CTRI 8-K
Centuri Holdings, Inc. (CTRI)
8-K
2025-11-05
For: 2025-11-05
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April 12, 2026
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 5, 2025
______________________
(Exact Name of Registrant as Specified in its Charter)
______________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-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 | ||||||||||||
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 5, 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 | ||||||||
| 104 | Cover 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 5, 2025 | By: | /s/ Gregory A. Izenstark | ||||||
Gregory A. Izenstark | ||||||||
Executive Vice President, Chief Financial Officer and duly authorized officer | ||||||||
Exhibit 99.1
PRESS RELEASE
| Contacts: | For Centuri investors, contact: | For Centuri media information, contact: | |||||||||
| Nate Tetlow | Jennifer Russo | ||||||||||
| (480) 851-8426 | (602) 781-6958 | ||||||||||
| [email protected] | [email protected] | ||||||||||
FOR IMMEDIATE RELEASE
November 5, 2025
CENTURI REPORTS THIRD QUARTER 2025 RESULTS, ACHIEVES RECORD QUARTERLY REVENUE
PHOENIX, AZ – November 5, 2025 - Centuri Holdings, Inc. (NYSE: CTRI) ("Centuri" or the "Company") today announced financial and operating results for the third quarter, ended September 28, 2025, and updated its full year 2025 outlook.
Third Quarter 2025 Financial and Other Business Highlights
Third Quarter 2025 Financial and Other Business Highlights
•Achieved company record quarterly revenue of $850.0 million, an 18.1% increase versus $720.1 million in the third quarter of 2024
•Gross Profit for the third quarter was $78.0 million, a 2.9% increase versus the same quarter last year
•Net Income (loss) attributable to common stock of $2.1 million (Diluted Earnings per Share of $0.02) versus $(3.7) million (Diluted Loss per Share of $0.04) in the third quarter of 2024
•Introduced non-GAAP measures Base Revenue, Base Gross Profit, and Base Gross Profit Margin that exclude the impact of storm restoration services and provide more relevant measures of the fundamental business performance
•Base Revenue and Base Gross Profit were $848.6 million and $77.6 million, respectively, representing increases of 25% and 28% versus the third quarter of 2024
•Adjusted Net Income of $16.7 million (Adjusted Diluted Earnings per Share of $0.19) versus $5.3 million (Adjusted Diluted Earnings per Share of $0.06) in the third quarter of 2024
•Adjusted EBITDA of $75.2 million versus $78.8 million in the third quarter of 2024
•Secured bookings of $815 million in the third quarter of 2025, delivering a book to bill of 1.8x in the first three quarters of 2025 driven by new project bid work
•Reached record high backlog of $5.9 billion, a 59% increase from year-end 2024
•Updated 2025 revenue guidance to $2.8 to $2.9 billion and Adjusted EBITDA guidance to $240 to $250 million
“We delivered strong year-over-year revenue expansion in our base operations alongside meaningful profitability improvements,” said Centuri President & CEO Christian Brown. “Our commercial achievements underscore the underlying strength of our market position, while we continue to execute improvements in operational efficiency. Our booking activity of $815 million during the quarter brought our year-to-date awards to over $3.7 billion with nearly 80% of new awards secured in the third quarter representing new opportunities. This commercial momentum, combined with our robust sales pipeline of $13 billion, including near-term MSA renewals and strategic bids of $3.0 billion, provides clear visibility into sustained growth trajectory and positions us well to achieve double-digit base revenue and base gross profit growth in 2026.”
“We're making strides in optimizing our operational foundation through our strategic fleet initiative, where we've lined up several leasing partners and remain on track to achieve our balanced capital expenditure funding mix goal over the next couple of quarters. Concurrently, our comprehensive multi-year strategic planning process is underway, focused on establishing Centuri as a top-tier standalone infrastructure services provider. This framework emphasizes sustainable earnings growth, enhanced organizational integration under our 'One Centuri' vision, and world-class resource delivery capabilities. These initiatives collectively position us to capitalize on the substantial opportunities within North America's expanding energy infrastructure landscape, and we look forward to elaborating on these various facets of our strategy in the months ahead.”
