False000198159900019815992025-02-262025-02-26

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): February 26, 2025
______________________
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 February 26, 2025.

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: February 26, 2025
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
February 26, 2025
CENTURI REPORTS FOURTH QUARTER AND FISCAL YEAR 2024 RESULTS, INTRODUCES 2025 OUTLOOK

PHOENIX, AZ – February 26, 2025 - Centuri Holdings, Inc. (NYSE: CTRI) ("Centuri" or the "Company") today announced financial and operating results for the fourth quarter, ended December 29, 2024, and introduced full year 2025 outlook.

Fourth Quarter 2024 Financial Results
•Fourth quarter 2024 revenue of $717.1 million
•Net income attributable to common stock of $10.3 million (diluted earnings per share of $0.12)
•Adjusted Net Income of $18.4 million (adjusted diluted earnings per share of $0.21)
•Adjusted EBITDA of $70.7 million and Adjusted EBITDA Margin of 9.9%
•On a trailing twelve-month basis, reduced net debt to Adjusted EBITDA ratio to 3.6x as of December 2024 from 4.0x as of December 2023, consistent with prior outlook commentary
•Exited the fourth quarter of 2024 with a backlog totaling $3.7 billion, of which 90% is related to MSA revenue

Full Year 2024 Financial Results

•Achieved full year 2024 outlook provided in July
•Revenue of $2.64 billion
•Net loss attributable to common stock of $6.7 million
•Adjusted EBITDA of $238.2 million, a 9.0% margin
•Net capital expenditures of $89.4 million

Full Year Business Highlights

•Appointed Christian (Chris) Brown as President and Chief Executive Officer, effective December 3, 2024, who brings over three decades of strategic and operational expertise in the energy and infrastructure sectors
•Initiated a CEO-led, company-wide review of business development, resourcing, and the sales process to drive earnings growth
•Secured customer awards reflecting total multi-year estimated revenue potential of more than $220 million from a combination of new and renewed master service agreements ("MSA") as well as strategic bid work

“Our financial performance in the fourth quarter drove full-year revenues that exceeded the mid-point of our 2024 outlook, while our Adjusted EBITDA Margin was within the guidance provided. Centuri experienced higher-than-average emergency restoration services and saw continued improvement in crew counts in its core Non-Union Electric business, while MSA volumes benefited from customers spending budgeted capital late in the period,” said Centuri President & CEO Chris Brown. “In my nearly three months as CEO, I have developed a solid appreciation for our teams, the safety and
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quality of our services, and the strength of our customer relationships, which are crucial as we secure several important MSA renewals in 2025 and pursue new opportunities. Today’s energy markets offer tremendous growth potential for Centuri with both existing and new customers. To capitalize on this potential, we have implemented a company-wide review of our business development activities to institutionalize a more structured approach to market positioning, cross selling, and further focus on building our sales pipeline and the awarding of new business.”

Management Commentary

Financial results during the fourth quarter of 2024 increased year-on-year, with revenue increasing by $51.8 million, or 7.8%, and Adjusted EBITDA improving by $13.2 million, or 22.9%. Results benefited from increased emergency restoration services, including residual work related to Hurricane Helene, which made landfall late in the third quarter and the impact of Hurricane Milton in October, collectively driving a $46.7 million increase in emergency restoration services revenues versus the prior year period. Core Non-Union Electric results improved from an increase in crew counts, and the core Union Electric segment benefited from a pick-up in project activity.

Partially offsetting these favorable increases, U.S. Gas margins were negatively impacted by unfavorable work mix despite stronger spending in the fourth quarter across several U.S. Gas customers driving a modest year-over-year improvement in revenues. Further, offshore wind revenues, included in the Union Electric segment, declined by $43.0 million, which aligned with expectations.

During the quarter Centuri booked $221 million in new awards of which 45% was MSA renewals and 55% was new contract awards. Looking ahead, we have grown the sales opportunity pipeline by a third which includes $1.5 billion of late stage bids and approximately 40 MSA renewals expected in the next 12 months. We anticipate we will secure new awards in the next twelve months that will deliver a book to bill in excess of 1.1x. Our priority is to continue driving sales growth and increasing both MSA and new contract awards.

