Centuri Holdings, Inc 10-Q for FY2025 Q3
Centuri Holdings, Inc. (CTRI)
10-Q
2025-11-05
For: 2025-09-28
View Original
Added on
April 12, 2026
About this 10-Q
Centuri Holdings, Inc filed this 10-Q on November 5, 2025, covering the quarter ended September 28, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 28, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $850.04M
- up 18.1% from $720.05M a year earlier
- Net income
- $2.1M
- compared with a net loss of $3.65M a year earlier
- Diluted EPS
- $0.02
- compared with -$0.04 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-Q
_________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 28, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ___ to ___
Commission File Number 001-42022
_________________________
(Exact name of registrant as specified in its charter)
_________________________
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
| x | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
As of November 3, 2025, the number of outstanding shares of Common Stock of the Registrant was 88,649,154 .
| Page | |||||
Item 1. Financial Statements (Unaudited) | |||||
3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including, without limitation, statements regarding our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation and the economy, generally. Terminology such as “believe,” “anticipate,” “will,” “should,” “could,” “intend,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast,” “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.
Specific forward-looking statements in this Quarterly Report on Form 10-Q include:
•Our belief that our cash and cash equivalents are managed by high credit quality financial institutions;
•Our belief that our capital resources, including existing cash balances, together with our operating cash flows and borrowings under our credit facilities, are sufficient to meet our financial obligations for the next 12 months and the foreseeable future;
•Our belief that the trends listed in “Factors Affecting our Results of Operations” in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations represent a significant challenge for utilities, but also an opportunity for outsourced utility infrastructure services companies to build and maintain more efficient, sustainable infrastructure that can meet the energy needs of future generations;
•Our belief that we have taken steps to secure delivery of a sufficient amount of equipment and do not anticipate any significant disruptions with respect to our fleet in the near-term;
•Our belief that we are well-positioned to serve the increased demand resulting from system integrity management programs to enhance safety pursuant to federal and state mandates;
•Our belief that we are well-positioned to support growing customer attention in achieving environmental objectives through infrastructure construction and maintenance;
•Our belief that we will continue to renegotiate some of our major contracts to address the increased costs of future work;
•Our belief that any liabilities resulting from any known legal matters, including the City of Chicago matter described in “Note 14 — Commitments and Contingencies — Legal Proceedings,” will not have a material effect on our financial position, results of operations or cash flows;
•Our expectation that we will continue to incur capital expenditures to meet anticipated needs for our services;
•Our belief that the responsibility under a guarantee could exceed the amount recoverable from the subsidiary alone and could materially and adversely affect our consolidated financial condition, results of operations and cash flows;
•Our belief that the timing of the recognition of remaining performance obligations of fixed-price contracts is largely within the control of the customer, including when the necessary equipment and materials required to complete the work will be provided by the customer;
•Our belief that fuel, labor and material costs could rise in the future resulting in a negative effect on our results of operations or that fluctuations in the price or availability of materials and equipment could impact costs to complete projects or result in the postponement of projects;
•Our belief that rising interest rates on our variable-rate debt could have a negative effect on our business, financial condition and results of operations;
•Our belief that the impacts of tariffs will not be material to our results of operations;
•Our belief that projects included in backlog can be subject to delays or cancellation as a result of regulatory requirements, adverse weather conditions, customer requirements and other factors that could cause actual revenue to differ significantly from the estimates, or cause revenue to be realized in periods other than originally expected; and
•Our belief that margins on a new MSA are expected to improve as crews reach full utilization..
4
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results may differ materially as a result of a number of factors, including, among other things:
•Customer project scheduling and duration;
•Weather, including the occurrence of major storms, and general economic conditions;
•Results of bid work, differences between actual and anticipated outcomes of bid or other fixed-price construction agreements;
•Outcomes from contract and change order negotiations;
•Our ability to successfully procure new work and impacts from work awarded or failing to be awarded work from significant customers, the mix of work awarded, and the amount of work awarded to us following work stoppages or reduction;
•The results of productivity inefficiencies from regulatory requirements, customer supply chain challenges, or otherwise, delays in commissioning individual projects, the ability of management to successfully finance, close on and assimilate any acquired businesses, and changes in our mix of customers, projects, contracts and business;
•Regional or national and/or general economic conditions and demand for our services;
•Price, volatility, and expectations of future prices of natural gas and electricity;
•Increases in the costs to perform services caused by changing conditions;
•The termination, or expiration of existing agreements or contracts;
•Decisions of our customers as to whether to pursue capital projects due to economic impacts resulting from a pandemic or otherwise;
•The budgetary spending patterns of customers;
•Inflation and other increases in construction costs that we may be unable to pass through to our customers;
•Cost or schedule overruns on fixed-price contracts;
•Availability of qualified labor for specific projects;
•The need and availability of letters of credit, payment and performance bonds, or other security;
•Costs we incur to support growth, whether organic or through acquisitions;
•The timing and volume of work under contract;
•Losses experienced in our operations;
•The results of the review of prior period accounting on certain projects and the impact of adjustments to accounting estimates;
•Developments in governmental investigations and/or inquiries;
•Intense competition in the industries in which we operate;
•Existing or future litigation or regulatory proceedings, dispute resolution proceedings or claims, including claims for additional costs;
•Failure of our partners, suppliers or subcontractors to perform their obligations;
•Cybersecurity breaches;
•Failure to maintain safe worksites;
•Risks or uncertainties associated with events outside of our control, including severe weather conditions, public health crises and pandemics, political crises or other catastrophic events, such as the conflicts in the Middle East and the ongoing war in Ukraine;
•The impact of changes to federal policies, including those with respect to taxes, trade policies and tariffs, that affect U.S. relations with the rest of the world;
•Adverse developments affecting specific financial institutions or the broader financial services industry, including liquidity shortages or bank failures;
•Client delays or defaults in making payments;
•The cost and availability of credit and restrictions imposed by our debt agreements;
•The impact of credit rating actions and conditions in the capital markets on financing costs;
•Changes in construction expenditures and financing;
•Levels of or changes in operations and maintenance expenses;
•Our ability to continue to remain within the ratios and other limits in our debt covenants;
•Failure to implement strategic and operational initiatives;
•Risks or uncertainties associated with acquisitions, dispositions and investments;
•Possible information technology interruptions or inability to protect intellectual property;
•Our failure, or the failure of our agents or partners, to comply with laws;
•Our ability to secure appropriate insurance, licenses or permits;
•New or changing legal requirements, including those relating to environmental, health, licensing and safety matters;
•The loss of one or more clients that account for a significant portion of our revenue; and
•Asset impairments.
5
Forward-looking statements are 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. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, the risks and uncertainties detailed from time to time in our reports filed with the Securities and Exchange Commission (the “SEC”), including Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024. 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.
Investors should note that we announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, we may use the Investor Relations section of our website to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. The information on our website is not part of, and is not incorporated to, this Quarterly Report on Form 10-Q.
6
Part I - Financial Information
Item 1. Financial Statements
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 | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Accounts receivable, related party - former parent, net | |||||||||||
| Contract assets | |||||||||||
| Contract assets, related party - former parent | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill, net | |||||||||||
| Right-of-use assets under finance leases | |||||||||||
| Right-of-use assets under operating leases | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES, TEMPORARY EQUITY AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Current portion of finance lease liabilities | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Contract liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net of current portion | |||||||||||
| Line of credit | |||||||||||
| Finance lease liabilities, net of current portion | |||||||||||
| Operating lease liabilities, net of current portion | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 14) | |||||||||||
| Temporary equity: | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total equity | |||||||||||
| Total liabilities, temporary equity and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
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 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Revenue, related party - former parent | |||||||||||||||||||||||||||||
| Total revenue, net | |||||||||||||||||||||||||||||
| Cost of revenue (including depreciation) | |||||||||||||||||||||||||||||
| Cost of revenue, related party - former parent (including depreciation) | |||||||||||||||||||||||||||||
| Total cost of revenue | |||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Other expense (income), net | ( | ( | |||||||||||||||||||||||||||
| Income (loss) before income taxes | ( | ( | |||||||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||||||||
| Net income (loss) | ( | ( | ( | ||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ||||||||||||||||||||||||||||
| Net income (loss) attributable to common stock | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||
| Earnings (loss) per share attributable to common stock: | |||||||||||||||||||||||||||||
| Basic | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||
| Diluted | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||
| Shares used in computing earnings per share: | |||||||||||||||||||||||||||||
| Weighted average basic shares outstanding | |||||||||||||||||||||||||||||
| Weighted average diluted shares outstanding | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Centuri Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(Unaudited)
| Fiscal Three Months Ended | Fiscal Nine Months Ended | ||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax | ( | ( | |||||||||||||||||||||||||||
| Comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||||||||
| Comprehensive income (loss) attributable to noncontrolling interests | ( | ||||||||||||||||||||||||||||
| Total comprehensive loss attributable to common stock | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
Centuri Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Fiscal Nine Months Ended | |||||||||||||||||
| September 28, 2025 | September 29, 2024 | ||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||
| Amortization of debt issuance costs | |||||||||||||||||
| Non-cash loss on debt extinguishment | |||||||||||||||||
| Non-cash stock-based compensation expense | |||||||||||||||||
| Gain on sale of equipment | ( | ( | |||||||||||||||
| Amortization of right-of-use assets | |||||||||||||||||
| Deferred income taxes | ( | ( | |||||||||||||||
| Other non-cash items | |||||||||||||||||
| Changes in assets and liabilities, net of non-cash transactions | ( | ||||||||||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Capital expenditures | ( | ( | |||||||||||||||
| Proceeds from sale of property and equipment | |||||||||||||||||
| Net cash used in investing activities | ( | ( | |||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Proceeds from initial public offering and private placement, net of offering costs paid | |||||||||||||||||
| Proceeds from line of credit borrowings | |||||||||||||||||
| Payment of line of credit borrowings | ( | ( | |||||||||||||||
| Proceeds from long-term debt borrowings, net | |||||||||||||||||
| Principal payments on long-term debt | ( | ( | |||||||||||||||
| Principal payments on finance lease liabilities | ( | ( | |||||||||||||||
| Redemption of redeemable noncontrolling interest | ( | ||||||||||||||||
| Payment of debt issuance costs | ( | ||||||||||||||||
| Other | ( | ( | |||||||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||||||||
| Effects of foreign exchange translation | ( | ||||||||||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ||||||||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
10
Centuri Holdings, Inc.
Condensed Consolidated Statements of Changes in Equity
(In thousands, except share information)
(Unaudited)
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Equity | Temporary Equity: Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation activity | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||
| Purchase of noncontrolling interest | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Separate return method tax adjustment | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||
| Noncontrolling interest revaluation | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation activity | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||
| Issuance of shares as part of reorganization | ( | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of shares in initial public offering and private placement, net of offering costs | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Separate return method tax adjustment | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||
| Noncontrolling interest revaluation | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Stock-based compensation activity | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Separate return method tax adjustment | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||
| Noncontrolling interest revaluation | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Balances at September 29, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
11
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Equity | Temporary Equity: Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balances at December 29, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Stock-based compensation activity | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Separate return method tax adjustment | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||
| Balances at March 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation activity | — | ( | — | ||||||||||||||||||||||||||||||||||||||
| Equity contribution - tax attributes | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Separate return method tax adjustment | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||
| Balances at June 29, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation activity | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||
| Equity contribution - tax attributes | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||
| Separate return method tax adjustment | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||
| Noncontrolling interest revaluation | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Balances at September 28, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
12
Centuri Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
1.Description of Business
Organization Structure
Centuri Holdings, Inc. (“Holdings” and, collectively with the Operating Company (as defined below) and its consolidated subsidiaries, the “Company” or “Centuri”) was formed as a Delaware corporation in June 2023. Holdings was formed for the purpose of completing an initial public offering and facilitating the separation of Centuri Group, Inc. (the “Operating Company”) from Southwest Gas Holdings, Inc. (“Southwest Gas Holdings”) in order to carry on the business of the Operating Company. On April 13, 2024, Holdings issued 71,664,592 shares of common stock to Southwest Gas Holdings as consideration for the transfer of assets and assumption of liabilities of the Operating Company (“the Separation”). Following the completion of the Separation, the Operating Company became a wholly owned subsidiary of Holdings, and all of Holdings’ operations are conducted through the Operating Company. The Operating Company is considered to be Holdings’ predecessor for accounting purposes.