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Management Commentary
Third quarter 2025 consolidated revenue increased by $130.0 million, or 18.1%, to $850.0 million, with Gross Profit of $78.0 million compared to $75.8 million in the prior year quarter. Revenue growth was broad-based across all segments, with Canadian Gas leading at nearly 40% growth, followed by Union Electric at 25%, Non-Union Electric at 16%, and U.S. Gas at 13%. Net income (loss) attributable to common stock in the third quarter was $2.1 million compared to $(3.7) million in the prior year. Adjusted EBITDA in the third quarter was $75.2 million compared to $78.8 million in the prior year quarter.
Base Revenue, Base Gross Profit, and Base Gross Profit Margin are new non-GAAP measures that exclude the impact of storm restoration services, which are highly unpredictable. While storm restoration services remain a key capability of the Company, management believes these non-GAAP measures are more suitable disclosures for evaluating fundamental business performance and for comparison purposes. Base Revenue in the third quarter 2025 was $848.6 million versus $678.7 million in the prior year quarter, a 25% increase. Base Revenue growth was driven by expansion of crew counts and work hours under MSA across segments and a market for bid project activity that remains highly active, especially in the industrial and electrical substation infrastructure end-markets. Base Gross Profit was $77.6 million in the third quarter, a 28% increase from $60.5 million reported in the same quarter last year. Base Gross Profit Margin increased to 9.1% in the third quarter from 8.9% in the year prior, driven primarily by improved performance in the Union Electric segment and the Gas segments.
During the third quarter of 2025, Centuri secured approximately $815 million in total bookings, comprised of approximately $645 million of new customer contracts and MSA awards (79% of total) and $170 million of MSA renewals (21% of total). These bookings drove a book-to-bill ratio of 1.8x through the first three quarters of 2025, with the Company now having already significantly exceeded its full-year 2025 book-to-bill target of at least 1.1x. The Company has a current backlog of approximately $5.9 billion, compared to $5.3 billion last quarter. The increase in backlog reflects growing customer relationships and incremental expected volume of work under existing MSAs.
Centuri's Net Debt to Adjusted EBITDA Ratio was 3.8x as of September 28, 2025, which compares to 3.7x as of June 29, 2025. The leverage ratio was impacted primarily by the timing of accounts receivable collections, which is expected to normalize prior to the end of the fourth quarter. During the third quarter, Centuri successfully completed a refinancing of its existing debt arrangements. The refinancing included extending the maturity date of the Company's revolver from August 27, 2026 to July 9, 2030 and increasing its size from $400 million to $450 million, extending the Term Loan B maturity to 2032 at improved interest rates, and eliminating legacy change in control provisions to enhance financial flexibility.
The Company completed its separation from Southwest Gas Holdings on September 5, 2025, resulting in a fully independent public company, and appointed Christopher Krummel, who brings over 30 years of executive experience, as Chair of Centuri's Board of Directors.
Full Year 2025 Outlook
•Increased consolidated revenue outlook to $2.8 to 2.9 billion from $2.70 to $2.85 billion previously, driven by base business growth, which is expected to more than offset lower forecasted storm restoration services
•Revised consolidated Adjusted EBITDA outlook to $240 to 250 million from $250 to $270 million previously, consistent with lower expected storm restoration services
•Maintained net capital expenditures outlook of $75 to 90 million
Please review the third quarter earnings slides for more information related to our Full Year 2025 Outlook.
