v3.26.1
Notes Payable & Credit Facility
3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Notes Payable & Credit Facility

7. Notes Payable & Credit Facility

Notes payable consisted of the following at March 31, 2026 and December 31, 2025, respectively:

 

 

 

March 31, 2026

 

 

December 31, 2025

 

Note payable under the October 2025 Credit Facility, bearing interest based on the Secured Overnight Financing Rate (“SOFR”) plus 2.375%, with interest payable monthly and scheduled quarterly principal amortization, maturing October 31, 2030. In February 2026, the Company entered into the First Amendment to the Credit Agreement, which provided for an additional term loan advance of $80.0 million, increasing the aggregate outstanding principal balance from $120.0 million to $200.0 million. Quarterly principal installments of $2.5 million are due through September 30, 2027, $3.75 million from December 31, 2027 through September 30, 2030, with the remaining principal due as a final balloon payment on October 31, 2030. The effective interest rate, inclusive of the amortization of deferred financing costs, was 6.57% at March 31, 2026.

 

$

197,500,000

 

 

$

120,000,000

 

Unsecured subordinated notes payable to various sellers. Notes payable are due in (a) quarterly installments of $125,000 plus interest at 7% through September 2025, with $0 outstanding as of September 30, 2025 and (b) semi-annual payments of $25,422 including interest at 5% through July 2027 unless seller’s employment agreement is terminated without cause in which all principal and interest would be payable immediately. The effective interest rate was 5.00% at March 31, 2026

 

 

68,726

 

 

 

91,378

 

Note payable to a financial institution, bearing interest based on Compounded SOFR, calculated daily, with interest payable monthly and scheduled monthly principal amortization, maturing January 1, 2031. Monthly principal installments of $7,552 are due through December 1, 2030, with the remaining principal balance of $641,927 due as a final balloon payment on January 1, 2031. The effective interest rate was 6.20% at March 31, 2026.

 

 

1,064,844

 

 

 

1,087,500

 

Total Notes Payable

 

 

198,633,570

 

 

 

121,178,878

 

Less Current Portion

 

 

10,129,136

 

 

 

6,128,674

 

Less Unamortized Debt Issuance Costs

 

 

2,605,513

 

 

 

1,897,340

 

Long-Term Portion

 

$

185,898,921

 

 

$

113,152,864

 

 

 

Future maturities of notes payable are as follows as of March 31, 2026:

 

2026

 

$

7,583,163

 

2027

 

 

11,386,605

 

2028

 

 

15,090,625

 

2029

 

 

15,090,625

 

2030

 

 

148,840,625

 

Thereafter

 

 

641,927

 

 

$

198,633,570

 

October 2025 Credit Facility

On October 1, 2025, Cardinal NC, Cardinal and certain wholly owned subsidiaries entered into a credit facility (the "October 2025 Credit Facility") with Truist Bank, as administrative agent and lender, which provides for a $75.0 million senior secured revolving credit facility, including a $10.0 million letter of credit sub-facility and a $10.0 million swingline sub-facility, and a $120.0 million senior secured term loan facility. The October 2025 Credit Facility matures on October 1, 2030 and is secured by substantially all assets of the Company and subsidiary guarantors. Borrowings bear interest, at the borrower's option, at either the base rate, SOFR Index, or Term SOFR, plus an applicable margin ranging from 0.875% to 1.625% per annum for base rate borrowings and 1.875% to 2.625% per annum for SOFR-based borrowings, in each case based on the Company's leverage ratio. Amounts under the term loan facility amortize quarterly, commencing March 31, 2026, in aggregate annual amounts equal to 5.0% of the original principal during the first two years and 7.5% during years three through five, with the remaining balance due at maturity. The October 2025 Credit Facility contains certain financial covenants and other customary

affirmative and negative covenants. As of March 31, 2026 and December 31, 2025, outstanding borrowings under the term loan facility and revolving credit facility totaled $197.5 million and $120 million, respectively. As of March 31, 2026, the effective interest rate on outstanding borrowings was 6.57%. As of March 31, 2026, the Company was in compliance with all covenants under the October 2025 Credit Facility.

February 2026 Credit Facility Amendment

On February 18, 2026, Cardinal and other guarantors party thereto entered into an amendment to the October 2025 Credit Facility (the "First Amendment") with Truist Bank, as administrative agent and lender. Under the First Amendment, the lenders provided an additional $80.0 million in term loans on the amendment effective date. The additional borrowing was made to fund the acquisition of ALGC and bears interest under the same terms under the October 2025 Credit Facility. The additional advance was not provided as an incremental facility under the October 2025 Credit Facility and does not reduce the facility's remaining incremental capacity. Covenants applicable to the First Amendment are the same as those applicable to the base October 2025 Credit Facility.

