False000198159900019815992024-07-292024-07-29

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): July 29, 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 July 29, 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: July 29, 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
July 29, 2024
CENTURI REPORTS SECOND QUARTER 2024 RESULTS, INITIATES 2024 GUIDANCE
PHOENIX, AZ – July 29, 2024 - Centuri Holdings, Inc. (NYSE: CTRI) ("Centuri" or the "Company") today announced financial and operating results for the second quarter, ended June 30, 2024. The Company also provided an outlook for full year financial performance.

Second Quarter Business and Financial Highlights
•Completed an initial public offering (“IPO”) and concurrent private placement of common stock on the New York Stock Exchange (“NYSE”); raised final combined net proceeds of $328.0 million primarily used to pay down outstanding debt
•Secured several notable customer awards reflecting total multi-year estimated revenue potential of more than $400 million from a combination of Master Service Agreement (MSA) extensions and strategic bid work; exited the second quarter 2024 with a backlog totaling $4.7 billion
•Finalized extensive two-phase review of corporate and operating company overhead through an executive leadership-led process that is expected to generate approximately $29 million in annualized run rate savings in 2025
•Revenue of $672.1 million
•Net income attributable to common stock of $11.7 million (diluted earnings per share of $0.14)
•Adjusted Net Income of $17.0 million (adjusted diluted earnings per share of $0.20)
•Adjusted EBITDA of $68.6 million and Adjusted EBITDA margin of 10.2%
•Announced in June 2024 that Bill Fehrman will be stepping down as President and CEO of Centuri effective July 31, 2024 to take the CEO role at one of the nation’s largest publicly traded utility companies, while remaining on the Board until a new CEO is named
•Appointed Paul Caudill, a highly experienced power and energy executive, prior Centuri advisory board member, and senior advisor to Bill Fehrman during his tenure as President and CEO of Centuri, as Interim President and CEO until a permanent CEO is identified
•Engaged a national search firm in July 2024 to initiate the process of identifying a permanent CEO

“In the months since the IPO, we experienced weaker than expected customer spending in multiple states, including Illinois, California, and Maryland. This was largely due to unfavorable rate case outcomes for our regulated utility MSA customers, and we were also impacted by bid work with MSA customers that was either delayed or did not materialize. While these factors negatively affected financial results in the second quarter, our focus on cost reduction allowed us to maintain an EBITDA margin in line with historical averages. In addition, the cost saving initiatives, which we began early in Q1, have instilled discipline around capital allocation and drove solid free cash flow generation on adjusted EBITDA,” said Bill Fehrman, outgoing President and CEO of Centuri.

“Centuri is well positioned for the future. We are engaging new customers and new projects through our growth strategy, and we’ll continue the cost savings initiatives led by incoming Interim President & CEO Paul Caudill. Together, these efforts have set the stage for continued growth and customer diversification. I want to thank the highly capable team at Centuri who will continue to lead our new stand-alone public platform and drive significant stakeholder value over the long-term," concluded Fehrman.

1

Management Commentary

Financial results during the second quarter of 2024 declined on a year-over-year basis primarily driven by 1) several of Centuri's largest MSA clients reducing infrastructure spending due to unfavorable regulatory decisions or deferred hearings, 2) caution in spending among utilities due to a prolonged higher interest rate environment, 3) a seasonally uncharacteristic, higher margin bid job in the second quarter of 2023 that did not repeat, and 4) reduced offshore wind activities primarily due to the cancellation of a project in late 2023.

Centuri remains intensely focused on new business development initiatives. During the second quarter of 2024, the Company continued to execute its commercial strategy and had success in extending and securing new business across several service lines and regions, including notable strategic bid work wins that leverage Centuri's core competencies. Further, management finalized its detailed corporate and operating company overhead reviews, which will drive meaningful savings in 2025, and started the process of identifying savings through a comprehensive supply chain and asset utilization review program that is in its early stages. The focus on cost control and capital efficiency will remain at the forefront under the leadership of Paul Caudill, who played a key role as an advisor to the CEO in helping to develop and implement these programs.