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Centuri Holdings, Inc. Supplemental Segment Data (In thousands, except percentages) (Unaudited) | ||||||||
Segment Results
Fiscal three months ended September 28, 2025 compared to the fiscal three months ended September 29, 2024
| Fiscal Three Months Ended | Change | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) | September 28, 2025 | September 29, 2024 | $ | % | |||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| U.S. Gas | $ | 412,407 | 48.5 | % | $ | 366,070 | 50.8 | % | $ | 46,337 | 12.7 | % | |||||||||||||||||||||||
| Canadian Gas | 74,153 | 8.8 | % | 53,473 | 7.5 | % | 20,680 | 38.7 | % | ||||||||||||||||||||||||||
| Union Electric | 214,499 | 25.2 | % | 171,666 | 23.8 | % | 42,833 | 25.0 | % | ||||||||||||||||||||||||||
| Non-Union Electric | 148,985 | 17.5 | % | 128,844 | 17.9 | % | 20,141 | 15.6 | % | ||||||||||||||||||||||||||
| Consolidated revenue | $ | 850,044 | 100.0 | % | $ | 720,053 | 100.0 | % | $ | 129,991 | 18.1 | % | |||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||||||||||||||
| U.S. Gas | $ | 31,650 | 7.7 | % | $ | 27,960 | 7.6 | % | $ | 3,690 | 13.2 | % | |||||||||||||||||||||||
| Canadian Gas | 16,218 | 21.9 | % | 10,969 | 20.5 | % | 5,249 | 47.9 | % | ||||||||||||||||||||||||||
| Union Electric | 19,490 | 9.1 | % | 15,427 | 9.0 | % | 4,063 | 26.3 | % | ||||||||||||||||||||||||||
| Non-Union Electric | 10,602 | 7.1 | % | 21,437 | 16.6 | % | (10,835) | (50.5 | %) | ||||||||||||||||||||||||||
| Consolidated gross profit | $ | 77,960 | 9.2 | % | $ | 75,793 | 10.5 | % | $ | 2,167 | 2.9 | % | |||||||||||||||||||||||
Fiscal nine months ended September 28, 2025 compared to the fiscal nine months ended September 29, 2024
| Fiscal Nine Months Ended | Change | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) | September 28, 2025 | September 29, 2024 | $ | % | |||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| U.S. Gas | $ | 946,935 | 44.6 | % | $ | 933,334 | 48.6 | % | $ | 13,601 | 1.5 | % | |||||||||||||||||||||||
| Canadian Gas | 169,048 | 8.0 | % | 141,118 | 7.4 | % | 27,930 | 19.8 | % | ||||||||||||||||||||||||||
| Union Electric | 572,206 | 26.9 | % | 499,728 | 26.0 | % | 72,478 | 14.5 | % | ||||||||||||||||||||||||||
| Non-Union Electric | 435,988 | 20.5 | % | 345,971 | 18.0 | % | 90,017 | 26.0 | % | ||||||||||||||||||||||||||
| Consolidated revenue | $ | 2,124,177 | 100.0 | % | $ | 1,920,151 | 100.0 | % | $ | 204,026 | 10.6 | % | |||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||||||||||||||
| U.S. Gas | $ | 43,218 | 4.6 | % | $ | 49,140 | 5.3 | % | $ | (5,922) | (12.1 | %) | |||||||||||||||||||||||
| Canadian Gas | 32,782 | 19.4 | % | 21,087 | 14.9 | % | 11,695 | 55.5 | % | ||||||||||||||||||||||||||
| Union Electric | 46,658 | 8.2 | % | 38,875 | 7.8 | % | 7,783 | 20.0 | % | ||||||||||||||||||||||||||
| Non-Union Electric | 43,431 | 10.0 | % | 40,474 | 11.7 | % | 2,957 | 7.3 | % | ||||||||||||||||||||||||||
| Consolidated gross profit | $ | 166,089 | 7.8 | % | $ | 149,576 | 7.8 | % | $ | 16,513 | 11.0 | % | |||||||||||||||||||||||
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Conference Call Information
Centuri will conduct a conference call today, Wednesday, November 5th, 2025 at 10:00 AM ET / 8:00 AM MT to discuss its third quarter 2025 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) 549-8228, or for international callers, (289) 819-1520. 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) 660-6264 in the U.S., or (289) 819-1325 internationally and entering passcode 77965 #. The replay dial-in feature will be made available one hour after the call’s conclusion and will be active for one month.
