 million, for the first nine months of 2026 compared to $26.3 million for the same period last year.
• Full-Year Guidance -- Withdrawn, for both revenue and adjusted EBITDA margin as management strengthens internal project-level forecasting and review processes.
• Project Status -- 75%, of the projects with estimate revisions are currently finished with full completion expected by the early first quarter of 2027.
• Data Center Contract -- 50% increase, in the original Phase 1 contract value following a substantial project plan revision and executed change order.
• Credit Availability -- $350.0 million, including $100.0 million from a revolving credit facility and $250.0 million under a delayed draw term loan.

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RISKS

• Spivey stated, "The residential market is soft. There is a significant amount of margin compression in the Carolinas... and I'll let Benji speak to Atlanta, but we're going to continue to see that throughout 2027 unless things change with rates and there's some geopolitical resolution," indicating prolonged pressure on construction margins.
• Spivey warned that when interest rates hit in the third quarter, the company saw expedited softness in its residential markets, which had previously been stabilized.

SUMMARY

Cardinal Infrastructure Group Inc. (NASDAQ:CDNL) reported a significant decline in quarterly profitability despite high revenue growth, leading management to withdraw its full-year 2026 financial guidance. The company experienced material margin compression driven by cost estimate revisions on a small number of residential projects in the Carolinas alongside rising fuel and transportation expenses. Management is responding with a leadership transition in the finance department, the postponement of a planned acquisition to focus on internal execution, and the implementation of more rigorous project selection and review standards.

• Chief Financial Officer Mike Rowe is stepping down from his role, with the company engaging Spencer Stuart to identify a successor.
• Management postponed the proposed acquisition of Hughes Brothers to prioritize the integration and execution of the existing platform.
• CEO Jeremy Spivey stated, "Benji Wood, our Chief Operating Officer... will now take a more direct role in establishing and implementing consistent operating standards across the Cardinal platform, focusing on project selection, estimating, project reviews, and accountability."
• The company is engaging an independent third-party adviser to assess current estimating processes and support the implementation of operational improvements.
• Management noted that commercial and industrial (C&I) projects are becoming a larger portion of the end market mix due to current residential market softening.
• An asphalt plant in the Carolinas reached operational status during the quarter, providing in-sourcing capabilities for the Aviator business unit.
• Phase 2 of a major data center project is expected to be awarded and commence between March and April 2027.

INDUSTRY GLOSSARY

• ALGC: Allied Land & Ground Care, a specialized civil infrastructure business unit acquired by Cardinal.
• ERP: Enterprise Resource Planning, a software system used to integrate and manage core business processes and data.
• C&I: Commercial and Industrial, an end-market segment involving construction for businesses and manufacturing facilities.
• Book-to-bill: The ratio of orders received to units shipped and billed, used to measure demand versus supply.
• Aviator: A specialized operating subsidiary of Cardinal Infrastructure Group that focuses on regional asphalt and paving projects.
• Change order: A formal modification to the original scope of work in a construction contract that adjusts the project price or timeline.

Full Conference Call Transcript

Operator: Good morning, and welcome to the Cardinal Infrastructure Group Third Quarter 2026 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to Tiffany Gidley, Cardinal's General Counsel. Please go ahead.

Tiffany Gidley: Good morning, everyone, and welcome to Cardinal's Third Quarter 2026 Earnings Conference Call. Joining me today are Jeremy Spivey, our Chairman and Chief Executive Officer; Benji Wood, our Chief Operating Officer; and Mike Rowe, our Chief Financial Officer. Please refer to the earnings release and presentation issued this morning and available on the Investor Relations section of our website. Today's call will include certain non-GAAP financial measures. Please refer to our earnings release for definitions and reconciliations to the most comparable GAAP measures. Today's call will also include forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially. Additional information regarding these risks is available in our SEC filings.

Cardinal undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law. With that, I'll turn the call over to Jeremy.

Jeremy Spivey: Thanks, Tiffany, and good morning, everyone. Revenue grew 65% this quarter to $202 million, but our third-quarter adjusted EBITDA margin totaled 4.2%, well below our expectations. The decline primarily reflected project estimate revisions, residential pricing pressure, lower initial bid margins on certain commercial and industrial work, and higher fuel and transportation costs. Mike will provide the detailed financial bridge, but I want to be direct. These results are not acceptable, and they make clear that we need to strengthen how we estimate, manage, and execute projects across Cardinal. 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. Benji Wood, our Chief Operating Officer, is a fourth-generation operator with more than 30 years of experience and a demonstrated record of success leading ALGC. Benji will now take a more direct role in establishing and implementing consistent operating standards across the Cardinal platform, focusing on project selection, estimating, project reviews, and accountability. We will also engage an experienced independent third-party adviser to support implementation of these operational changes and assess our estimating and project review processes. Separately, in collaboration with Hughes Brothers, we decided to postpone the proposed acquisition.

