7. Notes Payable & Credit Facility

Notes payable consisted of the following at December 31, 2025 and December 31, 2024, respectively:

 

 

 

December 31,
2025

 

 

December 31,
2024

 

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. Quarterly principal installments of $1.5 million are due through September 30, 2027, $2.25 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 6.83% at December 31, 2025.

 

$

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 December 31, 2025.

 

 

91,378

 

 

 

511,400

 

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 6.12% at December 31, 2025.

 

 

1,087,500

 

 

 

 

Notes payable under the October 2024 Credit Facility with monthly principal installments totaling $1,562,159, plus interest based on SOFR plus 1.43%, were repaid in full during 2025 using proceeds from a new debt issuance. Accordingly, no amounts were outstanding at December 31, 2025.

 

 

 

 

 

45,912,771

 

Notes payable to a financial institution with monthly principal installments totaling $18,410 plus interest based on SOFR plus 2.15%, with a final balloon payment due in October 2027. Notes payable were secured by real property of the Company and derecognized in September 2025 due to the deconsolidation of the Variable Interest Entity CCCRE Holdings Ltd.

 

 

 

 

 

1,509,578

 

Total Notes Payable

 

 

121,178,878

 

 

 

47,933,749

 

Less Current Portion

 

 

6,128,674

 

 

 

11,112,540

 

Less Unamortized Debt Issuance Costs

 

 

1,897,340

 

 

 

 

Long-Term Portion

 

$

113,152,864

 

 

$

36,821,209

 

 

 

Future maturities of notes payable are as follows as of December 31, 2025:

 

2026

 

$

6,128,674

 

2027

 

 

6,136,402

 

2028

 

 

9,090,625

 

2029

 

 

9,090,625

 

2030

 

 

90,090,625

 

Thereafter

 

 

641,927

 

 

$

121,178,878

 

 

 

 

 

 

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 December 31, 2025, outstanding borrowings under the term loan facility and revolving credit facility totaled $120.0 million and $0 million, respectively. As of December 31, 2025, the effective interest rate on outstanding borrowings was 6.83%. As of December 31, 2025, the Company was in compliance with all covenants under the 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 the Purcell companies. 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.

Other 2024 Financing Activity

In October 2024, the Company's prior revolving line of credit with a maximum borrowing capacity of $15.0 million, secured by vehicles and equipment and bearing interest at SOFR plus 2.75%, was terminated. There was no outstanding balance on this line of credit at the time of termination.

 

 

Total interest incurred during the years ended December 31, 2025, 2024, and 2023 was $7,038,106, $4,832,839, and $3,990,288 respectively. Substantially all of the carrying value of assets of the Company are pledged as collateral at December 31, 2025 and December 31, 2024, respectively.

About Debt Disclosures

Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.

Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.