Description of Operations
The Company is a North American utility infrastructure services company, and it partners with regulated utilities to maintain, upgrade and expand the energy network that powers millions of homes and businesses. The Company’s service offerings primarily consist of the modernization of utility infrastructure through the replacement, maintenance, retrofitting and installation of electric and natural gas distribution and utility-scale transmission networks, building capacity to meet current and future demands. The Company operates through a family of complementary companies working together across different geographies to establish solid customer relationships and a strong reputation for a wide range of capabilities.
Initial Public Offering and Secondary Offerings
On April 17, 2024, the registration statement related to the initial public offering of Holdings’ common stock was declared effective, and Holdings’ common stock began trading on the New York Stock Exchange (“NYSE”) under the ticker “CTRI” (the “Centuri IPO”) on April 18, 2024. On April 22, 2024, the Centuri IPO and a concurrent private placement were completed with total final net proceeds of $327.7 million. As of the closing of the Centuri IPO, Southwest Gas Holdings owned 71,665,592 shares of Holdings’ common stock (“CTRI shares”), or approximately 81 % of total outstanding CTRI shares.
Subsequent to the Centuri IPO, Southwest Gas Holdings divested all of its remaining ownership interest in the Company through the course of several transactions described in more detail below. The Company did not receive any proceeds from any of these transactions.
On May 22, 2025 and June 18, 2025, Southwest Gas Holdings completed secondary public offerings, selling a total of 21,562,500 CTRI shares, with additional private placements closing on May 22, 2025 and July 8, 2025, in which Southwest Gas Holdings sold a total of 3,917,382 CTRI shares to Icahn Partners LP and Icahn Partners Master Fund LP, investment entities associated with Carl C. Icahn (“Icahn Partners”). After these transactions, Southwest Gas Holdings owned 46,185,710 CTRI shares, or approximately 52 % of total outstanding CTRI shares.
On August 11, 2025, Southwest Gas Holdings completed another secondary public offering of 17,250,000 CTRI shares and concurrent private placement to Icahn Partners of 1,573,500 CTRI shares (together, the “August sell-down”). After completion of the August sell-down, Southwest Gas Holdings owned 27,362,210 CTRI shares, or approximately 31 % of total outstanding CTRI shares, resulting in (i) the loss of its controlling interest in the Company and (ii) the
Company ceasing to be a “controlled company” under the NYSE rules.
On September 5, 2025, Southwest Gas Holdings completed a final secondary public offering (the “Final Disposition”) of its remaining 27,362,210 CTRI shares. As a result, Southwest Gas Holdings no longer holds any ownership interest in the Company and relinquished governance rights originally afforded to it under the Separation Agreement, including the right to nominate any members of the Company’s Board of Directors (the “Board”) and to approve certain of the
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Company’s corporate actions. For additional information about the Separation Agreement and other agreements signed as part of the Separation and Centuri IPO, refer to “Note 13 — Related Parties.”
2.Basis of Presentation and Recent Accounting Pronouncements
Interim Condensed Consolidated Financial Information
The unaudited condensed consolidated financial statements and footnotes were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete annual financial statements. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with GAAP, have been condensed or omitted pursuant to those rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations, comprehensive income and cash flows with respect to the interim condensed consolidated financial statements have been included. The results of operations and comprehensive income for the interim periods are not necessarily indicative of the results for the entire fiscal year. The results of the Company have historically been subject to significant seasonal fluctuations.
The Company uses a 52/53-week fiscal year that ends on the Sunday closest to the end of the calendar year. Unless otherwise stated, references to months, quarters and years in the Company’s condensed consolidated financial statements relate to fiscal months, quarters and years rather than calendar months, quarters and years. The fiscal nine-month periods ended September 28, 2025 and September 29, 2024 each had 39 weeks, and the third fiscal quarters of 2025 and 2024 each had 13 weeks.
Revisions
On the condensed consolidated statements of changes in equity, the caption titled “Distribution to related party - parent” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024 was renamed “Separate return method tax adjustment” to differentiate these adjustments to additional paid-in capital from the contribution of deferred tax assets by Southwest Gas Holdings as part of tax deconsolidation (discussed further in “Note 11 — Income Taxes”).
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The update enhances income tax disclosure requirements. This update is effective beginning with the Company’s 2025 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this update will have on its disclosures.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The update enhances the level of detail available related to reporting about expenses. This update will be effective for the Company beginning with the annual reporting for the fiscal year ending 2027. The Company is currently evaluating the impact the rules will have on its disclosures.
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3.Revenue and Related Balance Sheet Accounts
The following table presents the Company’s revenue from contracts with customers disaggregated by contract type (in thousands):
| Fiscal Three Months Ended | Fiscal Nine Months Ended | ||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||||||||
| Contract Type: | |||||||||||||||||||||||||||||
| Master services agreements | $ | $ | $ | $ | |||||||||||||||||||||||||
| Bid contracts | |||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
| Unit-price contracts | $ | $ | $ | $ | |||||||||||||||||||||||||
| Time and materials contracts | |||||||||||||||||||||||||||||
| Fixed-price contracts | |||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
Contract assets and liabilities consisted of the following (in thousands):
| September 28, 2025 | December 29, 2024 | ||||||||||||||||
| Current contract assets | $ | $ | |||||||||||||||
| Non-current contract assets | |||||||||||||||||
| Contract assets, total | |||||||||||||||||
| Contract liabilities | ( | ( | |||||||||||||||
| Net contract assets | $ | $ | |||||||||||||||
Contract assets primarily consist of revenue earned on contracts in progress in excess of billings, which relates to the Company’s rights to consideration for work completed but not billed and/or approved at the reporting date as well as contract retention balances. Contract assets that are not expected to be invoiced and collected within a year of the financial statement date (“Non-current contract assets”) are included in other assets on the condensed consolidated balance sheets. Revenue earned on contracts in progress in excess of billings are transferred to accounts receivable when the rights become unconditional.
As of September 28, 2025 and December 29, 2024, the Company had recorded approximately $43.3 million and $24.8 million, respectively, in contract assets related to net recovery claims and unapproved change orders. Claims and unapproved change orders occur when there is a dispute regarding a change in the scope of work and associated price for work already performed, and/or when the Company otherwise performs work above the scope of the initial contract without a formally executed change order. The Company records estimated claims and unapproved change orders as variable consideration based on the most likely amount it expects to receive, and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty with the variable consideration is resolved.
Total contract assets increased $156.8 million during the fiscal nine months ended September 28, 2025 due primarily to increased revenue and the timing of billings, which is based on the achievement of certain milestones. Contract assets are recoverable from the Company’s customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. In addition, many of the Company’s time and materials (“T&M”) contract arrangements are billed in arrears pursuant to contract terms that are standard within the industry, resulting in revenue earned on contracts in progress in excess of billings and/or unbilled receivables being recorded as revenue is recognized in advance of billings. The lag in billing due to the aforementioned contractual provisions may create circumstances in which material changes to a customer’s business, cash flows or financial condition, which may be impacted by negative economic or market conditions, could affect the Company’s ability to bill and subsequently collect amounts due. These changes may result in the need to record an estimate of the amount of loss from uncollectible receivables.
Contract liabilities primarily consist of amounts billed in excess of revenue earned related to the advance consideration received from customers for which work has not yet been completed. The increase in the contract liability balance of $7.1 million from December 29, 2024 to September 28, 2025 was due to additional payments received in advance of work
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completed, net of approximately $19.7 million of revenue recognized that was included in the balance as of December 29, 2024.
The Company considers retention and unbilled amounts to customers to be conditional contract assets, as payment is contingent on the occurrence of a future event. Accounts receivable, net, includes only amounts that are unconditional in nature, which means only the passage of time remains and the Company has invoiced the customer. Similarly, contract liabilities include amounts billed in excess of revenue earned on contracts in progress related to fixed-price, unit-price and T&M contracts. In the event contract assets or contract liabilities are expected to be recognized more than one year from the financial statement date, the Company classifies those amounts as long-term contract assets or contract liabilities, included in other assets or other long-term liabilities, respectively, on the condensed consolidated balance sheets. Similarly, accounts receivable balances expected to be collected beyond one year are recorded as long-term within other assets.
For contracts where payment is expected to be collected less than one year from when services are performed (as determined at contract inception), the Company uses the practical expedient and does not consider the time value of money. For contracts with an original duration of one year or less, the Company has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or the related timing of revenue recognition.
As of September 28, 2025, the Company had 47 fixed-price contracts with an original duration of more than one year. The aggregate amount of the transaction price allocated to the unsatisfied performance obligations of these contracts as of September 28, 2025 was $321.0 million. The Company expects to recognize the remaining performance obligations of these contracts over approximately the next 2.5 years; however, the timing of that recognition is largely within the control of the customer, including when the necessary equipment and materials required to complete the work will be provided by the customer.
Accounts receivable, net consisted of the following (in thousands):
| September 28, 2025 | December 29, 2024 | ||||||||||
| Billed on completed contracts and contracts in progress | $ | $ | |||||||||
| Other receivables | |||||||||||
| Accounts receivable, gross | |||||||||||
| Allowance for doubtful accounts | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
4.Segment Information
The Company reports its results under four reportable segments: (i) U.S. Gas Utility Services (“U.S. Gas”); (ii) Canadian Gas Utility Services (“Canadian Gas”); (iii) Union Electric Utility Services (“Union Electric”); and (iv) Non-Union Electric Utility Services (“Non-Union Electric”).
The Company’s president and chief executive officer serves as the Company's chief operating decision maker (the "CODM"). The Company’s reportable segments are established in consideration of differences in services, geographic areas and workforce composition (union vs. non-union). The Company has not aggregated any operating segments into reportable segments. The CODM reviews short-term and long-term trends and budget-to-actual variances in gross profit to assess performance across the different segments in determining where to allocate resources.
U.S. Gas
U.S. Gas provides comprehensive services, including maintenance, replacement, repair and installation for local natural gas distribution utilities (“LDCs”) focused on the modernization of customers’ infrastructure throughout the U.S. The work performed within this segment includes solutions for all stages of utility work and is performed primarily within the distribution, utility-scale transmission and end-user infrastructure, rather than large-scale, project-based, cross-country transmission. In addition, U.S. Gas performs other underground services, including water and fiber, and has an in-house fabrication shop providing pipe and component assembly. The Company is able to cater to the needs of its gas utility services and energy customers by serving union and non-union markets.
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Canadian Gas
Canadian Gas provides comprehensive services, including maintenance, replacement, repair and installation for LDCs focused on the modernization of customers’ infrastructure in Canada. The work performed within this segment includes solutions for all stages of utility work and is performed primarily within the distribution, urban transmission and end-user infrastructure, rather than large-scale, project-based, cross-country transmission. Canadian Gas only serves union markets.