October 2024 Credit Facility

On October 18, 2024, Cardinal NC and certain wholly owned subsidiaries entered into a senior secured credit facility (the "October 2024 Credit Facility") with Truist Bank and Truist Equipment Finance Corp. as lenders, which consisted of a term loan facility in the aggregate principal amount of approximately $1.5 million, a revolving credit facility providing up to $10.0 million in borrowing capacity, and a master equipment security agreement evidenced by promissory notes in an initial aggregate principal amount of approximately $45.9 million. The October 2024 Credit Facility was secured by substantially all assets of the Company and subsidiary guarantors, subject to certain permitted liens and interests of other parties. Borrowings under the October 2024 Credit Facility bore interest at an Adjusted Term SOFR Rate, and the facility contained certain financial covenants and other customary affirmative and negative covenants. As of December 31, 2024, outstanding borrowings under the term loan facility totaled approximately $1.5 million, outstanding borrowings under the equipment facility totaled approximately $45.9 million, and there was no outstanding balance on the revolving credit facility. As of December 31, 2024, the Company was in compliance with all covenants under the October 2024 Credit Facility. In January 2025, the Company amended the October 2024 Credit Facility to increase borrowing capacity by $27.0 million for future purchases of equipment, trucks and trailers, and to provide additional borrowing capacity of up to $6.0 million for construction of an asphalt plant. As of September 30, 2025, outstanding borrowings under the October 2024 Credit Facility totaled approximately $80.6 million. All amounts outstanding under the October 2024 Credit Facility, totaling approximately $81.1 million as of October 1, 2025, were repaid with proceeds from the October 2025 Credit Facility, and the October 2024 Credit Facility was terminated.

Other 2025 Financing Activity

In January 2025, the Company entered into a $7.2 million debt agreement with a financial institution in connection with the acquisition of Purcell. The note payable was secured by real property and was payable in monthly principal installments over five years with interest payable monthly based on SOFR plus 2.35%. This debt was subsequently repaid with proceeds from the October 2025 Credit Facility.

In December 2025, the Company entered into a $1,087,500 Note payable to finance equipment. Interest is based on compounded SOFR, calculated daily, with interest payable monthly and scheduled monthly principal amortization, maturing January 1, 2031. Monthly principal installments of $7,552 are due through December 1, 2030, with the remaining principal balance of $641,927 due as a final balloon payment on January 1, 2031.

Total interest incurred during the three months ended March 31, 2026, and 2025, was $2,875,518 and $1,088,446 respectively. Substantially all of the carrying value of assets of the Company are pledged as collateral at March 31, 2026 and December 31, 2025, respectively.

Interest Rate Swap and Risk Management Objectives

The Company is exposed to interest rate risk on its variable-rate borrowings. To manage this exposure, in January 2026, the Company entered into a pay-fixed, receive-floating interest rate swap with an initial notional amount of $60 million, reducing each quarter in proportion to 50% of the October 2025 Credit Facility. The Company has designated this instrument as a cash flow hedge of the variability in interest payments on Term SOFR debt. Under the swap, the Company pays a fixed rate of 3.80% and receives one-month Term SOFR. The swap matures on October, 2030. At inception and quarterly thereafter, the Company assesses, both prospectively and retrospectively whether the derivative is highly effective in offsetting changes in the cash flows of the hedged item. Changes in the fair value of the swap are recorded in accumulated other comprehensive income (loss) ("AOCI") and reclassified into interest expense in the same period the hedged interest payments affect earnings.

As of March 2026, the Company had recorded a liability of $554,159 as a component of other non-current liabilities representing the fair value of $59,250,000 notional for a single instrument of SOFR pay-fixed, receive-floating interest rate swap. The fair value of the swap is determined using a discounted cash flow model based on observable market inputs, including the SOFR forward curve, and is classified as Level 2 within the fair value hierarchy.

For the three months ended March 31, 2026, the Company recognized unrealized losses of $526,177 net of taxes, in OCI. Amounts reclassified from AOCI to increase interest expense was $17,813 for the same periods. The Company estimates that approximately $92,955 of net losses currently in AOCI will be reclassified into earnings over the next twelve months.