False000198159900019815992024-11-062024-11-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 6, 2024
______________________
Centuri Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
______________________
Delaware001-4202293-1817741
(State or Other Jurisdiction of Incorporation)(Commission
File Number)		(IRS Employer
Identification No.)
19820 North 7th Avenue, Suite 120
Phoenix, Arizona 85027
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (623) 582-1235
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of exchange
on which registered
Common Stock, $0.01 per share par valueCTRINew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 2.02            Results of Operations and Financial Condition.

We are furnishing the disclosure in this Item 2.02 in connection with the disclosure of information in the form of the textual information from a press release issued on November 06, 2024.

The information in this Item 2.02 (including Exhibit 99.1) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

The text included with this Current Report on Form 8-K is available on our website at www.centuri.com, although we reserve the right to discontinue that availability at any time.
Item 9.01            Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Exhibit
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CENTURI HOLDINGS, INC.
Date: November 06, 2024
By:
/s/ Gregory A. Izenstark
Gregory A. Izenstark
Executive Vice President and Chief Financial Officer


Exhibit 99.1
PRESS RELEASE
Contacts:For Centuri investors, contact:For Centuri media information, contact:
(623) 879-3700Jennifer Russo
Investors@Centuri.com(602) 781-6958
JRusso@Centuri.com
FOR IMMEDIATE RELEASE
November 6, 2024
CENTURI REPORTS THIRD QUARTER 2024 RESULTS, REITERATES 2024 GUIDANCE
PHOENIX, AZ – November 6, 2024 - Centuri Holdings, Inc. (NYSE: CTRI) ("Centuri" or the "Company") today announced financial and operating results for the third quarter, ended September 29, 2024. The Company also reiterates outlook for full year financial performance.

Third Quarter and Other Recent Business and Financial Highlights
•Secured customer awards reflecting total multi-year estimated revenue potential of approximately $350 million from a combination of new and renewed Master Service Agreements ("MSA") as well as strategic bid work; exited the third quarter of 2024 with a backlog totaling $4.3 billion, of which 87% is related to MSA revenue
•Third quarter 2024 revenue of $720.1 million
•Net loss attributable to common stock of $3.7 million (diluted loss per share of $0.04)
•Adjusted Net Income of $5.3 million (adjusted diluted earnings per share of $0.06)
•Adjusted EBITDA of $78.8 million and Adjusted EBITDA margin of 10.9%
•Entered into a $125.0 million three-year accounts receivable securitization facility, with proceeds primarily used to repay amounts outstanding under the Company’s existing term loan
•Released annual Sustainability Report in October 2024, which includes the introduction of Key Performance Indicators and aligns with six identified UN Sustainable Development Goals
•In November, appointed Christian (“Chris”) Brown as President and Chief Executive Officer, effective December 3, 2024, bringing over three decades of strategic and operational expertise in the energy and infrastructure sectors to advance Centuri’s growth and enhance efficiencies.

“Throughout the third quarter, we saw improvement in our core electric business and a higher volume of storm restoration services, which continued its momentum into early 4Q, driven by Hurricanes Helene and Milton,” said Interim President & CEO Paul Caudill. "We have invested significant effort into developing and training a safe, highly qualified workforce to make storm response a core customer offering. This was done intentionally as the recurrence of extreme weather events, while yet unpredictable, has become more likely each year in varying degrees of severity. Our strong performance during the recent storm season has given us further confidence to reiterate our full year 2024 outlook. Looking ahead, we remain well-positioned to diversify our customer and business mix by pursuing additional strategic bid opportunities that align with our risk profile and core competencies, while staying focused on strengthening our core MSA-based businesses serving electric and gas utilities. Our capabilities and decades of experience have situated us well to pursue and win myriad opportunities that exist across the high demand energy sector."