Union Electric
Union Electric provides a comprehensive set of electric utility services encompassing maintenance, replacement, repair, upgrade and expansion services for urban transmission and local distribution infrastructure within union markets. The work performed within this segment is focused primarily on recurring local distribution and urban transmission services under master services agreements (“MSAs”), as opposed to large-scale, project-based, cross-country transmission, and services are primarily focused on infrastructure between the substation and end-user meter. In addition to core electric utility infrastructure, this segment provides heavy industrial work, including civil, mechanical, electrical, and fabrication (component assembly) services.
Non-Union Electric
Non-Union Electric provides a comprehensive set of electric utility services encompassing maintenance, replacement, repair, upgrade and expansion services for urban transmission and local distribution infrastructure within non-union markets. The work performed within this segment is focused almost exclusively on recurring local distribution and urban transmission services under MSAs as opposed to large-scale, project-based, cross-country transmission, and services are primarily focused on infrastructure between the substation and end-user meter.
Other
Other consists of any corporate and non-allocated transactions.
Revenue and gross profit by segment were as follows (in thousands):
| Fiscal Three Months Ended | Fiscal Nine Months Ended | ||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||
| U.S. Gas | $ | $ | $ | $ | |||||||||||||||||||||||||
| Canadian Gas | |||||||||||||||||||||||||||||
| Union Electric | |||||||||||||||||||||||||||||
| Non-Union Electric | |||||||||||||||||||||||||||||
| Consolidated revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||||||||
| U.S. Gas | $ | $ | $ | $ | |||||||||||||||||||||||||
| Canadian Gas | |||||||||||||||||||||||||||||
| Union Electric | |||||||||||||||||||||||||||||
| Non-Union Electric | |||||||||||||||||||||||||||||
| Consolidated gross profit | $ | $ | $ | $ | |||||||||||||||||||||||||
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Gross profit represents the difference between revenue and cost of revenue. Cost of revenue is a significant expense that is regularly reported to the CODM by segment. Cost of revenue by segment was as follows (in thousands):
| Fiscal Three Months Ended | Fiscal Nine Months Ended | ||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||||||||
| U.S. Gas | $ | $ | $ | $ | |||||||||||||||||||||||||
| Canadian Gas | |||||||||||||||||||||||||||||
| Union Electric | |||||||||||||||||||||||||||||
| Non-Union Electric | |||||||||||||||||||||||||||||
| Consolidated cost of revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
Depreciation expense, included in cost of revenue, by segment was as follows (in thousands):
| Fiscal Three Months Ended | Fiscal Nine Months Ended | ||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||||||||
| U.S. Gas | $ | $ | $ | $ | |||||||||||||||||||||||||
| Canadian Gas | |||||||||||||||||||||||||||||
| Union Electric | |||||||||||||||||||||||||||||
| Non-Union Electric | |||||||||||||||||||||||||||||
Consolidated depreciation expense (1) | $ | $ | $ | $ | |||||||||||||||||||||||||
(1)Depreciation expense within selling, general and administrative expense was excluded from the table above as it is not produced or utilized by management to evaluate segment performance.
Separate measures of the Company’s assets and cash flows, with the exception of capital expenditures, are not produced or utilized by the CODM to evaluate segment performance, as defined by ASC 280.
Capital expenditures by segment were as follows (in thousands):
| Fiscal Three Months Ended | Fiscal Nine Months Ended | ||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||||||||
| U.S. Gas | $ | $ | $ | $ | |||||||||||||||||||||||||
| Canadian Gas | |||||||||||||||||||||||||||||
| Union Electric | |||||||||||||||||||||||||||||
| Non-Union Electric | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Consolidated capital expenditures | $ | $ | $ | $ | |||||||||||||||||||||||||
Foreign Operations
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5.Per Share Information
The amounts used to compute basic and diluted earnings (loss) per share attributable to common stock consisted of the following (in thousands):
| Fiscal Three Months Ended | Fiscal Nine Months Ended | ||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||||||||
| Amounts attributable to common stock: | |||||||||||||||||||||||||||||
| Net income (loss) attributable to common stock | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||
| Weighted average shares: | |||||||||||||||||||||||||||||
| Weighted average shares outstanding for basic earnings per share attributable to common stock | |||||||||||||||||||||||||||||
| Weighted average dilutive securities | |||||||||||||||||||||||||||||
| Weighted average shares outstanding for diluted earnings per share attributable to common stock | |||||||||||||||||||||||||||||
6.Accounts Receivable Securitization Facility
In September 2024, the Company entered into a three-year accounts receivable securitization facility for an aggregate amount of up to $125.0 million (the “Securitization Facility”), with PNC Bank, National Association (“PNC"), to enhance the Company's financial flexibility by providing additional liquidity.
Under the Securitization Facility, certain designated subsidiaries of the Company may sell or contribute their accounts receivable and contract assets generated in the ordinary course of their businesses and certain related assets to an indirect wholly owned bankruptcy-remote Special Purpose Entity (“SPE”) of the Company created specifically for this purpose. The SPE is a variable interest entity, and the Company is the primary beneficiary and therefore consolidates the SPE. The SPE transfers ownership and control of accounts receivable to PNC for payments as set forth in the agreement. The Company accounts for accounts receivable sold to the banking counterparty as a sale of financial assets and has derecognized the accounts receivable from the condensed consolidated balance sheet for the current period.
The total outstanding balance of accounts receivable that had been sold and derecognized was $125.0 million as of September 28, 2025. The Company had no
Additionally, the SPE owned accounts receivable and contract assets of $67.5 million and $135.8 million, respectively, as of September 28, 2025 and $45.2 million and $78.3 million, respectively, as of December 29, 2024 which were not sold to PNC. These balances are primarily included in accounts receivable, net and contract assets (and the accompanying related party captions) in the Company’s condensed consolidated balance sheet, with certain non-current balances being included in other assets.
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7.Goodwill
Changes in the carrying amount of goodwill of each of the Company’s reportable segments were as follows (in thousands):
U.S. Gas | Canadian Gas(1) | Union Electric (2) | Non-Union Electric | Total | |||||||||||||||||||||||||
| Balances as of December 29, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Effect of exchange rate changes | |||||||||||||||||||||||||||||
| Balances as of September 28, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1)Net of accumulated impairment of $10.8
(2)Net of accumulated impairment of $391.1
8.Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| September 28, 2025 | December 29, 2024 | ||||||||||
| Accrued compensation | $ | $ | |||||||||
| Other accrued expenses | |||||||||||
| Accrued insurance | |||||||||||
| Book overdrafts | |||||||||||
| Accrued expenses and other current liabilities | $ | $ | |||||||||
9.Long-Term Debt
Long-term debt, including outstanding amounts on the Company’s line of credit, consisted of the following (in thousands):
| September 28, 2025 | December 29, 2024 | ||||||||||||||||||||||
| Carrying Amount | Fair Value (1) | Carrying Amount | Fair Value (1) | ||||||||||||||||||||
| Borrowings under revolving line of credit | $ | $ | $ | $ | |||||||||||||||||||
| Term loans under loan facility | |||||||||||||||||||||||
| Total loan facility | |||||||||||||||||||||||
| Equipment loans: | |||||||||||||||||||||||
| Total long-term debt | $ | $ | $ | $ | |||||||||||||||||||
| Current portion of long-term debt | ( | ( | |||||||||||||||||||||
| Unamortized discount and debt issuance costs | ( | ( | |||||||||||||||||||||
| Long-term debt, net of current portion | $ | $ | |||||||||||||||||||||
(1)Fair values as of September 28, 2025 and December 29, 2024 were determined using the Company’s credit rating.
On August 27, 2021, the Company entered into an amended and restated credit agreement. The agreement provided for a $1.145 billion secured term loan facility, at a discount of 1.00 %, and a $400 million secured revolving credit facility. On July 9, 2025, the Company signed the sixth amendment to its amended and restated credit agreement to refinance and replace in full the existing term loan facility with an $800 million term loan facility, $93.6 million of which is comprised of new term loans used to refinance existing indebtedness and $706.4 million of which was used to refinance existing term loans. This amendment also increased the maximum principal amount of the senior secured revolving credit facility from $400 million to $450 million. This multi-currency facility allows the Company to request loan advances in either Canadian
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dollars or U.S. dollars. Amounts borrowed and repaid under the revolving line of credit portion of the facility are available to be re-borrowed.
As a result of the refinance, the Company’s term loan facility, previously set to mature on August 27, 2028, is now set to mature on July 9, 2032, and the revolving credit facility, previously set to mature on August 27, 2026, is now set to mature on July 9, 2030. The term loan facility, which previously did not have any principal payments due aside from a balloon payment at maturity, now requires quarterly principal payments of $2.0 million with the remainder paid in a balloon payment at maturity.
The Company evaluated whether modification or extinguishment accounting should be applied on a lender-by-lender basis in association with the refinance. The results of this analysis are summarized below:
•Term loan facility: $1.9 million in unamortized debt issuance costs were written-off related to debt extinguishments, and $6.0 million in third-party fees related to debt modifications were expensed. These $7.9 million in costs were recorded within interest expense, net on the statement of operations. A total of $3.7 million in new lender and third-party costs incurred in the refinance were capitalized as a reduction in long-term debt and will be amortized over the life of the term loan facility.
•Revolving credit facility: $0.4 million in unamortized debt issuance costs were written-off related to debt extinguishments and recorded within interest expense, net on the statement of operations. A total of $1.5 million in new third-party fees were capitalized and will be amortized over the life of the revolving credit facility. These capitalized costs are recorded within other assets on the condensed consolidated balance sheet.
The obligations under the credit agreement are secured by present and future ownership interests in substantially all direct and indirect subsidiaries of the Company, substantially all of the tangible and intangible personal property of each borrower, and all products, profits, and proceeds of the foregoing. The Company’s assets securing the facility as of September 28, 2025 totaled $2.1 billion. The credit agreement also contains a restriction on dividend payments with an available amount generally defined as $65.0 million plus 50 % of the Company’s consolidated net income since the beginning of the third fiscal quarter of 2025 adjusted for certain items, such as parent capital contributions, redeemable noncontrolling interest payments, and dividend payments, among other adjustments, as applicable.
The applicable margin for the newly amended revolving credit facility ranges from 1.25 % to 2.25 % for SOFR and Canadian Overnight Repo Rate Average (“CORRA”) loans and from 0.25 % to 1.25 % for base rate loans, depending on the Company’s net leverage ratio. The newly amended term loan facility has a fixed margin of 1.25 % for base rate loans and 2.25 % for SOFR loans, which is 0.25 % lower than the rates prior to the sixth amendment. The table below summarizes the weighted average interest rates on the term loan facility and revolving credit facility as of the end of September 28, 2025 and December 29, 2024:
| September 28, 2025 | December 29, 2024 | ||||||||||
| Term loan facility | % | % | |||||||||
| Revolving credit facility | % | % | |||||||||
Immediately prior to the sixth amendment, the Company was required to maintain a leverage ratio of 4.00 to 1.00, and an interest coverage ratio of greater than a minimum of 2.50 to 1.00 under the revolving credit facility. Pursuant to the sixth amendment signed on July 9, 2025, the Company is required to maintain a leverage ratio of 4.50 to 1.00 for any future quarter ending prior to September 30, 2026, and 4.00 to 1.00 for any quarter ending on or after September 30, 2026. The requirement to maintain an interest coverage ratio of greater than a minimum of 2.50 to 1.00 remains unchanged.
As of September 28, 2025, the Company was in compliance with all of the financial covenants under the revolving credit facility. The Company is required to pay a commitment fee on the unused portion of the commitments which ranges from 0.15 % to 0.35 % per annum, depending on the Company’s net leverage ratio.