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




Centuri Holdings, Inc. and Subsidiaries
Supplemental Segment Data
For the Fiscal Three and Six Months Ended
June 30, 2024 and July 2, 2023
(In thousands, except percentages)
(Unaudited)
Segment Results

Three months ended June 30, 2024 compared to the three months ended July 2, 2023

Fiscal Three Months EndedChange
(dollars in thousands)June 30, 2024July 2, 2023$%
Revenue:
U.S. Gas$340,686 50.7 %$391,882 48.6 %$(51,196)(13.1 %)
Canadian Gas40,990 6.1 %48,084 6.0 %(7,094)(14.8 %)
Union Electric164,211 24.4 %218,225 27.1 %(54,014)(24.8 %)
Non-Union Electric120,512 17.9 %133,561 16.6 %(13,049)(9.8 %)
Other5,676 0.8 %14,027 1.7 %(8,351)(59.5 %)
Consolidated revenue$672,075 100.0 %$805,779 100.0 %$(133,704)(16.6 %)
Gross profit (loss):
U.S. Gas$25,156 7.4 %$44,040 11.2 %$(18,884)(42.9 %)
Canadian Gas9,358 22.8 %7,574 15.8 %1,784 23.6 %
Union Electric12,079 7.4 %17,097 7.8 %(5,018)(29.4 %)
Non-Union Electric16,237 13.5 %20,575 15.4 %(4,338)(21.1 %)
Other(2,326)(41.0 %)686 4.9 %(3,012)NM
Consolidated gross profit$60,504 9.0 %$89,972 11.2 %$(29,468)(32.8 %)


NM — Percentage is not meaningful

•Revenue from our U.S. Gas segment totaled $340.7 million, reflecting a decrease of $51.2 million, or 13.1%, 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 has since been completed. As a percentage of revenue, gross profit decreased to 7.4% in the current period from 11.2% in the same period from the prior year. Profitability was negatively affected by lower margins on bid work and one-time severance costs incurred during the current period. 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 $41.0 million, reflecting a decrease of $7.1 million, or 14.8%, 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 22.8% in the current period as compared to 15.8% in the same period from the prior year primarily due to favorable changes in mix of work.

•Revenue from our Union Electric segment totaled $164.2 million, reflecting a decrease of $54.0 million, or 24.8%, compared to the prior year period. This decrease was driven by a decline in offshore wind revenue of $20.7 million due to timing of projects, as well as a net reduction in volumes under other existing MSAs. Storm restoration services revenue for the Union Electric segment was $6.1 million for the current period compared to $5.1 million for the prior year period. As a percentage of revenue, gross profit decreased to 7.4% in the current period as compared to 7.8% in the prior year period primarily due to changes in the mix of work.

•Revenue from our Non-Union Electric segment totaled $120.5 million, reflecting a decrease of $13.0 million, or 9.8%, compared to the prior year period. This decrease was primarily driven by a reduction in net volumes under existing customer MSAs. Storm restoration services revenue for the Non-Union Electric Segment was $30.2 million for the current period, compared to $28.9 million for the prior year period. As a percentage of revenue, gross profit decreased to 13.5% in the current period, compared to 15.4% in the prior year period. Profitability was negatively affected by lower work hours for existing crews which caused underutilization of fixed costs.

3




Centuri Holdings, Inc. and Subsidiaries
Supplemental Segment Data
For the Fiscal Three and Six Months Ended
June 30, 2024 and July 2, 2023
(In thousands, except percentages)
(Unaudited)
Six months ended June 30, 2024 compared to the six months ended July 2, 2023

Fiscal Six Months EndedChange
(dollars in thousands)June 30, 2024July 2, 2023$%
Revenue:
U.S. Gas$567,264 47.3 %$651,219 44.6 %$(83,955)(12.9 %)
Canadian Gas75,638 6.3 %87,387 6.0 %(11,749)(13.4 %)
Union Electric328,062 27.3 %423,894 29.1 %(95,832)(22.6 %)
Non-Union Electric217,127 18.1 %270,167 18.5 %(53,040)(19.6 %)
Other12,007 1.0 %26,405 1.8 %(14,398)(54.5 %)
Consolidated revenue$1,200,098 100.0 %$1,459,072 100.0 %$(258,974)(17.7 %)
Gross profit (loss):
U.S. Gas$21,180 3.7 %$47,406 7.3 %$(26,226)(55.3 %)
Canadian Gas14,903 19.7 %12,050 13.8 %2,853 23.7 %
Union Electric23,448 7.1 %32,306 7.6 %(8,858)(27.4 %)
Non-Union Electric19,037 8.8 %39,062 14.5 %(20,025)(51.3 %)
Other(4,785)(39.9 %)1,097 4.2 %(5,882)NM
Consolidated gross profit$73,783 6.1 %$131,921 9.0 %$(58,138)(44.1 %)

NM — Percentage is not meaningful

•Revenue from our U.S. Gas segment totaled $567.3 million, reflecting a decrease of $84.0 million, or 12.9%, 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, unfavorable winter weather which delayed work in the first quarter, and timing of bid projects, as the prior year benefited from the commencement of a large project that has since been completed. As a percentage of revenue, gross profit decreased to 3.7% in the current period from 7.3% in the prior year period. Profitability was negatively affected by unfavorable winter weather and lower margins on bid work. 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 $75.6 million, reflecting a decrease of $11.7 million, or 13.4%, 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 19.7% in the current period as compared to 13.8% in the prior year period primarily due to favorable changes in mix of work.