Management Commentary

Financial results during the third quarter of 2024 declined on a year-over-year basis. Our results for the quarter benefited from increased storm restoration services, which generated revenues of $41.4 million, mainly resulting from the impacts of Hurricane Beryl early in the quarter and Hurricane Helene in the last few days of the period, and the benefit of previously disclosed cost savings initiatives. These positive contributions were offset by a high margin bid job in the third quarter of 2023 in our U.S. Gas segment that did not recur, reduced offshore wind activities, and cost pressures that arose in the U.S. Gas business, including recently incurred higher self-insurance costs associated with prior year claims and higher rental
1

and equipment repair costs. In addition, spending remained relatively subdued among several of our largest gas customers operating under MSAs.

We were awarded approximately $350 million in new business during the quarter, which exemplifies Centuri’s ability to meet both existing and emerging needs in a dynamic energy market. These included entering into an MSA with a new U.S. Gas customer following an extensive period of relationship building, and securing for the first time a complex bid project award for a long-standing MSA customer.

During the quarter, we changed our how we calculate interim period income taxes by using the actual effective tax rate instead of the estimated annual effective tax rate used in prior quarters. This change has no impact on income taxes for the full year.

Management continued the process of identifying cost savings through a comprehensive supply chain and asset utilization review program. As of the end of October, Centuri has renegotiated a total of 14 supply chain contracts, with 21% of the spend among our top 100 vendors contracted.

In late September, we secured a three-year, $125.0 million accounts receivable securitization facility, primarily to repay our existing term loan. We ended the quarter with $52.5 million in cash and cash equivalents. Our leverage ratio improved from June 2024 and we remain focused on deleveraging the business.

Reiterates Full Year 2024 Outlook
•Revenue outlook of $2.5 to $2.7 billion
•Adjusted EBITDA margin percentage outlook at 9.0 to 9.6%
•Net capital expenditures outlook at $90 to $99 million
2




Centuri Holdings, Inc. and Subsidiaries
Supplemental Segment Data
For the Fiscal Three and Nine Months Ended
September 29, 2024 and October 1, 2023
(In thousands, except percentages)
(Unaudited)
Segment Results

Three months ended September 29, 2024 compared to the three months ended October 1, 2023

Fiscal Three Months EndedChange
(dollars in thousands)September 29, 2024October 1, 2023$%
Revenue:
U.S. Gas$366,070 50.8 %$395,745 51.1 %$(29,675)(7.5 %)
Canadian Gas50,354 7.0 %54,590 7.0 %(4,236)(7.8 %)
Union Electric171,666 23.8 %204,135 26.3 %(32,469)(15.9 %)
Non-Union Electric128,844 17.9 %110,715 14.3 %18,129 16.4 %
Other3,119 0.5 %9,704 1.3 %(6,585)(67.9 %)
Consolidated revenue$720,053 100.0 %$774,889 100.0 %$(54,836)(7.1 %)
Gross profit (loss):
U.S. Gas$27,960 7.6 %$52,103 13.2 %$(24,143)(46.3 %)
Canadian Gas11,789 23.4 %10,020 18.4 %1,769 17.7 %
Union Electric15,427 9.0 %11,724 5.7 %3,703 31.6 %
Non-Union Electric21,437 16.6 %12,802 11.6 %8,635 67.5 %
Other(820)(26.3 %)964 9.9 %(1,784)NM
Consolidated gross profit$75,793 10.5 %$87,613 11.3 %$(11,820)(13.5 %)

NM — Percentage is not meaningful

•Revenue from our U.S. Gas segment totaled $366.1 million, reflecting a decrease of $29.7 million, or 7.5%, compared to the prior year period. This decrease was largely due to a reduction in net volumes under existing customer MSAs. As a percentage of revenue, gross profit decreased to 7.6% in the current period from 13.2% in the same period from the prior year. Profitability was negatively affected primarily by mix of bid work, as the same quarter in the prior year benefited from a highly profitable bid project. Additionally, the current quarter was impacted by lower utilization of fixed costs stemming from reduced revenues, lower productivity on MSA and bid jobs, caused in part by higher rental and repairs and maintenance costs due to equipment issues experienced, and higher costs of insurance claims.

•Revenue from our Canadian Gas segment totaled $50.4 million, reflecting a decrease of $4.2 million, or 7.8%, compared to the prior year period. This decrease was primarily due to a reduction in net volumes under existing MSAs. As a percentage of revenue, gross profit increased to 23.4% in the current period as compared to 18.4% in the same period from the prior year primarily due to favorable changes in mix of work.