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 sustaining our growth trajectory and achieving double-digit base business revenue expansion in 2026; our ability to execute a more balanced funding mix; our ability to achieve sustainable earnings growth and enhance organization integration; our expectations around the North American energy infrastructure industry and the market for bid project activity; our estimation of the value of our sales pipeline; our expectation that we will deliver a book-to-bill ratio in excess of 1.1x in 2025; our expectation that our leverage ratio will improve year-over-year from the end of 2024 to the end of 2025; and the number ranges presented in our Full Year 2025 Outlook. A number of important risks, uncertainties and other factors affecting the business and financial results of Centuri could cause actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, capital market risks and the impact of general economic or industry conditions and those detailed from time to time in Centuri’s reports filed with the U.S. Securities and Exchange Commission, including Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024. The statements in this press release are (i) made as of the date of this press release, even if subsequently made available by Centuri on its website or otherwise, and (ii) based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Except to the extent required by applicable law, Centuri does not assume any obligation to update or revise 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. You are cautioned not to place undue reliance on these forward-looking statements.
Backlog
Backlog represents contracted revenue on existing bid agreements as well as estimates of revenue to be realized over the contractual life of existing long-term MSAs. The contractual life of an MSA is defined as the stated length of the contract including any renewal options stated in the contract that we believe our customers are reasonably certain to execute.
Book-to-bill Ratio
Book-to-bill ratio represents the ratio of total awards won in a period to total revenue recognized in the same period.
Sales Pipeline
Sales pipeline represents our current unweighted bids and opportunities tracked in our sales database.
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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, Adjusted Net Income, Adjusted Diluted Earnings per Share, Net Debt to Adjusted EBITDA Ratio, Base Revenue, Base Gross Profit, and Base Gross Profit Margin, 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. 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. We are unable to provide reconciliations for forward-looking non-GAAP metrics without unreasonable efforts due to our inability to project non-recurring expenses and events.
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, (ii) separation-related costs, (iii) strategic review costs, (iv) severance costs, (v) securitization facility transaction fees, (vi) other professional fees, and (vii) CEO transition costs. Adjusted EBITDA Margin is defined as the percentage derived from dividing Adjusted EBITDA by revenue. Management believes that EBITDA helps investors 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 EBITDA 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 ratio helps investors understand our leverage.
Adjusted Net Income is defined as net income (loss) adjusted for (i) separation-related costs, (ii) strategic review costs, (iii) severance costs, (iv) amortization of intangible assets, (v) securitization facility transaction fees, (vi) other professional fees, (vii) CEO transition costs, (viii) loss on debt modification and extinguishment, (ix) non-cash stock-based compensation, and (x) 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 Diluted Earnings per Share is defined as Adjusted Net Income divided by weighted average diluted shares outstanding.
Base Revenue is defined as revenue, net adjusted to exclude revenue and attributable to storm restoration services. Base Gross Profit is defined as gross profit adjusted to exclude gross profit attributable to storm restoration services. Base Gross Profit Margin is calculated by dividing Base Gross Profit by Base Revenue. Revenue derived from storm restoration services varies from period to period due to the unpredictable nature of weather-related events, and when this type of work is performed, it typically generates a higher profit margin than base infrastructure services projects due to higher contractual hourly rates given the nature of services provided and improved operating efficiencies related to equipment utilization and absorption of fixed costs.
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.