We continue to view Hughes Brothers as a strong strategic fit, and our near-term priority is strengthening our existing platform, and we will revisit Hughes when appropriate. We believe the right priority today is strengthening execution across our existing operations and realizing the benefits of the businesses we've already acquired. We also remain focused on capital allocation. Given the strength of the balance sheet, our Board of Directors has authorized a share repurchase program up to $50 million of our Class A common stock over the next 12 months. Although our third-quarter performance exposed areas where our execution and operating processes must improve, we have made meaningful progress this year in building a more diversified, vertically integrated platform.

We expanded our self-performance capabilities, added complementary services in Atlanta, and brought an asphalt plant online in the Carolinas. Our strategy remains intact. Our immediate priority is strengthening execution and building the operating discipline and supporting infrastructure necessary to translate growth into more consistent profitability. With that, I'll turn over the call to Benji to discuss the operational changes we're making.

Benjamin Wood: Thanks, Jeremy. My immediate focus is applying the operating practices that have worked well at ALGC to the broader Cardinal platform. Our operating priorities are improving project selection, project execution, and accountability. We have identified several actions that are already underway. First, we are tightening project selection and estimating through more consistent bid review standards, greater management oversight, and increased selectivity around project risk and expected returns. Second, we are strengthening project management and field execution through more frequent and rigorous project reviews, standardized estimates to complete, and earlier identification and escalation of changes in productivity, schedule, scope, and expected profitability. Third, we are strengthening operating accountability through consistent estimating, reporting, and financial control standards across the platform.

These changes are intended to provide earlier visibility into project performance and allow us to act sooner when a project deviates from plan. We will implement them while continuing to invest in our employees and safety programs, bringing greater discipline and consistency across the Cardinal platform. With that, I'll turn the call over to Mike.

Mike Rowe: Thanks, Benji. I'll briefly review the financial results, balance sheet, and the outlook. Revenue grew 65% to $202 million in the third quarter, an increase of $80 million, of which $24 million was organic growth. Backlog reached $816 million. Revenue growth and backlog demonstrated continued demand across the platform. However, that growth did not translate into acceptable levels of profitability during the quarter, as adjusted EBITDA was $9 million compared to $21 million last year, while adjusted EBITDA margin declined to 4.2% from 17.5%. Gross profit for the third quarter was $11 million, resulting in a gross margin of 5.4% compared to 15.9% last year.

As Jeremy referenced, on an adjusted EBITDA margin basis, project estimate revisions accounted for approximately 6.5 percentage points of the decline. Residential pricing pressure and lower initial bid margins on certain commercial and industrial work accounted for approximately 3.6 points, and higher fuel and transportation costs accounted for approximately 3.5 points. These impacts were partially offset by approximately 0.3 points from other factors, resulting in a 13.3 percentage point decline in adjusted EBITDA margin. G&A increased to $15 million for the third quarter. This increase reflected acquired businesses, stock-based compensation, acquisition-related costs, and investment in personnel, systems, and infrastructure to support the growth and increased complexity of the organization.

Net loss for the quarter was $11 million compared to $10 million of net income in the same period in 2025. For the year-to-date results, revenue for the first 9 months of 2026 increased 92%, from $286 million to $596 million. Organic growth contributed $144 million, or about half of the increase, with the balance attributable to acquired businesses. Gross margin was 11.5% compared to 15.4% in the prior year period, primarily reflecting higher fuel and transportation costs, residential pricing pressure, and lower initial bid margins on certain commercial and industrial projects, as well as project estimate revisions recorded in the third quarter.

Net income for the first 9 months was $12 million compared with $46 million in the prior year period. Adjusted EBITDA increased to $63 million compared to $56 million last year, while adjusted EBITDA margin declined to 10.6% from 17.9%. We ended the quarter with $335 million in cash and cash equivalents and approximately $136 million of net cash, along with substantial additional borrowing capacity. Net cash provided by the operating activities was $30 million for the first 9 months of 2026, and capital expenditures were $42 million. Turning to our outlook.