Centuri experienced a transformative year in 2024, highlighted by the completion of an initial public offering in April. Despite facing headwinds from reduced customer spending under MSAs, particularly in the first half of the year, Centuri achieved full-year revenue of $2.64 billion, surpassing the $2.6 billion midpoint of guidance provided in July. Additionally, Adjusted EBITDA for the year totaled $238.2 million, reflecting an Adjusted EBITDA Margin of 9.0% that was just within the guidance range of 9.0% to 9.6%.

Centuri’s net debt to adjusted EBITDA ratio improved to 3.6x in December 2024 from 4.0x in December 2023, which was in line with expectations. The Company will continue to focus on improving free cash flow and strengthening the balance sheet throughout 2025.

Introducing Full Year 2025 Outlook
•Revenue outlook of $2.60 to $2.80 billion
•Adjusted EBITDA of $240 to $275 million
•Net capital expenditures of $65 to $80 million

See the 4Q earnings release slides for details on certain key assumptions associated with our Full Year 2025 Outlook.
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Centuri Holdings, Inc.
Supplemental Segment Data
(In thousands, except percentages)
(Unaudited)
Fiscal three months ended December 29, 2024 compared to the fiscal three months ended December 31, 2023

Fiscal Three Months EndedChange
(dollars in thousands)December 29, 2024December 31, 2023$%
Revenue:
U.S. Gas$327,245 45.6 %$310,485 46.7 %$16,760 5.4 %
Canadian Gas56,754 7.9 %56,708 8.5 %46 0.1 %
Union Electric193,785 27.0 %205,065 30.8 %(11,280)(5.5 %)
Non-Union Electric139,294 19.5 %93,057 14.0 %46,237 49.7 %
Consolidated revenue$717,078 100.0 %$665,315 100.0 %$51,763 7.8 %
Gross profit:
U.S. Gas$20,371 6.2 %$24,117 7.8 %$(3,746)(15.5 %)
Canadian Gas10,219 18.0 %9,714 17.1 %505 5.2 %
Union Electric19,127 9.9 %13,710 6.7 %5,417 39.5 %
Non-Union Electric21,379 15.3 %6,367 6.8 %15,012 235.8 %
Consolidated gross profit$71,096 9.9 %$53,908 8.1 %$17,188 31.9 %

•Revenue from our U.S. Gas segment totaled $327.2 million, reflecting an increase of $16.8 million, or 5.4%, compared to the prior year period. This increase was primarily due to an increase in bid project work during the current quarter. As a percentage of revenue, gross profit decreased to 6.2% in the current period from 7.8% in the same period from the prior year. Profitability was negatively affected primarily by lower margin work in the northeastern U.S., as in the prior year quarter operations in the region benefited from bid and MSA work that was more profitable for the season.

•Revenue from our Canadian Gas segment remained consistent at $56.8 million. While the segment experienced an increase in MSA volumes, bid work was down due to timing of bid projects. As a percentage of revenue, gross profit increased to 18.0% in the current period as compared to 17.1% in the prior year period.

•Revenue from our Union Electric segment totaled $193.8 million, reflecting a decrease of $11.3 million, or 5.5%, compared to the prior year period. This decrease was driven by a planned decline in offshore wind revenue of $43.0 million, partially offset by increased revenue on bid projects. Emergency restoration services revenue for the Union Electric segment was $9.3 million for the current period compared to $3.0 million for the prior year period. This increase in emergency restoration work as well as higher margin project work drove an increase in profitability, as gross profit margin increased to 9.9% in the current period as compared to 6.7% in the prior year period.

•Revenue from our Non-Union Electric segment totaled $139.3 million, reflecting an increase of $46.2 million, or 49.7%, compared to the prior year period. This increase was primarily due to revenue from emergency restoration services performed early in the quarter in response to Hurricanes Helene and Milton, which accounted for $40.4 million of the segment’s revenue for the current period, compared to none in the prior year period. As a percentage of revenue, gross profit increased to 15.3% in the current period compared to 6.8% in the prior year period, primarily due to the higher profitability of emergency restoration work.
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Centuri Holdings, Inc.
Supplemental Segment Data
(In thousands, except percentages)
(Unaudited)
Fiscal Year Ended December 29, 2024 compared to the fiscal year ended December 31, 2023