•Revenue from our Union Electric segment totaled $328.1 million, reflecting a decrease of $95.8 million, or 22.6%, compared to the prior year period. This decrease was driven by a decline in offshore wind revenue of $33.4 million due to timing of projects, as well as a reduction in net volumes under existing customer MSAs, which was partially due to unfavorable weather. Storm restoration services revenue for the Union Electric segment was $13.6 million for the current period compared to $13.4 million for the prior year period. As a percentage of revenue, gross profit decreased to 7.1% in the current period as compared to 7.6% in the prior year period primarily due to changes in the mix of work.

•Revenue from our Non-Union Electric segment totaled $217.1 million, reflecting a decrease of $53.0 million, or 19.6%, compared to the prior year period. This decrease was primarily driven by a decrease in volumes under existing MSAs, and a decrease in storm restoration revenue of $19.1 million (which was $32.0 million for the first six months of 2024 compared to $51.1 million for the same period in 2023). As a percentage of revenue, gross profit decreased to 8.8% in the current period, compared to 14.5% in the same period from the prior year. Profitability was negatively affected by unfavorable changes in mix of work, including less storm restoration revenue (which typically generates higher profit margins) and underutilization of fixed costs.
4

Conference Call Information

Centuri will conduct a conference call today, Monday, July 29, 2024 at 12:00 PM ET / 9:00 AM PT to discuss its second quarter 2024 financial results, business highlights, and the Company’s previously disclosed leadership transition. Speakers on the call will include Bill Fehrman, President and Chief Executive Officer, Gregory Izenstark, Chief Financial Officer, and other members of management. 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) 267-6316, or for international callers, (203) 518-9783. 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 (888) 562-0855 in the U.S., or (402) 220-7339 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. was formed for the purpose of completing an IPO and other related transactions in order to carry on the business of Centuri Group, Inc., its predecessor for financial reporting purposes. Centuri Group, 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, 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 while growing the business under the leadership of incoming Interim CEO Paul Caudill; our confidence that Centuri will benefit from multi-decade secular tailwinds in the energy and power infrastructure industries and the deployment of clean technologies, and that these forces are expected to drive growth with new and existing customers and support expansion into adjacent high growth service lines; our belief that the team at Centuri will continue to lead the Company and drive significant stakeholder value over the long-term; our estimation that awards secured in the quarter represent over $400 million in potential revenue; our expectation that our review of corporate and operating company overhead will result in meaningful savings, and our estimation that these savings will be $29 million annually; number ranges presented in our Full Year 2024 Outlook; and our belief that the current focus on cost control and capital efficiency will remain at the forefront under the leadership of Paul Caudill. 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 SEC. 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 Measures

We prepare and present our financial statements in accordance with GAAP. However, management believes that EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Free Cash Flow Conversion, Adjusted Net Income (Loss), and Adjusted Diluted Earnings (Loss) 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, and (iii) severance costs. Adjusted EBITDA Margin is defined as the percentage derived from dividing Adjusted EBITDA by revenue.

Free Cash Flow is defined as Adjusted EBITDA less net capital expenditures. Net capital expenditures is defined as capital expenditures, net of proceeds from sale of property and equipment. Free Cash Flow Conversion is derived from dividing Free Cash Flow by Adjusted EBITDA.

Adjusted Net Income (Loss) is defined as net income (loss) adjusted for (i) strategic review costs, (ii) severance costs, (iii) amortization of intangible assets, (iv) non-cash stock-based compensation expense and (v) 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 (Loss) 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 revenues, 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, Free Cash Flow, Free Cash Flow Conversion, Adjusted Net Income (Loss), and Adjusted Diluted Earnings (Loss) per Share: (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 costs related to the separation of Centuri are non-recurring; and (iii) severance costs relate to non-recurring restructuring activities. Because EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Free Cash Flow Conversion, Adjusted Net Income (Loss), and Adjusted Diluted Earnings (Loss) per Share as defined, exclude some, but not all, items that affect net income (loss), such measures may not be comparable to similarly titled measures of other companies. The most comparable GAAP financial measure, net income (loss), 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 without unreasonable efforts due to our inability to project non-recurring expenses.