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As to certain of the items related to these non-GAAP metrics: (i) non-cash stock-based compensation varies from period to period due to changes in the estimated fair value of performance-based awards, forfeitures and amounts granted; (ii) separation-related costs represent expenses incurred post-Centuri IPO in connection with the separation and stand up of Centuri as its own public company, including costs incurred in association with Southwest Gas Holdings’ sale of its holdings of our common stock and costs incurred in connection with the establishment of Centuri’s Unutilized Tax Assets Settlement Agreement with Southwest Gas Holdings and under other separation-related agreements, which are not reflective of our ongoing operations and will not recur following the full separation from Southwest Gas Holdings; (iii) strategic review costs represent expenses incurred during the Centuri IPO and related costs incurred to establish Centuri as a public company leading up to the IPO; (iv) severance costs relate to non-recurring restructuring activities; (v) securitization facility transaction fees represent legal and other professional fees incurred to establish our accounts receivable securitization facility; (vi) CEO transition costs represent incremental costs incurred to find and hire a replacement CEO; (vii) other professional fees are non-recurring costs associated with certain one-time events; and (viii) loss on debt modification and extinguishment represents non-recurring professional fees expensed as part of our credit facility refinance as well as the non-cash write-off of unamortized debt issuance costs associated with debt extinguishments.
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Centuri Holdings, Inc. Reconciliation of Non-GAAP Financial Measures (In thousands unless otherwise noted) (Unaudited) | ||||||||
The most comparable GAAP financial measure and information reconciling the GAAP and non-GAAP financial measures are set forth below.
| Fiscal Three Months Ended | Fiscal Nine Months Ended | Fiscal Year Ended | |||||||||||||||||||||||||||
| (dollars in thousands) | September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | December 29, 2024 | ||||||||||||||||||||||||
| Net income (loss) | $ | 2,114 | $ | (3,617) | $ | (7,731) | $ | (17,153) | $ | (6,822) | |||||||||||||||||||
| Interest expense, net | 26,205 | 23,925 | 62,314 | 70,653 | 90,515 | ||||||||||||||||||||||||
| Income tax expense | 7,918 | 21,770 | 973 | 523 | 3,466 | ||||||||||||||||||||||||
| Depreciation expense | 27,805 | 26,546 | 82,901 | 81,921 | 108,703 | ||||||||||||||||||||||||
| Amortization of intangible assets | 6,685 | 6,662 | 20,034 | 19,991 | 26,642 | ||||||||||||||||||||||||
| EBITDA | 70,727 | 75,286 | 158,491 | 155,935 | 222,504 | ||||||||||||||||||||||||
| Non-cash stock-based compensation | 2,143 | 1,318 | 5,893 | 810 | 2,231 | ||||||||||||||||||||||||
| Separation-related costs | 2,343 | — | 5,518 | — | — | ||||||||||||||||||||||||
| Strategic review costs | — | — | — | 2,010 | 2,010 | ||||||||||||||||||||||||
| Severance costs | — | 531 | — | 7,188 | 8,028 | ||||||||||||||||||||||||
| Securitization facility transaction fees | — | 1,393 | — | 1,393 | 1,393 | ||||||||||||||||||||||||
| Other professional fees | — | — | 1,379 | — | — | ||||||||||||||||||||||||
| CEO transition costs | — | 233 | — | 233 | 2,060 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 75,213 | $ | 78,761 | $ | 171,281 | $ | 167,569 | $ | 238,226 | |||||||||||||||||||