•Revenue from our Union Electric segment totaled $171.7 million, reflecting a decrease of $32.5 million, or 15.9%, compared to the prior year period. This decrease was driven by a decline in offshore wind revenue of $38.0 million due to timing of projects, partially offset by increased revenue on bid projects. Storm restoration services revenue for the Union Electric segment was $6.7 million for the current period compared to $10.8 million for the prior year period. As a percentage of revenue, gross profit increased to 9.0% in the current period as compared to 5.7% in the prior year period as the segment experienced higher margins on their increased bid volumes.

•Revenue from our Non-Union Electric segment totaled $128.8 million, reflecting an increase of $18.1 million, or 16.4%, compared to the prior year period. This increase was primarily due to revenue from storm restoration services which accounted for $34.7 million of the segment’s revenue for the current period, compared to $8.1 million for the prior year period. As a percentage of revenue, gross profit increased to 16.6% in the current period compared to 11.6% in the prior year period, primarily due to the higher profitability of storm work, mainly resulting from the impacts of Hurricane Beryl early in the quarter and Hurricane Helene in the last few days of the period.
•Revenue from non-reportable segments decreased due to timing of bid projects.
3




Centuri Holdings, Inc. and Subsidiaries
Supplemental Segment Data
For the Fiscal Three and Nine Months Ended
September 29, 2024 and October 1, 2023
(In thousands, except percentages)
(Unaudited)
Nine months ended September 29, 2024 compared to the nine months ended October 1, 2023

Fiscal Nine Months EndedChange
(dollars in thousands)September 29, 2024October 1, 2023$%
Revenue:
U.S. Gas$933,334 48.6 %$1,046,964 46.9 %$(113,630)(10.9 %)
Canadian Gas125,992 6.6 %141,977 6.4 %(15,985)(11.3 %)
Union Electric499,728 26.0 %628,029 28.1 %(128,301)(20.4 %)
Non-Union Electric345,971 18.0 %380,882 17.0 %(34,911)(9.2 %)
Other15,126 0.8 %36,109 1.6 %(20,983)(58.1 %)
Consolidated revenue$1,920,151 100.0 %$2,233,961 100.0 %$(313,810)(14.0 %)
Gross profit (loss):
U.S. Gas$49,140 5.3 %$99,509 9.5 %$(50,369)(50.6 %)
Canadian Gas26,692 21.2 %22,070 15.5 %4,622 20.9 %
Union Electric38,875 7.8 %44,030 7.0 %(5,155)(11.7 %)
Non-Union Electric40,474 11.7 %51,864 13.6 %(11,390)(22.0 %)
Other(5,605)(37.1 %)2,061 5.7 %(7,666)NM
Consolidated gross profit$149,576 7.8 %$219,534 9.8 %$(69,958)(31.9 %)

NM — Percentage is not meaningful

•Revenue from our U.S. Gas segment totaled $933.3 million, reflecting a decrease of $113.6 million, or 10.9%, compared to the prior year period. This decrease was largely due to a reduction in net volumes under existing customer MSAs stemming primarily from delayed or unfavorable regulatory decisions faced by key customers and timing of bid projects, as the prior year benefited from the commencement of a large project that was substantially complete in the third quarter of 2023. As a percentage of revenue, gross profit decreased to 5.3% in the current period from 9.5% in the prior year period. Profitability was negatively affected by lower margins on bid work as well as higher costs of insurance claims. Additionally, the prior year period reflected higher utilization of fixed costs due to increased volumes on both MSA and bid projects.

•Revenue from our Canadian Gas segment totaled $126.0 million, reflecting a decrease of $16.0 million, or 11.3%, compared to the prior year period. This decrease was primarily due to a reduction in net volumes under existing MSAs. As a percentage of revenue, gross profit increased to 21.2% in the current period as compared to 15.5% in the prior year period primarily due to favorable changes in mix of work.