As of September 28, 2025 and December 29, 2024, the Company had borrowings outstanding of $0.9 billion and $0.8 billion, respectively, under its amended and restated credit agreement. The amount available under the revolving line of credit is further reduced by the amount of any outstanding letters of credit issued by the Company under the agreement. Accordingly, there was $297.8 million, net of outstanding letters of credit, of unused capacity on the revolving line of credit as of September 28, 2025. The Company had $68.6 million and $64.6 million of unused letters of credit available as of September 28, 2025 and December 29, 2024, respectively. Debt issuance costs associated with the Company’s line of credit are amortized over the term of the related line of credit. As of September 28, 2025 and December 29, 2024, there was
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$3.1 million and $3.0 million, respectively, in debt issuance costs recorded in other assets on the condensed consolidated balance sheets.
As of September 28, 2025, the Company had $34.7 million of surety-backed letters of credit issued outside of its amended and restated credit agreement.
Debt issuance costs associated with the Company’s term loan facility are amortized over the term of the related debt, which approximates the effective interest method. As of September 28, 2025 and December 29, 2024, debt issuance costs of $11.1 million and $11.8 million, respectively, were recorded as a reduction to long-term debt on the condensed consolidated balance sheets.
Amortization expense related to debt issuance costs is recorded as a component of interest expense in the condensed consolidated statements of operations. Amortization of debt issuance costs was $0.7 million and $1.5 million for the fiscal three-month periods ended September 28, 2025 and September 29, 2024, respectively. During the fiscal nine-month periods ended September 28, 2025 and September 29, 2024 amortization of debt issuance costs was $3.1 million and $4.1 million, respectively.
As of September 28, 2025, the Company had six equipment term loans with initial amounts totaling approximately $150 million, with certain owned equipment used as collateral. The loans are serviced in U.S. dollars.
The fair value of the Company’s debt as of both September 28, 2025 and December 29, 2024 was $0.9
10.Leases
The Company has operating and finance leases for corporate and field offices, equipment yards, construction equipment and transportation vehicles. The Company is currently not a lessor in any significant lease arrangements. The Company’s leases have remaining lease terms of up to 14 five years , and some include options to terminate the leases within one year . The equipment leases may include variable payment terms in addition to the fixed lease payments if machinery is used in excess of the standard work periods. The occurrence of these variable payments is not probable under the Company’s current operating environment and has not been included in consideration of lease payments. Leases with an initial term of 12 months or less are classified as short-term leases and are not recognized on the condensed consolidated balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised, or unless it is reasonably certain that the equipment or property will be leased for greater than 12 months. Due to the seasonality of the Company’s operations, expense for short-term leases will fluctuate throughout the year with higher expense typically incurred during the periods when revenue is the greatest. As of September 28, 2025, the Company did not have any significant executed lease agreements that had not yet commenced.
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The components of lease expense were as follows (in thousands):
| Fiscal Three Months Ended | Fiscal Nine Months Ended | |||||||||||||||||||||||||||||||
| Lease cost | Classification | September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | |||||||||||||||||||||||||||
| Operating lease cost | Cost of revenue and selling, general and administrative expenses | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Finance lease cost: | ||||||||||||||||||||||||||||||||
| Amortization of ROU assets | Depreciation (1) | |||||||||||||||||||||||||||||||
| Interest on lease liabilities | Interest expense, net | |||||||||||||||||||||||||||||||
| Total finance lease cost | ||||||||||||||||||||||||||||||||
Short-term lease cost (2) | Cost of revenue and selling, general and administrative expenses | |||||||||||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||||||||||||||||||
(1)Depreciation is included within cost of revenue in the accompanying condensed consolidated statements of operations.
(2)Short-term lease cost includes both leases and rentals with initial terms of 12 months or less.
Supplemental cash flow information related to leases was as follows (in thousands):
| Fiscal Nine Months Ended | |||||||||||||||||
| September 28, 2025 | September 29, 2024 | ||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||||||||
| Operating cash flows from finance leases | |||||||||||||||||
| Financing cash flows from finance leases | |||||||||||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||||||||
| Operating leases | $ | $ | |||||||||||||||
| Finance leases | |||||||||||||||||
Supplemental information related to leases was as follows:
| September 28, 2025 | December 29, 2024 | ||||||||||
| Weighted average remaining lease term (in years): | |||||||||||
| Operating leases | |||||||||||
| Finance leases | |||||||||||
| Weighted average discount rate: | |||||||||||
| Operating leases | % | % | |||||||||
| Finance leases | % | % | |||||||||
The following is a schedule of maturities of lease liabilities as of September 28, 2025 (in thousands):
| Operating Leases | Finance Leases | ||||||||||
| Fiscal year ended: | |||||||||||
| Remainder of 2025 | $ | $ | |||||||||
| 2026 | |||||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| Thereafter | |||||||||||
| Total lease payments | |||||||||||
| Less: Amount of lease payments representing interest | ( | ( | |||||||||
| Total | $ | $ | |||||||||
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Certain leases require the Company to pay variable property taxes, insurance and maintenance costs that have been excluded from the minimum lease payments in the above tables as they are variable in nature.
11.Income Taxes
The Company’s current quarter provision for income taxes was prepared using the annual effective tax rate adjusted to remove discrete items, as those items will impact the quarter in which those items were reflected. In the third fiscal quarter of 2024, the Company calculated the income tax provision on a discrete basis as the Company determined that the annual effective tax rate method did not provide a reliable estimate for that period given significant fluctuations in estimated ordinary income resulted in significant changes in the estimated annual tax rate.
The Company’s effective tax rate for the fiscal three-month periods ended September 28, 2025 and September 29, 2024 was 78.9 % and 119.9 %, respectively, and for the fiscal nine months ended September 28, 2025 and September 29, 2024 was (14.4 )% and (3.1 )%, respectively. Effective tax rates for the current year periods were impacted by the disproportionate amount of non-deductible expenses in relation to loss before income taxes. The effective tax rate for the third fiscal quarter of 2025 was also impacted by changes in estimates of pre-tax income. Effective tax rates for the prior year periods were impacted by the use of actual effective tax rate instead of the annual effective tax rate. Additionally, differences in income (loss) before income taxes by jurisdiction caused fluctuations in the effective tax rate when comparing periods.
The Company historically was included on the U.S. federal and certain state income tax returns of Southwest Gas Holdings and calculated income tax amounts using the separate return method as if the Company was a separate taxpayer to allow users to understand the financial position of the Company as a standalone taxable entity. This resulted in the Company recording net deferred tax assets primarily related to net operating losses and interest limitations under Section 163(j) of the Internal Revenue Code of 1986, as amended, which differed from tax attributes actually generated and used by Southwest Gas Holdings as the consolidated and ultimate taxable entity.
As discussed in “Note 1 — Description of Business,” Southwest Gas Holdings no longer holds an equity interest in the Company, and accordingly the Company will no longer be included in Southwest Gas Holdings’ U.S. federal and state income tax returns. As a result, certain deferred tax assets previously recorded under the separate return method were removed from the condensed consolidated balance sheet through an adjustment to additional paid-in capital. Separately, in accordance with the Company’s Tax Assets Agreement with Southwest Gas Holdings (as defined and discussed in “Note 13 — Related Parties”), the Company was allocated $55.4 million in deferred tax assets (primarily net operating losses) as part of tax deconsolidation, which is treated as a capital contribution from Southwest Gas Holdings and recorded within additional paid-in capital. The Company’s allocation of deferred tax assets from Southwest Gas Holdings is based on estimates of amounts to be included in Southwest Gas Holdings’ tax returns for 2024 and 2025, and accordingly the allocation may change in future periods until the 2025 tax return is ultimately filed, with any future changes impacting income tax expense on the statement of operations as the Company is no longer owned by Southwest Gas Holdings.
The Company regularly evaluates valuation allowances established for deferred tax assets for which future realization is uncertain, including in connection with changes in tax laws. The Company maintains a valuation allowance on certain state net operating loss carryforwards. Such valuation allowances are released as the related tax benefits are realized or when sufficient evidence exists to conclude that it is more likely than not the deferred tax assets will be realized.
As of September 28, 2025 and December 29, 2024, the total amount of unrecognized tax benefits relating to uncertain tax positions was $0.5
As of September 28, 2025, with certain exceptions, the Company is no longer subject to U.S. federal, state, local, or Canadian examinations for years before fiscal year 2019.
On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was signed into law. The Act includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions. The Act has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Act did not have a material impact on the Company’s effective tax rate for the fiscal three and nine months ended September 28, 2025. While further evaluation is ongoing, the Act is not expected to have a material impact on the Company's financial position or results of operations.
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12.Supplemental Cash Flow Disclosures
The following table represents the Company’s supplemental cash flow disclosures and non-cash investing activity, excluding lease activity (which is disclosed in “Note 10 — Leases”) (in thousands):
| Fiscal Nine Months Ended | |||||||||||||||||
| September 28, 2025 | September 29, 2024 | ||||||||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||||||||
| Interest paid | $ | $ | |||||||||||||||
| Income taxes paid, net of refunds | |||||||||||||||||
| Non-cash investing activities: | |||||||||||||||||
| Accrued capital expenditures | $ | $ | |||||||||||||||
| Proceeds from sale of property and equipment in accounts receivable | |||||||||||||||||
13.Related Parties
Southwest Gas Holdings
Overview
As discussed in “Note 1 — Description of Business,” Southwest Gas Holdings was the Company’s former parent and held a controlling interest in the Company until August 11, 2025, when its ownership decreased to 31 % following the August sell-down. On September 5, 2025, Southwest Gas Holdings sold all of its remaining ownership interest in the Company. Southwest Gas Holdings’ chief executive officer and director continues to serve as a director on the Company’s Board.
Related party transactions
The Company performs various construction services for Southwest Gas Corporation, a wholly owned subsidiary of Southwest Gas Holdings. The following table represents the Company’s revenue in dollars and as a percentage of total revenue as well as gross profit in dollars and as a percentage of total gross profit relating to contracts with Southwest Gas Corporation (in thousands):
| Fiscal Three Months Ended | Fiscal Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Profit | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||||||||||||||
As of September 28, 2025 and December 29, 2024, approximately $8.8 million (3 %) and $9.6 million (3 %), respectively, of the Company’s accounts receivable, and $2.4 million and $2.6 million, respectively, of contract assets, were related to contracts with Southwest Gas Corporation. There were no
Additionally, certain costs incurred by Southwest Gas Holdings were historically allocated to Centuri and settled in cash during the normal course of operations. The Company recorded allocated costs of $0.5 million for the fiscal nine months ended September 29, 2024, and de minimis
Agreements related to the Separation
In connection with the Separation and the Centuri IPO, Holdings entered into several agreements with Southwest Gas Holdings on April 11, 2024, governing the relationship of the two parties following the Separation and Centuri IPO. The Final Disposition resulted in the termination of certain of Southwest Gas Holdings’ rights under these agreements. These agreements are summarized below:
•Separation Agreement: Sets forth the agreements with Southwest Gas Holdings regarding the principal actions to be taken in connection with the Separation and govern, among other matters, (1) the allocation of assets and
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liabilities to Centuri and Southwest Gas Holdings (including Centuri’s indemnification obligations, for potentially uncapped amounts, for certain liabilities relating to Centuri’s business activities), (2) certain matters with respect to the Centuri IPO and subsequent disposition transactions by Southwest Gas Holdings, and (3) Southwest Gas Holdings’ right to receive certain information. Southwest Gas Holdings’ right to designate members to the Holdings’ Board and approve certain Company actions terminated as a result of the Final Disposition.