Given the magnitude of the project estimate revisions recorded in this quarter and the work underway to strengthen our project-level forecasting, we are withdrawing our previously issued full-year 2026 revenue and adjusted EBITDA margin guidance. While we currently expect fourth quarter adjusted EBITDA to improve from third quarter, we are not providing a specific revenue or margin outlook. Our priority is to complete the necessary project reviews, strengthen our forecasting processes, and establish greater confidence in our timing and profitability of the work in our portfolio. With that, I'll turn the call back to Jeremy.

Jeremy Spivey: Thanks, Mike. I also want to share a leadership update. Mike Rowe will be stepping down as Chief Financial Officer and will remain with Cardinal to support an orderly transition. We have engaged Spencer Stuart to conduct a comprehensive search for his successor. I want to thank Mike for his contributions to Cardinal and for his commitment to supporting the transition. I'll close with this. Our long-term strategy continues to center on vertical integration, end market diversification, and acquisitions, supported by disciplined capital allocation. Right now, our focus is clear: strengthen execution, improve project visibility, and translate our growth into more consistent profitability. We understand that credibility will be built through execution and demonstrated results.

Our management team is focused on delivering those results. With that, Operator, let's open the call for questions.

Operator: [Operator Instructions] And our first question is going to come from Keith Hughes with Truist.

Keith Hughes: On the project estimate hit, which is the biggest hit to the margins here, could you talk about which regions were affected or what regions were affected more by that negative in the quarter?

Jeremy Spivey: Keith, this is Jeremy. The revisions were primarily driven by a handful of projects in the Carolinas. And more specifically, we had $13.2 million revision in our cost estimates, which accounts for about 6.5 points of the gross margin decline. There's some stuff tied to those revisions with elevated fuel and transportation costs versus third quarter 2025. Of that, 10 projects account for 61% of the estimate revision, and simplifying that even further, 3 projects accounted for 50% of the estimate revision. So it's a select few projects, and it's isolated in the Carolinas.

Keith Hughes: And are those residential projects or more commercial? Or how would you care, particularly the 3 that seem to be the most problematic here?

Jeremy Spivey: Yes, the 3 were residential projects.

Keith Hughes: Final question for me. We talked about some changes with Benz getting involved. Can you talk about how that works structurally? Do you set a faster review on cost versus revenue? What are the individual steps to make that?

Jeremy Spivey: I'll tell you, we're focused on 3 areas: project selection and estimating, project-level oversight and accountability. We're timing the bid reviews to better evaluate expected profitability, resource requirements, and execution risk before committing to new projects. We're increasing the frequency and rigor of the project reviews so we can identify the overruns or changes in estimated profitability earlier than we have in the past. Our new ERP and visibility help with that. And we're realigning leadership there at the same time to support the resources so that we have clear ownership of project performance moving forward.

Operator: And our next question is going to come from Brian Brophy with Stifel.

Brian Brophy: Yes. Just following up on the projects with estimate revisions discussion. Can you provide, I guess, a little bit more color on the expected completion dates or the cadence of expected completion dates for these projects?

Jeremy Spivey: Yes. So most of these projects on the revision are over 75% complete. So they will be completed either this fiscal year or early Q1.

Brian Brophy: And then just maybe touching on the backlog. It was down sequentially. Book-to-bill was sub-1. It looks like it's the first time in a while. I guess, just what are the drivers there? Is it primarily res or anything else? And any thoughts on when we could see a pickup in backlog?

Jeremy Spivey: Yes. So thanks, Brian. So Q3 is historically slow for new awards for us in our business because most project owners don't want to start new projects in the winter months. Our backlog did increase 26% year-over-year to $815.5 million. And we are also becoming more selective in pursuing new work, particularly here in the Carolinas where pricing competition has intensified. If we follow an annual cadence historically, Q3 is slow for us, and we tend to see things pick up late Q4, starting in Q1.

Operator: And our next question is going to come from Louie DiPalma with William Blair.

Louie Dipalma: For Jeremy and Benji, you both have been in the industry for several decades. Is the issue that took place in the third quarter related to execution? Or did something abruptly take place over the spring and summer that changed the industry's economic structure? And is it something with a higher cost of labor or materials? Or are Pulte, Lennar and D.R. Horton are they and other customers pricing contracts differently? Or is it a function of, like, there are certain just isolated projects that are now carrying a negative gross margin, and things will improve after these troublesome projects end?