Fiscal Year Ended Change
(dollars in thousands)December 29, 2024December 31, 2023$%
Revenue:
U.S. Gas$1,260,579 47.8 %$1,357,449 46.8 %$(96,870)(7.1 %)
Canadian Gas197,872 7.5 %234,794 8.1 %(36,922)(15.7 %)
Union Electric693,513 26.3 %833,094 28.7 %(139,581)(16.8 %)
Non-Union Electric485,265 18.4 %473,939 16.4 %11,326 2.4 %
Consolidated revenue$2,637,229 100.0 %$2,899,276 100.0 %$(262,047)(9.0 %)
Gross profit:
U.S. Gas$69,511 5.5 %$123,626 9.1 %$(54,115)(43.8 %)
Canadian Gas31,306 15.8 %33,095 14.1 %(1,789)(5.4 %)
Union Electric58,002 8.4 %57,740 6.9 %262 0.5 %
Non-Union Electric61,853 12.7 %58,231 12.3 %3,622 6.2 %
Other— — %750 NM(750)NM
Consolidated gross profit$220,672 8.4 %$273,442 9.4 %$(52,770)(19.3 %)
NM — Percentage is not meaningful
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Conference Call Information

Centuri will conduct a conference call today, Wednesday, February 26, 2025 at 10:00 AM ET / 7:00 AM PT to discuss its fourth 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, in the near term, the Company is well positioned to pursue its strategic priorities, inclusive of increasing MSA and new contract awards; our estimation that awards secured in the most recent quarter represent more than $220 million in potential revenue; our estimation of the value of our backlog; our belief that we will secure several important MSA renewals in 2025; our expectation that we will secure new awards in the next twelve months that will deliver a book to bill in excess of 1.1x; our belief that today's energy markets offer tremendous growth potential for Centuri with both existing and new customers; our expectation that we will finalize a new sales and pipeline process in 2025; the belief that this pipeline process will boost Centuri's ability to make decisions and position us for growth and profitability; and the number ranges presented in our Full Year 2025 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.

Book to bill

Book to bill represents the ratio of total awards won in a period to total revenue recognized in the same period.
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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, Net Debt to Adjusted EBITDA ratio, 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, (v) CEO transition costs and (vi) goodwill impairment. Adjusted EBITDA Margin is defined as the percentage derived from dividing Adjusted EBITDA by revenue. Management believes that EBITDA helps investors compare our performance to our peers and gain an understanding of the factors affecting our ongoing cash earnings from which capital investments are made and debt is serviced, and that Adjusted EBITDA provides additional insight by removing certain expenses that are non-recurring and/or non-operational in nature. Management believes that Adjusted EBITDA Margin is useful for the same reason as Adjusted EBITDA, and also provides an additional understanding of how Adjusted EBITDA is impacted by factors other than changes in revenue.

Net Debt to Adjusted Ratio is calculated by dividing net debt as of the latest balance sheet date by the trailing twelve months of adjusted EBITDA. Net debt is defined as the sum of all bank debt on the balance sheet and finance lease liabilities, net of cash. Management believes this leverage is ratio in helping investors understand the extent our business is leveraged.

Adjusted Net Income is defined as net income (loss) adjusted for (i) strategic review costs, (ii) severance costs, (iii) amortization of intangible assets, (iv) securitization facility transaction fees, (v) CEO transition costs, (vi) loss on debt extinguishment, (vii) non-cash stock-based compensation expense, (viii) goodwill impairment and (ix) 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. Management believes that Adjusted Net Income helps investors understand the profitability of our business when excluding certain expenses that are non-recurring and/or non-operational in nature. 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 these non-GAAP metrics: (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 securitization facility, (v) CEO transition costs represent incremental costs incurred to find and hire a replacement CEO, (vi) loss on debt extinguishment
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relates to the write-off of debt issuance costs on the Company’s term loan and (vii) goodwill impairment can vary from period to period depending on economic and other factors.

Because these non-GAAP metrics, as defined, exclude some, but not all, items that affect comparable GAAP financial measures, these non-GAAP metrics may not be comparable to similarly titled measures of other companies. The most comparable GAAP financial measure and information reconciling the GAAP and non-GAAP financial measures are set forth below.
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Centuri Holdings, Inc.
Reconciliation of Non-GAAP Financial Measures
(In thousands unless otherwise noted)
(Unaudited)