| Adjusted EBITDA Margin (% of revenue) | 8.8 | % | 10.9 | % | 8.1 | % | 8.7 | % | 9.0 | % | |||||||||||||||||||
| Fiscal Three Months Ended | Fiscal Nine Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | |||||||||||||||||||
| Net income (loss) | $ | 2,114 | $ | (3,617) | $ | (7,731) | $ | (17,153) | |||||||||||||||
| Separation-related costs | 2,343 | — | 5,518 | — | |||||||||||||||||||
| Strategic review costs | — | — | — | 2,010 | |||||||||||||||||||
| Severance costs | — | 531 | — | 7,188 | |||||||||||||||||||
| Amortization of intangible assets | 6,685 | 6,662 | 20,034 | 19,991 | |||||||||||||||||||
| Securitization facility transaction fees | — | 1,393 | — | 1,393 | |||||||||||||||||||
| Other professional fees | — | — | 1,379 | — | |||||||||||||||||||
| CEO transition costs | — | 233 | — | 233 | |||||||||||||||||||
| Loss on debt modification and extinguishment | 8,240 | 1,726 | 8,240 | 1,726 | |||||||||||||||||||
| Non-cash stock-based compensation | 2,143 | 1,318 | 5,893 | 810 | |||||||||||||||||||
Income tax impact of adjustments(1) | (4,853) | (2,966) | (10,267) | (8,339) | |||||||||||||||||||
| Adjusted Net Income | $ | 16,672 | $ | 5,280 | $ | 23,066 | $ | 7,859 | |||||||||||||||
(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 Ended | Fiscal Nine Months Ended | ||||||||||||||||||||||
| (dollars per share) | September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | |||||||||||||||||||
| Diluted earnings (loss) per share attributable to common stock | $ | 0.02 | $ | (0.04) | $ | (0.09) | $ | (0.21) | |||||||||||||||
| Separation-related costs | 0.03 | — | 0.06 | — | |||||||||||||||||||
| Strategic review costs | — | — | — | 0.02 | |||||||||||||||||||
| Severance costs | — | 0.01 | — | 0.09 | |||||||||||||||||||
| Securitization transaction fees | — | 0.02 | — | 0.02 | |||||||||||||||||||
| Other professional fees | — | — | 0.02 | — | |||||||||||||||||||
| Loss on debt modification and extinguishment | 0.09 | 0.02 | 0.09 | 0.02 | |||||||||||||||||||
| Amortization of intangible assets | 0.08 | 0.07 | 0.23 | 0.25 | |||||||||||||||||||
| Non-cash stock-based compensation | 0.02 | 0.01 | 0.07 | 0.01 | |||||||||||||||||||
Income tax impact of adjustments | (0.05) | (0.03) | (0.12) | (0.10) | |||||||||||||||||||
| Adjusted Diluted Earnings per Share | $ | 0.19 | $ | 0.06 | $ | 0.26 | $ | 0.10 | |||||||||||||||
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.
| (dollars in thousands, except Net Debt to Adjusted EBITDA Ratio) | September 28, 2025 | June 29, 2025 | |||||||||
| Debt | |||||||||||
| Current portion of long-term debt | $ | 34,304 | $ | 28,101 | |||||||
| Current portion of finance lease liabilities | 7,359 | 7,923 | |||||||||
| Long-term debt, net of current portion | 797,621 | 718,400 | |||||||||
| Line of credit | 95,777 | 172,230 | |||||||||
| Finance lease liabilities, net of current portion | 9,551 | 11,265 | |||||||||
| Total debt | $ | 944,612 | $ | 937,919 | |||||||
| Less: Cash and cash equivalents | (16,133) | (28,332) | |||||||||
| Net debt | $ | 928,479 | $ | 909,587 | |||||||
Trailing twelve month Adjusted EBITDA (1) | $ | 241,938 | $ | 245,486 | |||||||
Net Debt to Adjusted EBITDA Ratio (2) | 3.8 | 3.7 | |||||||||
(1)To calculate Adjusted EBITDA for the last twelve months ended September 28, 2025, we aggregate the results for the fiscal year ended December 29, 2024 with the results for the fiscal nine months ended September 28, 2025 less the results for the fiscal nine months ended September 29, 2024.
(2)This Net Debt to Adjusted EBITDA Ratio may differ slightly from the net leverage ratio calculated for the purposes of the revolving credit facility.