Jeremy Spivey: Yes. Thank you, Louie. I'll answer some of that, and if Benji needs to step in, he can. The execution certainly is not all of it. But any execution impact is not acceptable to us. And especially in soft markets where there's margin compression in residential and others, we have to execute at a top level. So when we speak to that, that's the only thing that we know we have control over and that we're focused on making right and improving on. So there is a substantial amount of impact in fuel and transportation. Our visibility in Q2 and moving into Q3 was not where it is now. We were moving ERP systems.

We have a lot of tools now that allow us to see things that we previously could not see: where the impacts are coming from, how they were arriving, where they were, and we now have that. So we are getting a tremendous amount. A lot of these estimate adjustments are related to fuel and transportation moving forward. And it was impacted prior to, so we have to account for that. And then moving forward on the remaining cost to complete, we have to account for that. The residential market is soft.

There is a significant amount of margin compression in the Carolinas, and I'll let Benji speak to Atlanta, but we're going to continue to see that throughout 2027 unless things change with rates and there's some geopolitical resolution. And I'll let Benji talk.

Benjamin Wood: Yes. Louie, really, just going to echo what Jeremy said, it's a little bit of all of it. There's macro shifting out there on the market that's continued throughout the year. The fuel has been a steady pressure increase that has not alleviated. And as everyone knows, fuel really permeates throughout the system. So the visibility is going to help manage it going forward, and then just focusing on project selection and setting ourselves up for winning jobs and then executing on the job as well is going to put us on a better path.

Louie Dipalma: Okay. And for the soft residential market, does that encompass the residential projects in the Atlanta region in addition to the Carolinas? Or is that the weakness at least right now?

Jeremy Spivey: Yes. I think you're seeing a softer resi market in the broader Southeast region. I don't think it's unique to Carolina or Atlanta. I think it's a broader macro shift. And it's not the worst market. It's just a softening market.

Mike Rowe: Yes. Louie, I'll say that tacking onto that is that when interest rates hit in Q3, we saw expedited softness. It was teetering for most of Q2, with the hope of a rebound if fuel prices and some other things fell in our favor, and they didn't, and rates rose. And so we just had accelerated softness that we feel is stabilized for now, but if rates continue, who knows what happens. Great.

Louie Dipalma: And so when you're bidding on these new projects, and your costs are higher, is it just that the margins are compressed? Or are you able to still, in your estimation, generate positive EBITDA for these projects in the residential market under, like, these new conditions?

Mike Rowe: We are, Louie, and part of what we've done is we have to get back to basics and establish the projects that we bid on and the margin that we expect from those projects. There is a little bit of loss of sight there, and we have part of the processes that we're doing with oversight of project estimating and operating processes to create some better consistency and visibility on the projects that we are getting awarded and make sure we have a floor on the projects that we agreed to execute for our clients.

Operator: And our next question will come from Brent Thielman with Oppenheimer.

Brent Thielman: I guess I recognize it's a low bar with the third-quarter results. But over the short term, what backs the belief that adjusted EBITDA should get better quarter-over-quarter? I guess the question is really what headwinds alleviate for you in the current quarter?

Mike Rowe: We feel that the revision has already addressed what we know to be true. We expect adjusted EBITDA to improve sequentially in Q4 compared to Q3. Our efforts on the operation and execution side should do nothing but support that. And we stand firm behind that.

Brent Thielman: And I guess a follow-up, Jeremy or Benji, I guess, with respect to the new business booked in the quarter, how do we get comfortable and recognize you're working through, or pretty much through some of these, we'll call it, legacy work? How do we get comfortable with the bid margins associated with what you picked up in the current quarter?

Jeremy Spivey: Sure, Brent. I think the big issue for us was visibility and being able to get real-time data that allows us to make decisions on active projects that we can efficiently move through and mitigate any downside risk as we move through it. That lack of visibility for a period was an impact, and we feel that we have the tools now with our new system to be able to head off and get real-time feedback on the projects that we do have ongoing. There's been no change of the way that we conduct business.

I mean, we have to get back to the basics, and we have to rely on more structured data now that we have available to us to be able to make decisions and mitigate any potential downside.

Brent Thielman: Okay. If I could sneak one more in. Just ALGC, could you talk about the performance relative to the mid-20s EBITDA margins that the business delivered when it was acquired? Did it meet those thresholds or not?

Jeremy Spivey: Yes. I mean, listen, ALGC has performed the way that we expected. They have been affected by the impacts of rising fuel and transportation costs. They do have impacts from a softening market on both residential and C&I, but they are executing at a high level. And in fact, we're extending from ALGC certain aspects of its approach to estimating and project reviews and accountability. And we're going to work with a third-party adviser to refine those processes further and standardize them and implement them across all of Cardinal. And we will also plan to use them as a framework when integrating future acquisitions. So there's a lot of good things that we're getting out of AOGC.