•Tax Matters Agreement: Sets forth responsibilities and obligations with respect to all tax matters, including tax liabilities (including responsibility and potential indemnification obligations for taxes attributable to Holdings’ business and taxes arising, under certain circumstances, in connection with the Separation), tax attributes, tax contests and tax returns (including Centuri’s inclusion in the U.S. federal consolidated group tax return, and certain other combined or similar group tax returns, with Southwest Gas Holdings for applicable tax periods following the Separation, and Centuri’s continuing joint and several liability with Southwest Gas Holdings for such tax returns). As of September 28, 2025, no amounts were owed between the two parties, and as of December 29, 2024, $0.6 million was due from the Company to Southwest Gas Holdings related to income taxes.
•Registration Rights Agreement: Granted to Southwest Gas Holdings certain registration rights with respect to the CTRI shares owned by Southwest Gas Holdings following the Centuri IPO. This agreement terminated upon Southwest Gas Holdings’ sale of its remaining ownership interest on September 5, 2025.
On February 24, 2025, the Company entered into an Unutilized Tax Assets Settlement Agreement (the “Tax Assets Agreement”) with Southwest Gas Holdings. The Tax Assets Agreement addresses the Company’s arrangements with Southwest Gas Holdings with respect to certain unutilized tax assets (the “Tax Assets”) that the Company has retained following deconsolidation from Southwest Gas Holdings for purposes of U.S. federal and relevant state income tax laws. Under the terms of the Tax Assets Agreement, the balance of the Tax Assets at tax deconsolidation, subject to true-up, and including the impact of any payments or deemed payments made by Southwest Gas Holdings in respect of the Tax Assets were treated as deemed capital contributions and recorded within additional paid-in capital, which resulted in an increase in Southwest Gas Holdings’ basis in its ownership of the Company’s common stock. The deemed capital contributions did not require any cash payment from the Company and had no impact on the Company’s liquidity or financial condition. As Southwest Gas Holdings no longer owns shares of the Company’s common stock, the Company will no longer be included in Southwest Gas Holdings’ U.S. federal and state income tax returns. However, Tax Assets allocated to the Company remain subject to true-up until after Southwest Gas Holdings’ U.S. federal and state tax returns for tax year 2025 are filed, with any future changes impacting income tax expense on the statement of operations.
Riggs Distler noncontrolling interest
In November 2021, certain members of Riggs Distler management acquired a 1.42 % interest in the parent company of Riggs Distler, Drum Parent LLC (“Drum”). A portion of the redeemable noncontrolling interest acquired was funded through promissory notes made to noncontrolling interest holders bearing interest at the prime rate plus 2 %. The promissory notes were payable by the noncontrolling interest holders upon certain triggering events, including, but not limited to, termination of employment or the redemption of any interest under the agreement. Subsequent to certain redemption transactions in fiscal year 2024, the remaining noncontrolling interest in Drum outstanding as of September 28, 2025, was 0.80 %.
Former chief executive officer relationship with customer
14.Commitments and Contingencies
Legal Proceedings
The Company is a named party in various legal proceedings arising from the normal course of business. Although the ultimate outcomes of active matters are currently unknown, the Company does not believe any liabilities resulting from
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these known matters will have a material effect on its financial position, results of operations or cash flows, unless otherwise stated below.
NPL Construction Co. (“NPL”), a subsidiary of the Operating Company, is currently pursuing a contract claim for damages against the City of Chicago and related parties (collectively, the “City”), arising out of work that NPL performed for the City. NPL initiated this dispute through the City’s required administrative process on August 26, 2019. In response to NPL’s claim, the City has taken the position that it is entitled to withhold payments on amounts NPL believes it is owed for work already completed, claiming that further corrective work by NPL on the project is necessary and that withholding payment is appropriate until remediation is complete. On July 18, 2024, the administrative agency issued a decision denying NPL’s claim for damages. The Company disagrees with the decision of the administrative agency, and NPL filed a petition seeking a review of the administrative agency’s decision by the Circuit Court of Cook County Illinois on November 8, 2024. The Company intends to vigorously pursue this matter; however, the Company cannot accurately predict the ultimate outcome. The Company may be entitled to additional revenue if all of its claims for relief are awarded in the Company’s favor. However, to the extent the Company is not successful in collecting the withheld receivables, this matter could result in an additional significant loss, which is not currently estimable due to uncertainties with respect to the proceedings. The Company can provide no assurance as to whether or when there will be material developments in this matter. The Company has not accrued any reserves for this matter to date.
The Company maintains liability insurance for various risks associated with its operations. In connection with its liability insurance policies, the Company is responsible for an initial deductible or self-insured retention amount per occurrence, after which the insurance carriers would be responsible for amounts up to the policy limits.
Employment Agreements
The Company has employment agreements with certain executives and other employees, which provide for compensation and certain other benefits and for severance payments under certain circumstances. Certain employment agreements also contain severance clauses that become effective upon a change in control of the Company. Upon the occurrence of certain defined events in the various employment agreements, the Company would be obligated to pay varying amounts to the related employees, which vary with the level of the employees’ respective responsibilities.
Concentration of Credit Risk
The Company provides full-service utility infrastructure services to various customers, primarily utility companies that are located throughout the U.S. and Canada. The Company is subject to concentrations of credit risk related primarily to its revenue and accounts receivable and contract asset positions with customers, which is defined as greater than or equal to 10% of the Company’s consolidated balances. No customers accounted for more than 10% of revenue during the fiscal three or nine months ended September 28, 2025 or September 29, 2024. As of September 28, 2025 and December 29, 2024, one Non-Union Electric segment customer had a combined accounts receivable and contract asset balance above 10% of the consolidated accounts receivable and contract assets balance, which was $102.6 million and $52.5 million, respectively, or approximately 15 % and 10 %, respectively, of the consolidated balance of these accounts.
The Company primarily uses two financial banking institutions. The Company’s cash on deposit with these financial institutions exceeded the federal insurability limits as of September 28, 2025. The Company believes its cash and cash equivalents are managed by high credit quality financial institutions.
Bonds and Parent Guarantees
Many customers, particularly in connection with new construction, require the Company to post performance and payment bonds. These bonds provide a guarantee that the Company will perform under the terms of a contract and pay its subcontractors and vendors. In certain circumstances, the customer may demand that the surety make payments under the bond, and the Company must reimburse the surety for any expenses or outlays it incurs. The Company may also be required to post letters of credit as collateral in favor of the sureties, which would reduce the borrowing availability under its revolving credit facility. As of September 28, 2025, the Company was not aware of any outstanding material obligations for payments related to these bond obligations.
Performance bonds expire at various times ranging from mechanical completion of a project to a period extending beyond contract completion in certain circumstances, and therefore a determination of maximum potential amounts outstanding requires certain estimates and assumptions. Such amounts can also fluctuate from period to period based upon
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the mix and level of the Company’s bonded operating activity. As of September 28, 2025, the estimated total amount of outstanding performance and payment bonds was approximately $731.0 million. The Company’s estimated maximum exposure related to the value of the performance bonds outstanding is lowered on each bonded project as the cost to complete is reduced, and each commitment under a performance bond generally extinguishes concurrently with the expiration of its related contractual obligation. The estimated cost to complete these bonded projects was approximately $260.6 million as of September 28, 2025.
Additionally, from time to time, the Company guarantees certain obligations and liabilities of its subsidiaries that may arise in connection with, among other things, contracts with customers, and equipment and real estate lease obligations. These guarantees may cover all of the subsidiary’s unperformed, undischarged and unreleased obligations and liabilities under or in connection with the relevant agreement. The Company is not aware of any claims under any guarantees that are material. The responsibility under a guarantee could exceed the amount recoverable from the subsidiary alone and could materially and adversely affect the Company’s consolidated financial condition, results of operations and cash flows.
15.Stock-based Compensation
The Company maintains a stock-based compensation plan, which authorizes the granting of various equity-based incentives, including restricted stock units (“RSUs”) and performance stock units (“PSUs”). Stock compensation expense is amortized on a straight line basis over the service period, which is generally the vesting period. The fair value of the Company’s RSU and PSU awards is measured at the market price of the Company’s common stock on the grant date. PSUs are earned based on the achievement of certain performance metrics in relation to a set target, and stock compensation expense may fluctuate based on the forecasted achievement prior to vesting or actual achievement of these target metrics upon vesting.
RSU grants to employees generally vest ratably on an annual basis over a three-year period following the grant date, although some awards may vest ratably on an annual basis over two years or cliff vest at the end of a shorter time period. RSU grants to non-employee directors typically vest at the end of a one-year period. PSU grants generally cliff vest at the end of a three-year period following the grant date. Forfeitures are recorded as they occur.
Stock compensation expense totaled approximately $2.1 million and $1.3 million for the fiscal three-month periods ended September 28, 2025 and September 29, 2024, respectively, and totaled approximately $5.9 million and $0.8 million for the fiscal nine-month periods ended September 28, 2025 and September 29, 2024, respectively.
The table below summarizes activity related to the Company’s stock-based compensation plans during the first three fiscal quarters of 2025. This table excludes RSUs and PSUs of Southwest Gas Holdings stock that were granted to certain employees of the Company prior to the Centuri IPO. The fair value of these outstanding Southwest Gas Holdings awards was not material as of September 28, 2025 or December 29, 2024.
| RSUs | PSUs | ||||||||||||||||||||||||||||||||||
| Shares | Weighted Average Grant Date Fair Value (Per Unit) | Shares | Weighted Average Grant Date Fair Value (Per Unit) | ||||||||||||||||||||||||||||||||
| As of December 29, 2024 | $ | N/A | |||||||||||||||||||||||||||||||||
| Granted | $ | $ | |||||||||||||||||||||||||||||||||
| Vested | ( | $ | N/A | ||||||||||||||||||||||||||||||||
| Forfeited | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
| As of September 28, 2025 | $ | $ | |||||||||||||||||||||||||||||||||
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and corresponding notes in Item 1 — Financial Statements within Part I of this Quarterly Report on Form 10-Q, and our Annual Report on Form 10-K for the fiscal year ended December 29, 2024 filed with the SEC on February 26, 2025 (our “2024 Annual Report”).
Unless the context otherwise requires, references to “we,” “is,” “our,” “the Company,” and “our company” refer to Centuri Holdings, Inc. and its consolidated subsidiaries. This discussion contains forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed within Item 1A. Risk Factors in our 2024 Annual Report. See “Cautionary Note Regarding Forward-Looking Statements.”
We use a 52/53-week fiscal year that ends on the Sunday closest to the end of the calendar year. Unless otherwise stated, references to months and quarters throughout relate to fiscal months and quarters rather than calendar months and quarters. The first fiscal nine months of 2025 and 2024 ended on September 28, 2025 and September 29, 2024, respectively, and each period had 39 weeks. The third fiscal quarters of 2025 and 2024 each had 13 weeks.
Overview
Company Overview
We are a leading North American utility infrastructure services company, and we partner with regulated utilities to maintain, upgrade and expand the energy network that powers millions of homes and businesses. We serve as long-term strategic partners to, and an extension of, North America’s electric, gas and combination utility providers, delivering a wide range of infrastructure solutions. Our service offerings primarily consist of the modernization of utility infrastructure through the replacement, maintenance, retrofitting and installation of electric and natural gas distribution and utility-scale transmission networks, and building capacity to meet current and future demands. We also serve complementary, attractive and growing end markets such as renewable energy associated with the expected energy transition, data centers and 5G datacom. Our essential services enable our customers to enhance the safety, reliability and environmental sustainability of the electric and natural gas networks that consumers rely upon to meet their essential and evolving energy needs. Guided by our values and our unwavering commitment to serve as long-term partners to customers and communities, our employees enable our customers to safely and reliably deliver electricity and natural gas and achieve their goals for environmental sustainability.