•Revenue from our Union Electric segment totaled $499.7 million, reflecting a decrease of $128.3 million, or 20.4%, compared to the prior year period. This decrease was driven by a decline in offshore wind revenue of $71.4 million due to timing of projects, as well as a reduction in net volumes under existing customer MSAs. Storm restoration services revenue for the Union Electric segment was $20.3 million for the current period compared to $24.2 million for the prior year period. As a percentage of revenue, gross profit increased to 7.8% in the current period as compared to 7.0% in the prior year period primarily due to changes in the mix of work and in part from cost savings realized due to restructuring activities which occurred in the prior period.

•Revenue from our Non-Union Electric segment totaled $346.0 million, reflecting a decrease of $34.9 million, or 9.2%, compared to the prior year period. This decrease was primarily driven by a decrease in volumes under existing MSAs, partially offset by an increase in storm restoration services revenue of $7.5 million (which was $66.7 million for the first nine months of 2024 compared to $59.2 million for the same period in 2023). As a percentage of revenue, gross profit decreased to 11.7% in the current period, compared to 13.6% in the same period from the prior year. Profitability was negatively affected by unfavorable changes in mix of work and underutilization of fixed costs stemming from lower work hours.
•Revenue from non-reportable segments decreased due to timing of bid projects, and profitability was negatively impacted by performance issues on certain bid projects.
4

Conference Call Information

Centuri will conduct a conference call today, Wednesday, November 6, 2024 at 10:00 AM ET / 7:00 AM PT to discuss its third quarter 2024 financial results and other business highlights. The conference call will be webcast live on the Company's investor relations (IR) website at https://investor.centuri.com. The conference call can also be accessed via phone by dialing (800) 225-9448, or for international callers, (203) 518-9708. A supplemental investor presentation will also be available on the IR website prior to the start of the conference call. The earnings call will also be archived on the IR website and a replay of the call will be available by dialing 800-934-3639 in the U.S., or 402-220-1152 internationally. The replay dial-in feature will be made available one hour after the call’s conclusion and will be active for 12 months.

About Centuri

Centuri Holdings, Inc. is a strategic utility infrastructure services company that partners with regulated utilities to build and maintain the energy network that powers millions of homes and businesses across the United States and Canada.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can often be identified by the use of words such as “will,” “predict,” “continue,” “forecast,” “expect,” “believe,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “seek,” “estimate,” “should,” “may” and “assume,” as well as variations of such words and similar expressions referring to the future. The specific forward-looking statements made herein include (without limitation) statements regarding our belief that the fundamentals of our business and services to our customers remain strong; our belief that, in the near term, the Company is well positioned to further implement its cost-focused initiatives; our estimation that awards secured in the quarter represent approximately $350 million in potential revenue; our belief that we remain well-positioned to diversify our business mix by pursuing additional strategic bid opportunities that align with our risk profile and core competencies, while staying focused on strengthening our core MSA-based businesses across electric and gas; our belief that our capabilities and decades of experience have situated us well to pursue and win myriad opportunities that exist across the dynamic and high demand energy sector; and the number ranges presented in our Full Year 2024 Outlook. A number of important factors affecting the business and financial results of Centuri could cause actual results to differ materially from those stated in the forward-looking statements. These factors include, but are not limited to, capital market risks and the impact of general economic or industry conditions. Factors that could cause actual results to differ also include (without limitation) those discussed in Centuri’s filings filed from time to time with the U.S. Securities and Exchange Commission. The statements in this press release are made as of the date of this press release, even if subsequently made available by Centuri on its website or otherwise. Centuri does not assume any obligation to update the forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.

Backlog

Backlog represents our expected revenue from existing contracts and work in progress as of the end of the applicable reporting period.
5


Non-GAAP Financial Measures

We prepare and present our financial statements in accordance with GAAP. However, management believes that EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted Earnings per Share, all of which are measures not presented in accordance with GAAP, provide investors with additional useful information in evaluating our performance. We use these non-GAAP measures internally to evaluate performance and to make financial, investment and operational decisions. We believe that presentation of these non-GAAP measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparisons of results. Management also believes that providing these non-GAAP measures helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such matters.

EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for (i) non-cash stock-based compensation expense, (ii) strategic review costs, (iii) severance costs, (iv) securitization facility transaction fees, and (v) CEO transition costs. Adjusted EBITDA Margin is defined as the percentage derived from dividing Adjusted EBITDA by revenue.

Adjusted Net Income is defined as net (loss) income adjusted for (i) strategic review costs, (ii) severance costs, (iii) amortization of intangible assets, (iv) securitization transaction fees, (v) CEO transition costs, (vi) loss on debt extinguishment, (vii) non-cash stock-based compensation expense, and (viii) the income tax impact of adjustments that are subject to tax, which is determined using the incremental statutory tax rates of the jurisdictions to which each adjustment relates for the respective periods. Adjusted Dilutive Earnings per Share is defined as Adjusted Net Income divided by weighted average diluted shares outstanding.

Using EBITDA as a performance measure has material limitations as compared to net income (loss), or other financial measures as defined under GAAP, as it excludes certain recurring items, which may be meaningful to investors. EBITDA excludes interest expense net of interest income; however, as we have borrowed money to finance transactions and operations, or invested available cash to generate interest income, interest expense and interest income are elements of our cost structure and can affect our ability to generate revenue and returns for our stockholders. Further, EBITDA excludes depreciation and amortization; however, as we use capital and intangible assets to generate revenue, depreciation and amortization are necessary elements of our costs and ability to generate revenue. Finally, EBITDA excludes income taxes; however, as we are organized as a corporation, the payment of taxes is a necessary element of our operations. As a result of these exclusions from EBITDA, any measure that excludes interest expense net of interest income, depreciation and amortization and income taxes has material limitations as compared to net income (loss). When using EBITDA as a performance measure, management compensates for these limitations by comparing EBITDA to net income (loss) in each period, to allow for the comparison of the performance of the underlying core operations with the overall performance of the company on a full-cost, after-tax basis.

As to certain of the items related to Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income: (i) non-cash stock-based compensation expense varies from period to period due to changes in the estimated fair value of performance-based awards, forfeitures and amounts granted; (ii) strategic review and related costs incurred in connection with the separation and stand up of Centuri as its own public company are non-recurring; (iii) severance costs relate to non-recurring restructuring activities, (iv) securitization facility transaction fees represent legal and other professional fees incurred to establish our accounts receivable securitization facility that was put in place in September 2024, (v) CEO transition costs represent incremental costs incurred to find and hire a replacement CEO, and (vi) loss on debt extinguishment relates to the write-off of debt issuance costs on the Company's term loan. Because EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income, as defined, exclude some, but not all, items that affect net (loss) income, such measures may not be comparable to similarly titled measures of other companies. The most comparable GAAP financial measure, net (loss) income, and information reconciling the GAAP and non-GAAP financial measures, are set forth below. We are unable to provide reconciliations for forward-looking non-GAAP metrics, such as EBITDA margin, without unreasonable efforts due to our inability to project non-recurring expenses. These items are uncertain and difficult to predict, depend on various factors, and could have a material impact on our GAAP results.
6
Centuri Holdings, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
For the Fiscal Three and Nine Months Ended
September 29, 2024 and October 1, 2023
(In thousands, except per share data)
(Unaudited)







Fiscal Three Months EndedFiscal Nine Months Ended
(dollars in thousands)September 29,
2024		October 1,
2023		September 29,
2024		October 1,
2023
Net (loss) income$(3,617)$16,918 $(17,153)$28,340 
Interest expense, net23,925 26,131 70,653 73,032 
Income tax expense21,770 10,010 523 16,835 
Depreciation expense26,546 29,582 81,921 90,975 
Amortization of intangible assets6,662 6,670 19,991 20,007 
EBITDA75,286 89,311 155,935 229,189 
Non-cash stock-based compensation1,318 1,316 810 2,149 
Strategic review costs— 549 2,010 1,777 
Severance costs531 335 7,188 567 
Securitization facility transaction fees1,393 — 1,393 — 
CEO transition costs233 — 233 — 
Adjusted EBITDA$78,761 $91,511 $167,569 $233,682 
Adjusted EBITDA Margin (% of revenue)10.9 %11.8 %8.7 %10.5 %