6
Centuri Holdings, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
For the Fiscal Three and Six Months Ended
June 30, 2024 and July 2, 2023
(In thousands)
(Unaudited)
Fiscal Three Months EndedFiscal Six Months Ended
(dollars in thousands)June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Net income (loss)$11,697 $18,527 $(13,536)$11,422 
Interest expense, net22,629 24,525 46,728 46,901 
Income tax (benefit) expense(474)11,033 (21,247)6,825 
Depreciation expense27,724 30,190 55,375 61,393 
Amortization of intangible assets6,661 6,670 13,329 13,337 
EBITDA68,237 90,945 80,649 139,878 
Non-cash stock-based compensation80 689 (508)833 
Strategic review costs(1,867)1,137 2,010 1,228 
Severance costs2,186 163 6,657 232 
Adjusted EBITDA$68,636 $92,934 $88,808 $142,171 
Adjusted EBITDA Margin (% of revenue)10.2 %11.5 %7.4 %9.7 %


Fiscal Three Months EndedFiscal Six Months Ended
(dollars in thousands)June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Adjusted EBITDA$68,636 $92,934 $88,808 $142,171 
Net capital expenditures(20,029)(28,575)(48,904)(49,146)
Free Cash Flow$48,607 $64,359 $39,904 $93,025 
Free Cash Flow Conversion (% of adjusted EBITDA)70.8 %69.3 %44.9 %65.4 %























7
Centuri Holdings, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
For the Fiscal Three and Six Months Ended
June 30, 2024 and July 2, 2023
(In thousands)
(Unaudited)
Fiscal Three Months EndedFiscal Six Months Ended
(dollars in thousands)June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Net income (loss)$11,697 $18,527 $(13,536)$11,422 
Strategic review costs(1,867)1,137 2,010 1,228 
Severance costs2,186 163 6,657 232 
Amortization of intangible assets6,661 6,670 13,329 13,337 
Non-cash stock-based compensation80 689 (508)833 
Income tax impact of adjustments(1)
(1,766)(2,165)(5,373)(3,908)
Adjusted Net Income (Loss)$16,991 $25,021 $2,579 $23,144 
(1)Calculated based on a blended statutory tax rate of 25%.



Fiscal Three Months EndedFiscal Six Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Diluted earnings (loss) per share attributable to common stock (GAAP as reported)$0.14 $0.24 $(0.17)$0.12 
Add-back (deduct) net income (loss) attributable to noncontrolling interests— 0.02 — 0.04 
Strategic review costs(0.02)0.02 0.03 0.02 
Severance costs0.03 — 0.09 — 
Amortization of intangible assets0.07 0.09 0.16 0.18 
Non-cash stock-based compensation— 0.01 (0.01)0.01 
Income tax impact of adjustments
(0.02)(0.03)(0.07)(0.05)
Adjusted Diluted Earnings per Share$0.20 $0.35 $0.03 $0.32 