8
Centuri Holdings, Inc. Reconciliation of Non-GAAP Financial Measures (In thousands unless otherwise noted) (Unaudited) | ||||||||
| Fiscal Three Months Ended | Fiscal Nine Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | |||||||||||||||||||
| Total revenue, net | 850,044 | 720,053 | 2,124,177 | 1,920,151 | |||||||||||||||||||
| Less: Storm restoration services revenue | (1,491) | (41,385) | (36,660) | (87,020) | |||||||||||||||||||
| Base Revenue | 848,553 | 678,668 | 2,087,517 | 1,833,131 | |||||||||||||||||||
| Fiscal Three Months Ended | Fiscal Nine Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | |||||||||||||||||||
| Gross profit | 77,960 | 75,793 | 166,089 | 149,576 | |||||||||||||||||||
| Less: Storm restoration services gross profit | (353) | (15,256) | (11,345) | (29,640) | |||||||||||||||||||
| Base Gross Profit | 77,607 | 60,537 | 154,744 | 119,936 | |||||||||||||||||||
| Base Gross Profit Margin | 9.1 | % | 8.9 | % | 7.4 | % | 6.5 | % | |||||||||||||||
9
Centuri Holdings, Inc. Condensed Consolidated Statements of Operations (In thousands, except per share information) (Unaudited) | ||||||||
| Fiscal Three Months Ended | Fiscal Nine Months Ended | ||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||
| Revenue | $ | 825,228 | $ | 692,821 | $ | 2,052,152 | $ | 1,840,960 | |||||||||||||||
| Revenue, related party - former parent | 24,816 | 27,232 | 72,025 | 79,191 | |||||||||||||||||||
| Total revenue, net | 850,044 | 720,053 | 2,124,177 | 1,920,151 | |||||||||||||||||||
| Cost of revenue (including depreciation) | 748,926 | 620,751 | 1,891,342 | 1,699,359 | |||||||||||||||||||
| Cost of revenue, related party - former parent (including depreciation) | 23,158 | 23,509 | 66,746 | 71,216 | |||||||||||||||||||
| Total cost of revenue | 772,084 | 644,260 | 1,958,088 | 1,770,575 | |||||||||||||||||||
| Gross profit | 77,960 | 75,793 | 166,089 | 149,576 | |||||||||||||||||||
| Selling, general and administrative expenses | 34,960 | 27,213 | 90,294 | 76,461 | |||||||||||||||||||
| Amortization of intangible assets | 6,685 | 6,662 | 20,034 | 19,991 | |||||||||||||||||||
| Operating income | 36,315 | 41,918 | 55,761 | 53,124 | |||||||||||||||||||
| Interest expense, net | 26,205 | 23,925 | 62,314 | 70,653 | |||||||||||||||||||
| Other expense (income), net | 78 | (160) | 205 | (899) | |||||||||||||||||||
| Income (loss) before income taxes | 10,032 | 18,153 | (6,758) | (16,630) | |||||||||||||||||||
| Income tax expense | 7,918 | 21,770 | 973 | 523 | |||||||||||||||||||
| Net income (loss) | 2,114 | (3,617) | (7,731) | (17,153) | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | 15 | 35 | 54 | (130) | |||||||||||||||||||
| Net income (loss) attributable to common stock | $ | 2,099 | $ | (3,652) | $ | (7,785) | $ | (17,023) | |||||||||||||||
| Earnings (loss) per share attributable to common stock: | |||||||||||||||||||||||
| Basic | $ | 0.02 | $ | (0.04) | $ | (0.09) | $ | (0.21) | |||||||||||||||
| Diluted | $ | 0.02 | $ | (0.04) | $ | (0.09) | $ | (0.21) | |||||||||||||||
| Shares used in computing earnings per share: | |||||||||||||||||||||||
| Weighted average basic shares outstanding | 88,649 | 88,518 | 88,585 | 81,679 | |||||||||||||||||||
| Weighted average diluted shares outstanding | 88,989 | 88,518 | 88,585 | 81,679 | |||||||||||||||||||
10
Centuri Holdings, Inc. Condensed Consolidated Balance Sheets (In thousands, except share information) (Unaudited) | ||||||||
| September 28, 2025 | December 29, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 16,133 | $ | 49,019 | |||||||
| Accounts receivable, net | 272,257 | 271,793 | |||||||||
| Accounts receivable, related party - former parent, net | 8,819 | 9,648 | |||||||||
| Contract assets | 387,665 | 235,546 | |||||||||
| Contract assets, related party - former parent | 2,378 | 2,623 | |||||||||
