Business Combinations (Tables) - AL Grading Contractors LLC
|
3 Months Ended |
Mar. 31, 2026 |
|---|
| Business Combination [Line Items] |
|
| Schedule of Total Purchase Consideration |
Total purchase consideration was as follows:
|
|
|
|
Purchase Consideration |
|
|
Cash |
$ |
115,361,840 |
|
Liabilities assumed and paid at closing |
|
10,358,599 |
|
Net working capital adjustment escrow (Initial Payment Escrow) |
|
2,400,000 |
|
Rollover equity |
|
102,809,683 |
|
Cardinal Group Class A common stock bonus grants |
|
8,489,557 |
|
Contingent Consideration - Tax Receivable and Benefit Agreements |
|
15,254,000 |
|
Estimated net working capital adjustment payable |
|
(8,000 |
) |
Total consideration |
$ |
254,665,679 |
|
|
|
|
|
| Schedule of Purchase Price Allocation |
The ALGC purchase price allocation is as follows:
|
|
|
|
Preliminary Purchase Price Allocation |
|
|
Cash |
$ |
2,587,582 |
|
Accounts receivable |
|
16,930,962 |
|
Contract assets |
|
10,627,298 |
|
Prepaid expenses |
|
436,555 |
|
Other assets current |
|
199,097 |
|
Other long term assets |
|
426,506 |
|
Property, plant and equipment |
|
36,382,739 |
|
Operating lease right-of-use assets |
|
4,798,645 |
|
Intangible assets: |
|
|
Customer relationships |
|
67,900,000 |
|
Backlog |
|
18,700,000 |
|
Non-compete agreements |
|
1,200,000 |
|
Trade name |
|
9,300,000 |
|
Goodwill |
|
105,109,288 |
|
Accounts payable |
|
(11,548,286 |
) |
Accrued expenses |
|
(1,313,235 |
) |
Contract liabilities |
|
(890,826 |
) |
Current portion of operating lease liabilities |
|
(85,148 |
) |
Operating lease liabilities, less current portion |
|
(6,095,498 |
) |
Total net assets acquired |
$ |
254,665,679 |
|
|
|
|
|
| Summary of Net Consideration Paid for Acquisitions Presented in Condensed Consolidated Statements of Cash Flows |
The following table reconciles the net consideration paid for the acquisition of ALGC to the amounts presented in the condensed consolidated statements of cash flows.
|
|
|
|
ALGC cash consideration paid |
$ |
117,761,840 |
|
ALGC liabilities assumed and paid at closing |
|
10,358,599 |
|
Less cash acquired |
|
(2,587,582 |
) |
Cash consideration paid for acquisitions |
$ |
125,532,857 |
|
|
|
|
|
| Summary of Unaudited Pro Forma Information |
The following unaudited pro forma information presents the combined results of operations of the Company, with ALGC as if the acquisition had occurred on January 1, 2025. The unaudited pro forma results reflect adjustments for (i) depreciation and amortization of acquired tangible and intangible assets based on the preliminary fair value allocations, and (ii) the related income tax effects of these adjustments. The pro forma information is presented for informational purposes only and does not purport to represent what the actual results of operations would have been had the acquisition occurred on the date indicated, nor is it necessarily indicative of future results of operations.
|
|
|
|
|
|
|
|
Unaudited Proforma for the Company and ALGC |
|
|
Three months ended March 31, |
|
|
2026 |
|
2025 |
|
Revenue |
$ |
200,073,121 |
|
$ |
98,564,463 |
|
Net income, including noncontrolling interests |
|
4,349,176 |
|
|
5,401,361 |
|
|