Fiscal Three Months EndedFiscal Nine Months Ended
(dollars in thousands)September 29, 2024October 1, 2023September 29, 2024October 1, 2023
Net (loss) income$(3,617)$16,918 $(17,153)$28,340 
Strategic review costs— 549 2,010 1,777 
Severance costs531 335 7,188 567 
Amortization of intangible assets6,662 6,670 19,991 20,007 
Securitization facility transaction fees1,393 — 1,393 — 
CEO transition costs233 — 233 — 
Loss on debt extinguishment 1,726 — 1,726 — 
Non-cash stock-based compensation1,318 1,316 810 2,149 
Income tax impact of adjustments(1)
(2,966)(2,217)(8,339)(6,125)
Adjusted Net Income$5,280 $23,571 $7,859 $46,715 
(1)Calculated based on a blended statutory tax rate of 25%.







7
Centuri Holdings, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
For the Fiscal Three and Nine Months Ended
September 29, 2024 and October 1, 2023
(In thousands, except per share data)
(Unaudited)





Fiscal Three Months EndedFiscal Nine Months Ended
September 29, 2024October 1, 2023September 29, 2024October 1, 2023
Diluted (loss) earnings per share attributable to common stock (GAAP as reported)$(0.04)$0.23 $(0.21)$0.34 
Add-back (deduct) net income (loss) attributable to noncontrolling interests— 0.01 — 0.05 
Strategic review costs— 0.01 0.02 0.02 
Severance costs0.01 — 0.09 0.01 
Securitization transaction fees0.02 — 0.02 — 
Loss on debt extinguishment0.02 — 0.02 — 
Amortization of intangible assets0.07 0.09 0.25 0.29 
Non-cash stock-based compensation0.01 0.02 0.01 0.03 
Income tax impact of adjustments
(0.03)(0.03)(0.10)(0.09)
Adjusted Diluted Earnings per Share$0.06 $0.33 $0.10 $0.65 

Note: The CEO transition costs adjustment is excluded from the table above as it has no impact on Adjusted Diluted Earnings per Share when rounded.