Separation from Southwest Gas Holdings
We were incorporated in Delaware in June 2023 as a wholly owned subsidiary of Southwest Gas Holdings, Inc. (“Southwest Gas Holdings”). We were formed for the purpose of completing an initial public offering, facilitating the separation of the Operating Company from Southwest Gas Holdings and other related transactions in order to carry on the business of the Operating Company, our predecessor for financial reporting purposes. Prior to April 13, 2024, Southwest Gas Holdings owned 1,000 shares of our common stock, representing 100% of the issued and outstanding shares of our common stock. On April 13, 2024, we issued 71,664,592 shares of common stock to Southwest Gas Holdings as consideration for the transfer of assets and assumption of liabilities of the Operating Company (the “Separation”). Following the completion of the Separation, the Operating Company became our wholly owned subsidiary, and all of our operations are conducted through the Operating Company.
On April 17, 2024, the registration statement related to the initial public offering of Centuri’s common stock was declared effective, and Centuri’s common stock began trading on the New York Stock Exchange (“NYSE”) under the ticker “CTRI” (the “Centuri IPO”) on April 18, 2024. On April 22, 2024, the Centuri IPO and a concurrent private placement were completed with total final net proceeds of $327.7 million. As of the closing of the Centuri IPO, Southwest Gas Holdings owned 71,665,592 shares of Centuri common stock (“CTRI shares”), or approximately 81% of total outstanding CTRI shares.
Subsequent to the Centuri IPO, Southwest Gas Holdings divested all of its remaining ownership interest in our Company through the course of several transactions described in more detail below. We did not receive any proceeds from any of these transactions.
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On May 22, 2025 and June 18, 2025, Southwest Gas Holdings completed secondary public offerings, selling a total of 21,562,500 CTRI shares, with additional private placements closing on May 22, 2025 and July 8, 2025, in which Southwest Gas Holdings sold a total of 3,917,382 CTRI shares to Icahn Partners LP and Icahn Partners Master Fund LP, investment entities associated with Carl C. Icahn (“Icahn Partners”). After these transactions, Southwest Gas Holdings owned 46,185,710 CTRI shares, or approximately 52% of total outstanding CTRI shares.
On August 11, 2025, Southwest Gas Holdings completed another secondary public offering of 17,250,000 CTRI shares and concurrent private placement to Icahn Partners of 1,573,500 CTRI shares (together, the “August sell-down”). After completion of the August sell-down, Southwest Gas Holdings owned 27,362,210 CTRI shares, or approximately 31% of total outstanding CTRI shares, resulting in (i) the loss of its controlling interest in our company and (ii) the
Company ceasing to be a “controlled company” under the NYSE rules.
On September 5, 2025, Southwest Gas Holdings completed a final secondary public offering (the “Final Disposition”) of its remaining 27,362,210 CTRI shares. As a result, Southwest Gas Holdings no longer holds any ownership interest in our company and relinquished governance rights originally afforded to it under the Separation Agreement, including the right to nominate any members of our Board of Directors and to approve certain of our corporate actions. For additional information about the Separation Agreement and other agreements signed as part of the Separation and Centuri IPO, refer to “Note 13 — Related Parties” to the condensed consolidated financial statements.
Previously, Southwest Gas Holdings’ chief executive officer and director, Karen Haller, served as Chair of our Board. As a result of Southwest Gas Holdings’ ownership exit, our Board appointed Christopher Krummel as the Chair of our Board, effective September 15, 2025, replacing Ms. Haller, who remains a member of Board. Ms. Haller also resigned from our Board’s compensation committee.
As Southwest Gas Holdings has now divested all of its ownership of CTRI shares, we are no longer eligible for inclusion in their U.S. federal and state income tax returns. As a result, certain deferred tax assets previously recorded under the separate return method were removed from our condensed consolidated balance sheet through an adjustment to additional paid-in capital. Separately, in accordance with the Company’s Tax Assets Agreement with Southwest Gas Holdings (as defined and discussed in “Note 13 — Related Parties” to the condensed consolidated financial statements), we were allocated $55.4 million in estimated deferred tax assets (primarily net operating losses) as part of tax deconsolidation, which is treated as a capital contribution from Southwest Gas Holdings in additional paid-in capital. Our allocation of deferred tax assets from Southwest Gas Holdings is based on estimates of amounts to be included in Southwest Gas Holdings’ tax returns for 2024 and 2025, and accordingly the allocation may change in future periods until the 2025 tax return is ultimately filed, with any future changes impacting income tax expense on the statement of operations as we are no longer owned by Southwest Gas Holdings.
Segment Information
We report our results under the following four reportable segments: (i) U.S. Gas Utility Services (“U.S. Gas”); (ii) Canadian Gas Utility Services (“Canadian Gas”); (iii) Union Electric Utility Services (“Union Electric”); and (iv) Non-Union Electric Utility Services (“Non-Union Electric”).
Factors Affecting Our Results of Operations
Our financial results may be impacted by economic conditions that impact businesses generally, such as inflationary impacts on goods and services consumed in the business, regulatory or environmental influences, seasonality and severe weather events, rising interest rates, labor markets and costs (including in regard to contracted or professional services), and the availability of those resources. Accordingly, our operating results in any particular period may not be indicative of the results that can be expected for any other period.
Market Developments
North America relies on electric and natural gas delivery infrastructure to maintain its dynamic economy, but existing infrastructure is subject to degradation and is often decades old. Governments have increased regulatory stringency and enacted legislation to support the necessary infrastructure investments in the sector, aimed at preventing disruption, enhancing safety and readying to meet current and future demands. Additionally, labor market constraints and a changing utility workforce have led utilities to become increasingly reliant on external outsourced utility infrastructure service
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providers, creating an overall growing market well-positioned for consolidation. We believe these trends represent a significant challenge for utilities, but also an opportunity for outsourced utility infrastructure services companies to build and maintain more efficient, sustainable infrastructure that can meet the energy needs of future generations.
Rising fuel, labor and material costs have in the past had, and could in the future have, a negative effect on our results of operations, to the extent we cannot pass these costs through to our customers. While we actively monitor economic, industry and market factors that could adversely impact our business, we cannot predict the effect that changes in such factors could have on our future results of operations, financial position and cash flows.
Generally, our contracts provide that the customer is responsible for supplying the materials for their projects. Fluctuations in the price or availability of materials and equipment that we or our customers utilize could impact (positively or negatively, as applicable) costs to complete projects or result in the postponement of projects. Although certain of our customers have experienced recent disruptions in their supply chain for certain project materials, most of our customers have generally been able to procure the necessary materials in a timely manner.
Our operations also depend on the availability of certain equipment to perform services. We believe we have taken steps to secure delivery of a sufficient amount of equipment and do not anticipate any significant disruptions with respect to our fleet in the near-term.
Demand for Services
The seasonal nature of the industry we serve affects demand for our services. In addition to weather conditions, capital expenditure and maintenance budgets of our customers, as well as the related timing of approvals and seasonal spending patterns, influence our contract revenue and results of operations. Factors affecting our customers and their capital expenditure budgets include, but are not limited to, overall economic conditions, the introduction of new technologies, and our customers’ capital resources, financial performance, and strategic plans. Other factors that may impact our customers and their capital expenditure budgets include new regulations or regulatory actions, merger or acquisition activity involving our customers and the physical maintenance needs of our customers’ infrastructure. We are currently monitoring the U.S. government shutdown that began on October 1, 2025. At this time, the shutdown has not had a material impact on our business, operations, or demand for our services, and we do not currently anticipate a material impact.
Fluctuations in market prices for oil, gas and other energy sources can impact demand for our services. Such fluctuations can affect the level of activity in energy generation projects as well as pipeline construction projects. The availability of transportation and transmission capacity can also impact demand for our services, including energy generation, electric grid and pipeline construction projects. These fluctuations, as well as the highly competitive nature of our industry, can result in changes in the levels of activity, project mix and moreover the profitability of the services we provide.
Utilities continue to implement or modify system integrity management programs to enhance safety pursuant to federal and state mandates. These programs have resulted in multi-year utility system replacement programs throughout the U.S., and we believe that we are well-positioned to serve the increased demand resulting from these programs.
Our services support customers’ environmental goals, such as reducing methane emissions from pipeline leaks through pipe repair and replacement, hardening electric infrastructure to prevent damage from storms or otherwise, and assisting gas and electric customers with their renewable and sustainable energy infrastructure initiatives. We believe that we are well-positioned to support growing customer attention in achieving environmental objectives through infrastructure construction and maintenance.
Project Variability
Margins for our projects may vary from period to period due to changes in the volume or type of work performed and the pricing structure of our projects. Additionally, factors such as site conditions, project location, labor shortages, weather events, environmental restrictions, regulatory delays, protests, political activity, legal challenges, or the performance of third parties may adversely impact our project performance.
In certain circumstances, such as with large bid contracts (especially those of a longer duration), or unit-price contracts with revenue caps, results may be impacted by differences between costs incurred and those anticipated when the work was originally bid. Work awarded, or failing to be awarded, by individual large customers can impact our results of operations.
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Seasonality and Severe Weather Events
Generally, our revenue is lowest during the first fiscal quarter of the year due to less favorable winter weather and related working conditions in many of the areas where we perform work. Revenue typically improves as more favorable weather conditions occur during the summer and fall months. In cases of severe weather, such as following a regional storm, we may be engaged to perform restoration activities related to above-ground utility infrastructure, which typically results in higher margins due to higher equipment utilization and the absorption of fixed costs. Alternatively, these severe weather events can also delay projects, negatively impacting our results of operations. Severe weather events and the related impacts on our performance and results are not solely within the control of management and cannot always be predicted or mitigated.
Inflation
Under the terms of a majority of our master service agreements (“MSAs”), materials used in our utility infrastructure service activities are specified, purchased and supplied by customers. However, our operations are affected by increases in prices, whether caused by inflation, tariffs, rising interest rates or other economic factors. We attempt to recover anticipated increases in the cost of labor, equipment, fuel and materials not purchased by customers through price escalation provisions that allow us to adjust billing rates for certain major contracts annually; by considering the estimated effect of such increases when bidding or pricing new work; or by entering into back-to-back contracts with suppliers and subcontractors. However, the annual adjustment provided by certain contracts is typically subject to a cap and there can be an extended period of time between the impact of inflation on our costs and when billing rates are adjusted. Our actual costs at times can exceed the contractual caps, and therefore negatively impact our operations. Additionally, rising interest rates on our variable-rate debt could have a negative effect on our business, financial condition and results of operations. Overall, our results for the third fiscal quarter of 2025 were not significantly impacted by increases in prices, including due to recently implemented tariffs. We are currently monitoring the impacts of tariffs on the price and availability of our equipment as well as any potential impacts to project scheduling, but we do not currently expect a material effect on our results of operations.
Backlog
Backlog as of September 28, 2025 was approximately $5.9 billion, with approximately 86% of backlog related to MSAs. 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.
Backlog differs from remaining performance obligations disclosed in “Note 3 — Revenue and Related Balance Sheet Accounts” to the condensed consolidated financial statements, as remaining performance obligations are limited to contractually obligated revenue on our contracts that exceed one year, which is typically only bid projects, whereas backlog is inclusive of all contracts regardless of length and includes estimated future work over the contractual life of MSAs. Generally, customers are not contractually committed to specific volumes of work under MSAs, and MSAs may be terminated by either party upon notice. Revenue estimates for MSAs are based on historical customer trends. As backlog only includes revenue estimates over the contractual life of MSAs, backlog tends to fluctuate based on the timing of MSA renewals.