They're subject to transitory headwinds. And when that goes away, they're back to operating as they have in the past and hopefully exceeding that with the integration model that we provide.

Operator: And the next question is going to come from Kevin Gainey with Thompson, Davidson Company.

Kevin Gainey: I was going to ask about -- given everything and the changes that you're making, how are you guys dealing with acquiring Allied Paving in the quarter? And how has that gone so far? How that integration is going?

Benjamin Wood: Kevin, this is Benji. The Allied integration is going really well in Atlanta at the moment. We worked with Allied for years as a partner, and a lot of the familiarity and synergies are already being realized from that. So, from a high level, it's proceeding as planned.

Kevin Gainey: And then I wanted to ask about the backlog. How much of that do you guys expect to go through over the next 12 months? And how are you guys thinking about the percentage of that work that is still kind of at this low-margin piece and the percentage of the new work that would be better?

Mike Rowe: So the backlog we show in September is $815 million; $640 million of it was signed, and $175 million was letter intent with issued contracts pending execution. The 12-month conversion estimate for the current project is scheduled, but we are not giving any '27 guidance on how we think that the backlog will fall into '27.

Kevin Gainey: Okay. And just finally, just if you guys have any other details on the Hughes Brothers, whatever costs may be associated with that in Q4?

Jeremy Spivey: We don't expect any cost impact in Q4 from Hughes. The acquisition has been postponed. We continue to talk to Hughes on a daily, if not weekly basis. They're a priority for us. But obviously, there are some things we have to get organized on our end before we can bring them into the fold.

Operator: And the next question is going to come from Noah Levitz with William Blair.

Noah Levitz: I wanted to ask, since you're experiencing the softness in the residential market and it sounds like it could persist, you came in with a pretty healthy mix towards residential after IPO. Does that at all change your opinion as it relates to resi versus C&I mix over the long term, pursuing more C&I?

Jeremy Spivey: Our priority is to continue to focus on diversification. And we are prioritizing the work that we feel is going to provide the best opportunity for us with the best clients. So as we look to '27 and even into finishing Q4, we're focusing on the diversification process. We are establishing new relationships with a lot of the general contractors that carry these C&I projects. And naturally, due to the state of the market right now, C&I is more abundant. And so I would expect, and we've seen it here in Q2 and Q3 and in Q4 and probably into next year that our end market mix leans more towards the C&I space for the foreseeable future.

Noah Levitz: And then just given that this was your first full quarter of having the asphalt plant online, I just wanted to check and see was everything going according to expectations in terms of in-sourcing and cost savings there?

Jeremy Spivey: Yes. I think in future quarters, we'll be able to speak more to it because we're just getting it on plan this quarter, but it has been an exceptional addition to our operation here, specifically for Aviator. I mean they've put down some incredible volume of asphalt out of that plant. Our models that we're running are make us very excited about what it's going to offer to us and the payback and the long-term accretion to our operations. So yes, we're excited more to come on that, but it is running on full plan right now.

Noah Levitz: And then just a quick last one. Back in April, you won the big data center award. You haven't talked about it in a bit, but I want to check in and see how that's going. And how is the pipeline of those or other kind of mission-critical type opportunities looking for you guys?

Jeremy Spivey: Obviously, that transitory end market we're focused on. It offers a good opportunity for us, and we're not only in Atlanta, but in the Carolinas and some other states that we're looking to opportunities. But the one that we currently have, we're still on Phase 1. There was a substantial revision to the Phase 1 plan, and we had a change order that is either pended or executed at this time, but represents a 50% increase in the original contract. The anticipated Phase 2, as I understand it, is to be awarded and to begin March, April, so late Q1, early Q2 of next year. We're doing great. The customer is happy.

We've made some good relationships, not only with that customer with some other trades to help support the work that we do there. So hopefully, we have opportunities with them on future projects in other markets.

Operator: That concludes the question-and-answer session. I would now like to turn the call back over to Jeremy for closing remarks.

Jeremy Spivey: Thank you. Thank you all for your time today. I want to take a quick moment to thank our employees for their continued hard work and dedication. We know we have some work to do, and I'm confident we have the team to focus on and implement the necessary changes. We have and we will continue to deliver the quality complex infrastructure projects for our clients across the Southeast. Thank you, and I hope you all have a great day.

Operator: Ladies and gentlemen, this does conclude today's conference call. We thank you for your participation. You may now disconnect, and have a great day.

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