8
Centuri Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
For the Fiscal Three and Nine Months Ended
September 29, 2024 and October 1, 2023
(In thousands, except per share information)
(Unaudited)
Fiscal Three Months EndedFiscal Nine Months Ended
September 29, 2024October 1, 2023September 29, 2024October 1, 2023
Revenue$692,821 $745,639 $1,840,960 $2,145,601 
Revenue, related party - parent 27,232 29,250 79,191 88,360 
Total revenue, net720,053 774,889 1,920,151 2,233,961 
Cost of revenue (including depreciation)620,751 662,427 1,699,359 1,935,111 
Cost of revenue, related party - parent (including depreciation)23,509 24,849 71,216 79,316 
Total cost of revenue644,260 687,276 1,770,575 2,014,427 
Gross profit75,793 87,613 149,576 219,534 
Selling, general and administrative expenses27,213 27,993 76,461 81,632 
Amortization of intangible assets6,662 6,670 19,991 20,007 
Operating income41,918 52,950 53,124 117,895 
Interest expense, net23,925 26,131 70,653 73,032 
Other income, net(160)(109)(899)(312)
Income (loss) before income taxes18,153 26,928 (16,630)45,175 
 Income tax expense21,770 10,010 523 16,835 
Net (loss) income(3,617)16,918 (17,153)28,340 
Net income (loss) attributable to noncontrolling interests35 736 (130)3,856 
Net (loss) income attributable to common stock$(3,652)$16,182 $(17,023)$24,484 
(Loss) income per share attributable to common stock:
Basic$(0.04)$0.23 $(0.21)$0.34 
Diluted$(0.04)$0.23 $(0.21)$0.34 
Shares used in computing earnings per share:
Weighted average basic shares outstanding88,51871,66681,67971,666
Weighted average diluted shares outstanding88,51871,66681,67971,666
9
Centuri Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
September 29,
2024		December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents$52,459 $33,407 
Accounts receivable, net245,593 335,196 
Accounts receivable, related party - parent, net7,426 12,258 
Contract assets283,929 266,600 
Contract assets, related party - parent4,639 3,208 
Prepaid expenses and other current assets40,555 32,258 
Total current assets634,601 682,927 
Property and equipment, net498,154 545,442 
Intangible assets, net348,647 369,048 
Goodwill, net373,993 375,892 
Right-of-use assets under finance leases36,246 43,525 
Right-of-use assets under operating leases109,719 118,448 
Other assets111,351 54,626 
Total assets$2,112,711 $2,189,908 
LIABILITIES, TEMPORARY EQUITY AND EQUITY
Current liabilities:
Current portion of long-term debt$30,264 $42,552 
Current portion of finance lease liabilities10,110 11,370 
Current portion of operating lease liabilities19,372 19,363 
Accounts payable121,298 116,583 
Accrued expenses and other current liabilities183,290 187,050 
Contract liabilities21,894 43,694 
Total current liabilities386,228 420,612 
Long-term debt, net of current portion762,139 1,031,174 
Line of credit116,378 77,121 
Finance lease liabilities, net of current portion17,075 24,334 
Operating lease liabilities, net of current portion96,676 105,215 
Deferred income taxes134,885 135,123 
Other long-term liabilities67,891 71,076 
Total liabilities1,581,272 1,864,655 
Commitments and contingencies
Temporary equity:
Redeemable noncontrolling interests4,132 99,262 
Equity:
Common stock, $0.01 par value, 850,000,000 shares authorized, 88,517,521 shares issued and outstanding at September 29, 2024 and 1,000 shares issued and outstanding at December 31, 2023885 — 
Additional paid-in capital693,476 374,124 
Accumulated other comprehensive loss(6,087)(4,025)
Accumulated deficit(160,967)(144,108)
Total equity527,307 225,991 
Total liabilities, temporary equity and equity$2,112,711 $2,189,908 
10
Centuri Holdings, Inc. and Subsidiaries
Condensed Statements of Cash Flows
For the Fiscal Nine Months Ended
September 29, 2024 and October 1, 2023
(In thousands)
(Unaudited)
Fiscal Nine Months Ended
September 29, 2024October 1, 2023
Cash flows from operating activities:
Net (loss) income$(17,153)$28,340 
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Depreciation81,921 90,975 
Amortization of intangible assets19,991 20,007 
Amortization of debt issuance costs4,052 3,779 
Loss on debt extinguishment1,726 — 
Non-cash stock-based compensation expense810 2,149 
Gain on sale of equipment(2,651)(2,954)
Amortization of right-of-use assets15,491 12,537 
Deferred income taxes(10,406)8,703 
Other non-cash items836 — 
Changes in assets and liabilities, net of non-cash transactions2,615 (101,727)
Net cash provided by operating activities97,232 61,809 
Cash flows from investing activities:
Capital expenditures(66,093)(79,610)
Proceeds from sale of property and equipment6,802 7,673 
Net cash used in investing activities(59,291)(71,937)
Cash flows from financing activities:
Proceeds from initial public offering and private placement, net of offering costs paid327,967 — 
Proceeds from line of credit borrowings280,408 195,842 
Payment of line of credit borrowings(239,704)(134,073)
Principal payments on long-term debt(285,807)(34,054)
Principal payments on finance lease liabilities(8,574)(9,095)
Redemption of redeemable noncontrolling interest(92,839)(39,894)
Other(198)(213)
Net cash used in financing activities(18,747)(21,487)
Effects of foreign exchange translation(142)102 
Net increase (decrease) in cash and cash equivalents19,052 (31,513)
Cash and cash equivalents, beginning of period33,407 63,966 
Cash and cash equivalents, end of period$52,459 $32,453 





11
v3.24.3
Document and Entity Information
Nov. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 06, 2024
Entity Registrant Name Centuri Holdings, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-42022
Entity Tax Identification Number 93-1817741
Entity Address, Address Line One 19820 North 7th Avenue
Entity Address, Address Line Two Suite 120
Entity Address, City or Town Phoenix
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85027
City Area Code 623
Local Phone Number 582-1235
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.01 per share par value
Trading Symbol CTRI
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001981599
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