Projects included in backlog can be subject to delays or cancellation as a result of regulatory requirements, adverse weather conditions, customer requirements and other factors that could cause actual revenue to differ significantly from the estimates, or cause revenue to be realized in periods other than originally expected.
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Results of Operations
Our results of operations, on a consolidated basis and by segment, for the fiscal three- and nine-month periods ended September 28, 2025 and September 29, 2024 are set forth and compared below.
Fiscal three months ended September 28, 2025 compared to the fiscal three months ended September 29, 2024
The following table summarizes our consolidated results of operations for the fiscal three months ended September 28, 2025, and September 29, 2024, including as a percentage of revenue, as well as the dollar and percentage change period-over-period.
| Fiscal Three Months Ended | Change | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) | September 28, 2025 | September 29, 2024 | $ | % | |||||||||||||||||||||||||||||||
| Revenue, net | $ | 850,044 | 100.0 | % | $ | 720,053 | 100.0 | % | $ | 129,991 | 18.1 | % | |||||||||||||||||||||||
| Cost of revenue (including depreciation) | 772,084 | 90.8 | % | 644,260 | 89.5 | % | 127,824 | 19.8 | % | ||||||||||||||||||||||||||
| Gross profit | 77,960 | 9.2 | % | 75,793 | 10.5 | % | 2,167 | 2.9 | % | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | 34,960 | 4.1 | % | 27,213 | 3.8 | % | 7,747 | 28.5 | % | ||||||||||||||||||||||||||
| Amortization of intangible assets | 6,685 | 0.8 | % | 6,662 | 0.9 | % | 23 | 0.3 | % | ||||||||||||||||||||||||||
| Operating income | 36,315 | 4.3 | % | 41,918 | 5.8 | % | (5,603) | (13.4 | %) | ||||||||||||||||||||||||||
| Interest expense, net | 26,205 | 3.1 | % | 23,925 | 3.3 | % | 2,280 | 9.5 | % | ||||||||||||||||||||||||||
| Other expense (income), net | 78 | 0.0 | % | (160) | 0.0 | % | 238 | (148.8 | %) | ||||||||||||||||||||||||||
| Income before income taxes | 10,032 | 1.2 | % | 18,153 | 2.5 | % | (8,121) | (44.7 | %) | ||||||||||||||||||||||||||
| Income tax expense | 7,918 | 1.0 | % | 21,770 | 3.0 | % | (13,852) | (63.6 | %) | ||||||||||||||||||||||||||
| Net income (loss) | 2,114 | 0.2 | % | (3,617) | (0.5 | %) | 5,731 | (158.4 | %) | ||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | 15 | 0.0 | % | 35 | 0.0 | % | (20) | (57.1 | %) | ||||||||||||||||||||||||||
| Net income (loss) attributable to common stock | $ | 2,099 | 0.2 | % | $ | (3,652) | (0.5 | %) | $ | 5,751 | (157.5 | %) | |||||||||||||||||||||||
Revenue and Gross Profit
The following table summarizes our revenue, gross profit and gross margin for the periods indicated by segment as well as the dollar and percentage change from the prior year period. The discussion that follows highlights key revenue and gross margin changes at the segment level. Changes in gross profit correspond with the discussed changes in revenue and gross margin.
| 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 | % | |||||||||||||||||||||||
•Revenue from our U.S. Gas segment totaled $412.4 million, marking the highest quarterly revenue achieved by the segment to date and an increase of $46.3 million, or 12.7%, compared to the prior year period. This increase was driven by a recovery of MSA volumes, while bid revenue increased slightly from the third fiscal quarter of 2024, which was a relatively strong quarter for bid revenue. As a percentage of revenue, gross profit increased to 7.7% in the current period from 7.6% in the same period from the prior year. Revenue from Southwest Gas Corporation totaled $24.8 million for the current period compared to $27.2 million in the prior year period.
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•Revenue from our Canadian Gas segment totaled $74.2 million, reflecting an increase of $20.7 million, or 38.7%, compared to the prior year period, resulting from higher MSA volumes. As a percentage of revenue, gross profit increased to 21.9% in the current period as compared to 20.5% in the same period from the prior year. This increase was attributable to improvements on bid margins, as the prior year period was negatively impacted by performance issues on certain bid projects which did not recur in the current year period.
•Revenue from our Union Electric segment totaled $214.5 million, reflecting an increase of $42.8 million, or 25.0%, compared to the prior year period. This increase was driven by new bid project wins. Storm restoration services revenue for the Union Electric segment was $1.5 million for the current period compared to $6.7 million for the prior year period. As a percentage of revenue, gross profit increased to 9.1% in the current period as compared to 9.0% in the prior year period. Gross margin was positively impacted by more efficient utilization of fixed costs on higher revenue, slightly offset by the $5.2 million decrease in storm restoration services revenue which resulted in $1.6 million less gross profit.
•Revenue from our Non-Union Electric segment totaled $149.0 million, reflecting an increase of $20.1 million, or 15.6%, compared to the prior year period. This increase was primarily due to an increase in volumes on new and existing MSAs, partially offset by a decrease in storm restoration services revenue, as the current fiscal quarter had no storm restoration services revenue compared to unusually high storm restoration services revenue of $34.7 million in the prior year period. As a percentage of revenue, gross profit decreased to 7.1% in the current period compared to 16.6% in the prior year period. Profitability was negatively affected primarily due to the lack of storm restoration services work, as the $34.7 million in revenue on such work in the prior year period resulted in $13.3 million gross profit that did not recur in the current year. The onboarding of a new MSA also weighed on margins, as crews had not yet reached full utilization. Margins on this MSA are expected to improve as crews reach full utilization.
Selling, General and Administrative Expenses
Selling, general and administrative costs increased by $7.7 million, or 28.5%, in the current period compared to the same period in the prior year. This increase was largely driven by an increase in stock-based compensation and accruals for cash-based incentive compensation. We incurred $2.3 million in separation-related costs in the current period, compared to $1.4 million in non-recurring fees for our accounts receivable securitization facility (the “Securitization Facility”) in the prior period. In the current period, we also incurred incremental costs to operate as a standalone public company and to grow our sales and business development function.
Interest Expense, Net
The increase of $2.3 million in interest expense, net in the current period compared to the prior year period was due to $8.3 million in costs related to the refinance of our credit facility. For additional detail about the refinance, see “Credit Facilities” below and “Note 9 — Long-Term Debt” to the condensed consolidated financial statements. These charges were partially offset by the write-off of $1.7 million in debt issuance costs in the third fiscal quarter of 2024 related to a debt extinguishment, and a reduction in interest rates on outstanding variable-rate borrowings.
Income Tax
Our effective tax rate for the fiscal three months ended September 28, 2025 and September 29, 2024 was 78.9% and 119.9%, respectively. The effective tax rate for the current year period was impacted by the disproportionate amount of non-deductible expenses in relation to income before income taxes and changes in estimates of pre-tax income. The effective tax rate for the prior year period was impacted by the use of the actual effective tax rate instead of the annual effective tax rate, which is discussed in more detail in “Note 11 — Income Taxes” to the condensed consolidated financial statements. Additionally, differences in income (loss) before income taxes by jurisdiction caused fluctuations in the effective tax rate when comparing periods.
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Consolidated Results
Fiscal nine months ended September 28, 2025 compared to the fiscal nine months ended September 29, 2024
The following table summarizes our consolidated results of operations for the fiscal nine-month periods ended September 28, 2025, and September 29, 2024, including as a percentage of revenue, as well as the dollar and percentage change between fiscal years.
| Fiscal Nine Months Ended | Change | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) | September 28, 2025 | September 29, 2024 | $ | % | |||||||||||||||||||||||||||||||
| Revenue, net | $ | 2,124,177 | 100.0 | % | $ | 1,920,151 | 100.0 | % | $ | 204,026 | 10.6 | % | |||||||||||||||||||||||
| Cost of revenue (including depreciation) | 1,958,088 | 92.2 | % | 1,770,575 | 92.2 | % | 187,513 | 10.6 | % | ||||||||||||||||||||||||||
| Gross profit | 166,089 | 7.8 | % | 149,576 | 7.8 | % | 16,513 | 11.0 | % | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | 90,294 | 4.3 | % | 76,461 | 4.0 | % | 13,833 | 18.1 | % | ||||||||||||||||||||||||||
| Amortization of intangible assets | 20,034 | 0.9 | % | 19,991 | 1.0 | % | 43 | 0.2 | % | ||||||||||||||||||||||||||
| Operating income | 55,761 | 2.6 | % | 53,124 | 2.8 | % | 2,637 | 5.0 | % | ||||||||||||||||||||||||||
| Interest expense, net | 62,314 | 2.9 | % | 70,653 | 3.7 | % | (8,339) | (11.8 | %) | ||||||||||||||||||||||||||
| Other expense (income), net | 205 | 0.0 | % | (899) | 0.0 | % | 1,104 | (122.8 | %) | ||||||||||||||||||||||||||
| Loss before income taxes | (6,758) | (0.3 | %) | (16,630) | (0.9 | %) | 9,872 | (59.4 | %) | ||||||||||||||||||||||||||
| Income tax benefit | 973 | 0.1 | % | 523 | 0.0 | % | 450 | 86.0 | % | ||||||||||||||||||||||||||
| Net loss | (7,731) | (0.4 | %) | (17,153) | (0.9 | %) | 9,422 | (54.9 | %) | ||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | 54 | 0.0 | % | (130) | 0.0 | % | 184 | (141.5 | %) | ||||||||||||||||||||||||||
| Net loss attributable to common stock | $ | (7,785) | (0.4 | %) | $ | (17,023) | (0.9 | %) | $ | 9,238 | (54.3 | %) | |||||||||||||||||||||||
Revenue and Gross Profit
The following table summarizes our revenue, gross profit and gross margin for the periods indicated by segment as well as the dollar and percentage change from the prior year period. The discussion that follows highlights key revenue and gross margin changes at the segment level. Changes in gross profit correspond with the discussed changes in revenue and gross margin.
| 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 | % | |||||||||||||||||||||||
•Revenue from our U.S. Gas segment totaled $946.9 million in the fiscal nine months ended September 28, 2025, reflecting an increase of $13.6 million, or 1.5%, compared to the prior year period. This increase was driven by increased net MSA volumes, with strong performance in the second and third fiscal quarter of 2025 compensating for reduced volumes in the first fiscal quarter of 2025, which was negatively impacted by severe winter weather conditions. The increase in MSA revenue was partially offset by slightly lower bid revenue year-over-year. As a percentage of revenue, gross profit decreased to 4.6% in the fiscal nine months ended September 28, 2025 from 5.3% in the prior year period, primarily driven by inefficiencies due to weather-related work stoppages and delays in the first
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fiscal quarter of 2025. Revenue from Southwest Gas Corporation totaled $72.0 million during the fiscal nine months ended September 28, 2025 compared to $79.2 million in the prior year period.
•Revenue from our Canadian Gas segment totaled $169.0 million in the fiscal nine months ended September 28, 2025, reflecting an increase of $27.9 million, or 19.8%, compared to the prior year period. This increase was primarily due to an increase in net volumes under existing MSAs. As a percentage of revenue, gross profit increased to 19.4% in the fiscal nine months ended September 28, 2025 as compared to 14.9% in the prior year period. This increase was primarily attributable to improvements on bid margins, as the prior year period was negatively impacted by performance issues on certain bid projects which did not recur in the current year period.