Fiscal Three Months EndedFiscal Year Ended
(dollars in thousands)December 29, 2024December 31, 2023December 29, 2024December 31, 2023
Net income (loss)$10,331 $(212,846)$(6,822)$(184,506)
Interest expense, net19,862 24,444 90,515 97,476 
Income tax expense (benefit)2,943 (7,305)3,466 9,530 
Depreciation expense26,782 27,801 108,703 118,776 
Amortization of intangible assets6,651 6,663 26,642 26,670 
EBITDA66,569 (161,243)222,504 67,946 
Non-cash stock-based compensation1,421 (298)2,231 1,851 
Strategic review costs— 1,588 2,010 3,365 
Severance costs840 3,461 8,028 4,028 
Securitization facility transaction fees— — 1,393 — 
CEO transition costs1,827 — 2,060 — 
Goodwill impairment— 213,992 — 213,992 
Adjusted EBITDA$70,657 $57,500 $238,226 $291,182 
Adjusted EBITDA Margin (% of revenue)9.9 %8.6 %9.0 %10.0 %


Fiscal Three Months EndedFiscal Year Ended
(dollars in thousands)December 29, 2024December 31, 2023December 29, 2024December 31, 2023
Net income (loss)$10,331 $(212,846)$(6,822)$(184,506)
Strategic review costs— 1,588 2,010 3,365 
Severance costs840 3,461 8,028 4,028 
Amortization of intangible assets6,651 6,663 26,642 26,670 
Securitization facility transaction fees— — 1,393 — 
CEO transition costs1,827 — 2,060 — 
Loss on debt extinguishment — — 1,726 — 
Non-cash stock-based compensation1,421 (298)2,231 1,851 
Goodwill impairment— 213,992 — 213,992 
Income tax impact of adjustments(1)
(2,686)(7,683)(11,025)(13,808)
Adjusted Net Income$18,384 $4,877 $26,243 $51,592 
(1)Calculated based on a blended statutory tax rate of 25%.

















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Centuri Holdings, Inc.
Reconciliation of Non-GAAP Financial Measures
(In thousands unless otherwise noted)
(Unaudited)
Fiscal Three Months EndedFiscal Year Ended
(dollars per share)December 29, 2024December 31, 2023December 29, 2024December 31, 2023
Diluted earnings (loss) per share attributable to common stock (GAAP as reported)$0.12 $(2.94)$(0.08)$(2.60)
(Deduct) add-back net (loss) income attributable to noncontrolling interests— (0.03)— 0.02 
Strategic review costs— 0.02 0.02 0.05 
Severance costs0.01 0.05 0.10 0.06 
Securitization transaction fees— — 0.02 — 
CEO transition costs0.02 — 0.02 — 
Loss on debt extinguishment— — 0.02 — 
Amortization of intangible assets0.07 0.09 0.32 0.36 
Non-cash stock-based compensation0.02 — 0.03 0.03 
Goodwill impairment— 2.99 — 2.99 
Income tax impact of adjustments
(0.03)(0.11)(0.13)(0.19)
Adjusted Diluted Earnings per Share$0.21 $0.07 $0.32 $0.72 