8
Centuri Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
For the Fiscal Three and Six Months Ended
June 30, 2024 and July 2, 2023
(In thousands, except per share information)
(Unaudited)
Fiscal Three Months EndedFiscal Six Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Revenue$643,394 $775,473 $1,148,139 $1,399,962 
Revenue, related party28,681 30,306 51,959 59,110 
Total revenue, net672,075 805,779 1,200,098 1,459,072 
Cost of revenue (including depreciation)585,755 688,569 1,078,608 1,272,684 
Cost of revenue, related party (including depreciation)25,816 27,238 47,707 54,467 
Total cost of revenue611,571 715,807 1,126,315 1,327,151 
Gross profit60,504 89,972 73,783 131,921 
Selling, general and administrative expenses20,698 30,100 49,248 53,639 
Amortization of intangible assets6,661 6,670 13,329 13,337 
Operating income33,145 53,202 11,206 64,945 
Interest expense, net22,629 24,525 46,728 46,901 
Other income, net(707)(883)(739)(203)
Income (loss) before income taxes11,223 29,560 (34,783)18,247 
Income tax (benefit) expense(474)11,033 (21,247)6,825 
Net income (loss)11,697 18,527 (13,536)11,422 
Net income (loss) attributable to noncontrolling interests10 1,381 (165)3,120 
Net income (loss) attributable to common stock$11,687 $17,146 $(13,371)$8,302 
Income (loss) per share attributable to common stock:
Basic$0.14 $0.24 $(0.17)$0.12 
Diluted$0.14 $0.24 $(0.17)$0.12 
Shares used in computing earnings per share:
Weighted average basic shares outstanding84,62971,66678,14771,666
Weighted average diluted shares outstanding84,63671,66678,14771,666
9
Centuri Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
June 30,
2024		December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents$30,919 $33,407 
Accounts receivable, net326,065 335,196 
Accounts receivable, related party, net12,170 12,258 
Contract assets286,794 266,600 
Contract assets, related party2,242 3,208 
Prepaid expenses and other current assets65,503 32,258 
Total current assets723,693 682,927 
Property and equipment, net533,927 545,442 
Intangible assets, net355,061 369,048 
Goodwill, net372,729 375,892 
Right-of-use assets under finance leases38,750 43,525 
Right-of-use assets under operating leases112,605 118,448 
Other assets84,855 54,626 
Total assets$2,221,620 $2,189,908 
LIABILITIES, TEMPORARY EQUITY AND EQUITY
Current liabilities:
Current portion of long-term debt$31,194 $42,552 
Current portion of finance lease liabilities10,572 11,370 
Current portion of operating lease liabilities19,634 19,363 
Accounts payable116,595 116,583 
Accrued expenses and other current liabilities158,362 187,050 
Contract liabilities17,177 43,694 
Total current liabilities353,534 420,612 
Long-term debt, net of current portion866,682 1,031,174 
Line of credit143,597 77,121 
Finance lease liabilities, net of current portion19,417 24,334 
Operating lease liabilities, net of current portion99,278 105,215 
Deferred income taxes134,760 135,123 
Other long-term liabilities69,949 71,076 
Total liabilities1,687,217 1,864,655 
Commitments and contingencies
Temporary equity:
Redeemable noncontrolling interests3,969 99,262 
Equity:
Common stock, $0.01 par value, 850,000,000 shares authorized, 88,517,521 shares issued and outstanding at June 30, 2024 and 1,000 shares issued and outstanding at December 31, 2023885 — 
Additional paid-in capital694,427 374,124 
Accumulated other comprehensive loss(7,606)(4,025)
Accumulated deficit(157,272)(144,108)
Total equity530,434 225,991 
Total liabilities, temporary equity and equity$2,221,620 $2,189,908 
10
Centuri Holdings, Inc. and Subsidiaries
Condensed Statements of Cash Flows
For the Fiscal Six Months Ended
June 30, 2024 and July 2, 2023
(In thousands)
(Unaudited)
Fiscal Six Months Ended
June 30, 2024July 2, 2023
Cash flows from operating activities:
Net (loss) income$(13,536)$11,422 
Adjustments to reconcile net (loss) income to net cash used in operating activities
Depreciation55,375 61,393 
Amortization of intangible assets13,329 13,337 
Amortization of debt issuance costs2,585 2,519 
Non-cash stock-based compensation expense(508)833 
Gain on sale of equipment(1,995)(1,835)
Amortization of right-of-use assets10,216 7,462 
Deferred income taxes(8,297)2,093 
Changes in assets and liabilities, net of non-cash transactions(133,580)(116,711)
Net cash used in operating activities(76,411)(19,487)
Cash flows from investing activities:
Capital expenditures(53,154)(53,752)
Proceeds from sale of property and equipment4,250 4,606 
Net cash used in investing activities(48,904)(49,146)
Cash flows from financing activities:
Proceeds from initial public offering and private placement, net of offering costs paid330,343 — 
Proceeds from line of credit borrowings237,553 179,276 
Payment of line of credit borrowings(168,361)(78,729)
Principal payments on long-term debt(177,687)(23,604)
Principal payments on finance lease liabilities(5,771)(6,074)
Redemption of redeemable noncontrolling interest(92,838)(39,894)
Other(173)(213)
Net cash provided by financing activities123,066 30,762 
Effects of foreign exchange translation(239)298 
Net decrease in cash and cash equivalents(2,488)(37,573)
Cash and cash equivalents, beginning of period33,407 63,966 
Cash and cash equivalents, end of period$30,919 $26,393 





11
v3.24.2
Document and Entity Information
Jul. 29, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 29, 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
Centuri (NYSE:CTRI)
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