| Prepaid expenses and other current assets | 53,244 | 32,755 | |||||||||
| Total current assets | 740,496 | 601,384 | |||||||||
| Property and equipment, net | 494,843 | 511,314 | |||||||||
| Intangible assets, net | 321,492 | 340,901 | |||||||||
| Goodwill, net | 371,203 | 368,302 | |||||||||
| Right-of-use assets under finance leases | 26,054 | 33,790 | |||||||||
| Right-of-use assets under operating leases | 106,520 | 104,139 | |||||||||
| Other assets | 116,724 | 114,560 | |||||||||
| Total assets | $ | 2,177,332 | $ | 2,074,390 | |||||||
| LIABILITIES, TEMPORARY EQUITY AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | 34,304 | $ | 30,018 | |||||||
| Current portion of finance lease liabilities | 7,359 | 9,331 | |||||||||
| Current portion of operating lease liabilities | 20,570 | 18,695 | |||||||||
| Accounts payable | 146,620 | 125,726 | |||||||||
| Accrued expenses and other current liabilities | 201,269 | 173,584 | |||||||||
| Contract liabilities | 32,057 | 24,975 | |||||||||
| Total current liabilities | 442,179 | 382,329 | |||||||||
| Long-term debt, net of current portion | 797,621 | 730,330 | |||||||||
| Line of credit | 95,777 | 113,533 | |||||||||
| Finance lease liabilities, net of current portion | 9,551 | 15,009 | |||||||||
| Operating lease liabilities, net of current portion | 92,539 | 91,739 | |||||||||
| Deferred income taxes | 72,552 | 115,114 | |||||||||
| Other long-term liabilities | 77,054 | 66,115 | |||||||||
| Total liabilities | 1,587,273 | 1,514,169 | |||||||||
| Temporary equity: | |||||||||||
| Redeemable noncontrolling interests | 4,891 | 4,669 | |||||||||
| Equity: | |||||||||||
Common stock, $0.01 par value, 850,000,000 shares authorized, 88,649,154 and 88,517,521 shares issued and outstanding at September 28, 2025 and December 29, 2024, respectively. | 886 | 885 | |||||||||
| Additional paid-in capital | 752,413 | 718,598 | |||||||||
| Accumulated other comprehensive loss | (9,549) | (13,209) | |||||||||
| Accumulated deficit | (158,582) | (150,722) | |||||||||
| Total equity | 585,168 | 555,552 | |||||||||
| Total liabilities, temporary equity and equity | $ | 2,177,332 | $ | 2,074,390 | |||||||
11
Centuri Holdings, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) | ||||||||
| Fiscal Nine Months Ended | |||||||||||
| September 28, 2025 | September 29, 2024 | ||||||||||
| Net cash (used in) provided by operating activities | $ | (5,769) | $ | 97,232 | |||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (68,738) | (66,093) | |||||||||
| Proceeds from sale of property and equipment | 4,577 | 6,802 | |||||||||
| Net cash used in investing activities | (64,161) | (59,291) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from initial public offering and private placement, net of offering costs paid | — | 327,967 | |||||||||
| Proceeds from line of credit borrowings | 142,008 | 280,408 | |||||||||
| Payment of line of credit borrowings | (162,309) | (239,704) | |||||||||
| Proceeds from long-term debt borrowings, net | 242,936 | — | |||||||||
| Principal payments on long-term debt | (174,085) | (285,807) | |||||||||
| Principal payments on finance lease liabilities | (7,452) | (8,574) | |||||||||
| Redemption of redeemable noncontrolling interest | — | (92,839) | |||||||||
| Payment of debt issuance costs | (3,214) | — | |||||||||
| Other | (931) | (198) | |||||||||
| Net cash provided by (used in) financing activities | 36,953 | (18,747) | |||||||||
| Effects of foreign exchange translation | 91 | (142) | |||||||||
| Net (decrease) increase in cash and cash equivalents | (32,886) | 19,052 | |||||||||
| Cash and cash equivalents, beginning of period | 49,019 | 33,407 | |||||||||
| Cash and cash equivalents, end of period | $ | 16,133 | $ | 52,459 | |||||||
12