(dollars in thousands, except Net Debt to Adjusted EBITDA ratio)December 29, 2024December 31, 2023
Debt
Current portion of long-term debt$30,018 $42,552 
Current portion of finance lease liabilities9,331 11,370 
Long-term debt, net of current portion730,330 1,031,174 
Line of credit113,533 77,121 
Finance lease liabilities, net of current portion15,009 24,334 
Total debt$898,221 $1,186,551 
Less: Cash and cash equivalents(49,019)(33,407)
Net debt$849,202 $1,153,144 
Trailing twelve month Adjusted EBITDA$238,226 $291,182 
Net Debt to Adjusted EBITDA ratio (1)
3.64.0
(1)This net debt to adjusted EBITDA ratio may differ slightly from the net leverage ratio calculated for the purposes of the revolving credit facility.
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Centuri Holdings, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share information)
(Unaudited)
Fiscal Three Months EndedFiscal Year Ended
December 29, 2024December 31, 2023December 29, 2024December 31, 2023
Revenue$689,434 $637,244 $2,530,394 $2,782,845 
Revenue, related party - parent 27,644 28,071 106,835 116,431 
Total revenue, net717,078 665,315 2,637,229 2,899,276 
Cost of revenue (including depreciation)620,385 585,309 2,319,744 2,520,420 
Cost of revenue, related party - parent (including depreciation)25,597 26,098 96,813 105,414 
Total cost of revenue645,982 611,407 2,416,557 2,625,834 
Gross profit71,096 53,908 220,672 273,442 
Selling, general and administrative expenses30,786 28,712 107,247 110,344 
Amortization of intangible assets6,651 6,663 26,642 26,670 
Goodwill impairment— 213,992 — 213,992 
Operating income (loss)33,659 (195,459)86,783 (77,564)
Interest expense, net19,862 24,444 90,515 97,476 
Other expense (income), net523 248 (376)(64)
Income (loss) before income taxes13,274 (220,151)(3,356)(174,976)
Income tax expense (benefit)2,943 (7,305)3,466 9,530 
Net income (loss)10,331 (212,846)(6,822)(184,506)
Net income (loss) attributable to noncontrolling interests32 (2,186)(98)1,670 
Net income (loss) attributable to common stock$10,299 $(210,660)$(6,724)$(186,176)
Earnings (loss) per share attributable to common stock:
Basic$0.12 $(2.94)$(0.08)$(2.60)
Diluted$0.12 $(2.94)$(0.08)$(2.60)
Shares used in computing earnings per share:
Weighted average basic shares outstanding88,51871,66683,28671,666
Weighted average diluted shares outstanding88,60971,66683,28671,666
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Centuri Holdings, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
December 29,
2024		December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents$49,019 $33,407 
Accounts receivable, net271,793 335,196 
Accounts receivable, related party - parent, net9,648 12,258 
Contract assets235,546 266,600 
Contract assets, related party - parent2,623 3,208 
Prepaid expenses and other current assets32,755 32,258 
Total current assets601,384 682,927 
Property and equipment, net511,314 545,442 
Intangible assets, net340,901 369,048 
Goodwill, net368,302 375,892 
Right-of-use assets under finance leases33,790 43,525 
Right-of-use assets under operating leases104,139 118,448 
Other assets114,560 54,626 
Total assets$2,074,390 $2,189,908 
LIABILITIES, TEMPORARY EQUITY AND EQUITY
Current liabilities:
Current portion of long-term debt$30,018 $42,552 
Current portion of finance lease liabilities9,331 11,370 
Current portion of operating lease liabilities18,695 19,363 
Accounts payable125,726 116,583 
Accrued expenses and other current liabilities173,584 187,050 
Contract liabilities24,975 43,694 
Total current liabilities382,329 420,612 
Long-term debt, net of current portion730,330 1,031,174 
Line of credit113,533 77,121 
Finance lease liabilities, net of current portion15,009 24,334 
Operating lease liabilities, net of current portion91,739 105,215 
Deferred income taxes115,114 135,123 
Other long-term liabilities66,115 71,076 
Total liabilities1,514,169 1,864,655 
Temporary equity:
Redeemable noncontrolling interests4,669 99,262 
Equity:
Common stock, $0.01 par value, 850,000,000 shares authorized, 88,517,521 shares issued and outstanding at December 29, 2024 and 1,000 shares issued and outstanding at December 31, 2023
885 — 
Additional paid-in capital718,598 374,124 
Accumulated other comprehensive loss(13,209)(4,025)
Accumulated deficit(150,722)(144,108)
Total equity555,552 225,991 
Total liabilities, temporary equity and equity$2,074,390 $2,189,908 
11
Centuri Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

Fiscal Year Ended
December 29,
2024		December 31,
2023
Net cash provided by operating activities158,230 167,465 
Cash flows from investing activities:
Capital expenditures(99,333)(106,650)
Proceeds from sale of property and equipment9,958 11,800 
Net cash used in investing activities(89,375)(94,850)
Cash flows from financing activities:
Proceeds from initial public offering and private placement, net of offering costs paid327,667 — 
Proceeds from line of credit borrowings353,769 197,101 
Payment of line of credit borrowings(310,740)(203,771)
Principal payments on long-term debt(318,668)(44,557)
Principal payments on finance lease liabilities(11,293)(12,113)
Redemption of redeemable noncontrolling interest(92,916)(39,894)
Other(438)(213)
Net cash used in financing activities(52,619)(103,447)
Effects of foreign exchange translation(624)273 
Net increase (decrease) in cash and cash equivalents15,612 (30,559)
Cash and cash equivalents, beginning of period33,407 63,966 
Cash and cash equivalents, end of period$49,019 $33,407 




12
v3.25.0.1
Document and Entity Information
Feb. 26, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 26, 2025
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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