•Revenue from our Union Electric segment totaled $572.2 million in the fiscal nine months ended September 28, 2025, reflecting an increase of $72.5 million, or 14.5%, compared to the prior year period. This increase was driven by new bid project wins, partially offset by a planned decline in offshore wind revenue of $35.2 million due to timing of projects and a decrease in storm restoration services revenue of $13.7 million ($6.6 million for the fiscal nine months ended September 28, 2025 compared to $20.3 million for the prior year period). As a percentage of revenue, gross profit increased to 8.2% in the fiscal nine months ended September 28, 2025 as compared to 7.8% in the prior year period driven by more efficient utilization of fixed costs on higher revenue, partially offset by the $13.7 million decrease in storm restoration services revenue, which resulted in $3.8 million less gross profit.
•Revenue from our Non-Union Electric segment totaled $436.0 million in the fiscal nine months ended September 28, 2025, reflecting an increase of $90.0 million, or 26.0%, compared to the prior year period. This increase was primarily driven by an increase in volumes under new and existing MSAs, which was partially offset by a decline in storm restoration services revenue of $36.6 million ($30.1 million in the fiscal nine months ended September 28, 2025 compared to $66.7 million in the prior year period). As a percentage of revenue, gross profit decreased to 10.0% in the fiscal nine months ended September 28, 2025 compared to 11.7% in the prior year period. Profitability was negatively impacted by the $36.6 million decrease in storm restoration services, which resulted in $14.5 million less gross profit. This decrease was partially offset by better MSA performance in the first half of 2025 compared to the first half of 2024 driven by more efficient utilization of fixed costs on higher volumes.
Selling, General and Administrative Expenses
Selling, general and administrative costs increased by $13.8 million, or 18.1% in the current period. This increase was largely driven by an increase in stock-based compensation and accruals for cash-based incentive compensation. The current year period also included $6.9 million in separation-related costs and other non-recurring professional fees compared to $3.4 million in similar non-recurring costs (including strategic review costs and securitization facility transaction fees) in the prior year period. These increases were partially offset by $5.7 million in severance paid in 2024 that was recorded within selling, general and administrative costs in the prior year period. In the current year period, we also incurred incremental costs to operate as a standalone public company and to grow our sales and business development function.
Interest Expense, Net
Interest expense, net decreased by $8.3 million during the current period compared to the prior year period due to a reduction in average debt balance and a decrease in interest rates on outstanding variable-rate borrowings, net of $8.3 million in costs related to the refinance of our credit facility.
Income Tax
Our effective tax rate for the fiscal nine-month periods ended September 28, 2025 and September 29, 2024 was (14.4%) and (3.1%), respectively. The effective tax rate for the current year period was impacted by the disproportionate amount of non-deductible expenses in relation to loss before income taxes. The effective tax rate for the prior year period was impacted by the use of the actual effective tax rate instead of the annual effective tax rate. Additionally, differences in income (loss) before income taxes by jurisdiction caused fluctuations in the effective tax rate when comparing periods.
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, Base Revenue, Base Gross Profit and Base Gross Profit Margin, all of which are measures not presented in accordance with GAAP, provide investors with
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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. Management also believes that providing these non-GAAP measures helps investors evaluate the Company’s operating results 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, (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. 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.
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.
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. Management believes these Non-GAAP measures are more suitable disclosures for evaluating fundamental business performance and for comparison purposes.
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 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)
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securitization facility transaction fees represent legal and other professional fees incurred to establish our 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. The most comparable GAAP financial measure and information reconciling the GAAP and non-GAAP financial measures are set forth below.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
The following table presents reconciliations of net income (loss) to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin for the specified periods:
| 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) | |||||||||||||||||||||
| Interest expense, net | 26,205 | 23,925 | 62,314 | 70,653 | |||||||||||||||||||||||||
| Income tax expense | 7,918 | 21,770 | 973 | 523 | |||||||||||||||||||||||||
| Depreciation expense | 27,805 | 26,546 | 82,901 | 81,921 | |||||||||||||||||||||||||
| Amortization of intangible assets | 6,685 | 6,662 | 20,034 | 19,991 | |||||||||||||||||||||||||
| EBITDA | 70,727 | 75,286 | 158,491 | 155,935 | |||||||||||||||||||||||||
| Non-cash stock-based compensation | 2,143 | 1,318 | 5,893 | 810 | |||||||||||||||||||||||||
| Separation-related costs | 2,343 | — | 5,518 | — | |||||||||||||||||||||||||
| Strategic review costs | — | — | — | 2,010 | |||||||||||||||||||||||||
| Severance costs | — | 531 | — | 7,188 | |||||||||||||||||||||||||
| Securitization facility transaction fees | — | 1,393 | — | 1,393 | |||||||||||||||||||||||||
| Other professional fees | — | — | 1,379 | — | |||||||||||||||||||||||||
| CEO transition costs | — | 233 | — | 233 | |||||||||||||||||||||||||
| Adjusted EBITDA | $ | 75,213 | $ | 78,761 | $ | 171,281 | $ | 167,569 | |||||||||||||||||||||
| Adjusted EBITDA Margin (% of revenue) | 8.8 | % | 10.9 | % | 8.1 | % | 8.7 | % | |||||||||||||||||||||
Adjusted Net Income:
The following table presents reconciliations of net income (loss) to Adjusted Net Income for the specified periods:
| 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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Base Revenue and Base Gross Profit
The following table presents reconciliations of revenue, net to Base Revenue and gross profit to Base Gross Profit and Base Gross Profit Margin.
| 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 | % | |||||||||||||||
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Liquidity and Capital Resources
Sources and Uses of Liquidity
Our primary liquidity needs have historically related to supporting working capital requirements, funding capital expenditures and servicing our debt. As of September 28, 2025 and December 29, 2024, cash and cash equivalents were $16.1 million and $49.0 million, respectively. We believe our capital resources, including existing cash balances, together with our operating cash flows and borrowings under our credit facilities, are sufficient to meet our financial obligations for the next 12 months and the foreseeable future.
We evaluate our working capital requirements on a regular basis and regularly monitor financial markets and assess general economic conditions for possible impacts to our financial position. Our capital requirements may change to the extent we identify acquisition opportunities, if we experience difficulties collecting amounts due from customers, increase our working capital in connection with new or existing customer programs or repay certain credit facilities.
Cash Flows
The following table presents a summary of our cash flows:
| Fiscal Nine Months Ended | |||||||||||||||||
| (dollars in thousands) | September 28, 2025 | September 29, 2024 | |||||||||||||||
| Net cash (used in) provided by operating activities | $ | (5,769) | $ | 97,232 | |||||||||||||
| Net cash used in investing activities | (64,161) | (59,291) | |||||||||||||||
| Net cash provided by (used in) financing activities | 36,953 | (18,747) | |||||||||||||||
Operating Activities
Cash flows provided by operating activities are impacted by changes in the timing of demand for our services and related operating margins but can also be affected by working capital needs. Working capital is primarily affected by changes in accounts receivable, contract assets, prepaid expenses and other current assets, accounts payable, accrued expenses, contract liabilities, and income tax accounts, which are primarily related to changes in revenue and related costs of revenue. These working capital balances are affected by changes in revenue resulting from the timing and volume of work performed, variability in the timing of customer billings and collections of receivables, as well as settlement of payables and other liabilities.
Net cash (used in) provided by operating activities for the fiscal nine months ended September 28, 2025 was $(5.8) million, compared to $97.2 million for the fiscal nine months ended September 29, 2024, representing a decrease in operating cash flows of $103.0 million. This decrease is primarily attributable to our Securitization Facility, as the prior year-to-date period included a $125.0 million favorable impact to cash from operating activities due to the initial sale of accounts receivable upon the inception of our Securitization Facility in September 2024. In the current year, the facility was cash flow neutral, as the same amount of receivables remained sold. Partially offsetting the impact of the Securitization Facility were the factors below, which had a combined net favorable impact on cash from operating activities of approximately $15.7 million year-over-year:
•Net income and non-cash adjustments: Net income adjusted for several non-cash items (stock-based compensation, depreciation, debt issuance cost amortization and write-offs, gain on sale of equipment, and deferred taxes) increased approximately $14.7 million year-over-year.
•Accounts receivable and contract assets: Cash flow decreased $78.5 million (excluding the impacts of the Securitization Facility discussed above) due to higher revenue and the timing of customer billings resulting in increased balances.
•Accounts payable and accrued expenses: Cash flow increased $50.7 million as increased work volumes in the current period and timing of billings by vendors led to higher accounts payable and accrued expenses at the end of the current period.
•Contract liabilities: Cash flow increased $28.8 million, as new projects led to advance billings to customers.
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Investing Activities
Net cash used in investing activities was $64.2 million in the fiscal nine months ended September 28, 2025 compared to $59.3 million for the fiscal nine months ended September 29, 2024, an increase of $4.9 million.
The construction industry is capital intensive, and we expect to continue to incur capital expenditures to meet anticipated needs for our services. For the fiscal nine months ended September 28, 2025 and September 29, 2024, we had capital expenditures of $68.7 million and $66.1 million, respectively.
These items were partially offset by proceeds from the sale of property and equipment of $4.6 million and $6.8 million for the fiscal nine-month periods ended September 28, 2025 and September 29, 2024, respectively.
Financing Activities
Net cash provided by (used in) financing activities was $37.0 million for the fiscal nine months ended September 28, 2025 compared to $(18.7) million for the fiscal nine months ended September 29, 2024. This increase was primarily due to the following factors:
•Non-recurring prior-year transactions: The prior year included $328.0 million in proceeds from the Centuri IPO. The prior year also included $92.8 million in cash outflows to purchase noncontrolling interests in our subsidiaries. These two transactions resulted in a net $235.2 million inflow that did not recur in the current period.
•Term loan financing activity: Net financing cash flows related to our term loan facility increased $354.7 million between periods, as in the prior year we made over $285.0 million in term loan prepayments (using proceeds from the Centuri IPO and Securitization Facility), while in the current year we increased our borrowings under our term loan facility when we refinanced our credit agreement.
•Revolving credit facility activity: Net financing cash flows related to our revolving credit facility decreased $61.0 million between periods. We used the majority of the additional borrowings under our term loan facility to pay down the balance on our revolving credit facility.
Foreign Operations
While we primarily operate in the United States, we also have operations in Canada. Therefore, changes in the value of Canadian dollars affect our financial statements when translated into U.S. dollars. The revenue from our Canadian operations was approximately 8% and 7% of total revenue for the fiscal nine-month periods ended September 28, 2025 and September 29, 2024, respectively. At times, we also enter into transactions in foreign currencies, primarily in Canadian dollars, that subject us to currency risks. We regularly monitor our foreign currency exposure to determine the most effective foreign currency risk mitigation strategies. Currently, we are not party to any foreign currency exchange contracts.
Credit and Securitization Facilities
Term Loan and Revolving Credit Facility
On July 9, 2025, we signed the sixth amendment to our amended and restated credit agreement to refinance and replace in full our existing term loan facility with an $800 million term loan facility, $93.6 million of which is comprised of new term loans used to refinance existing indebtedness and $706.4 million of which was used to refinance existing term loans. This amendment also increased the maximum principal amount of our senior secured revolving credit facility from $400 million to $450 million. This multi-currency facility allows us to request loan advances in either Canadian dollars or U.S. dollars. Amounts borrowed and repaid under the revolving line of credit portion of the facility are available to be re-borrowed.
We evaluated whether modification or extinguishment accounting should be applied on a lender-by-lender basis in association with the refinance. The results of this analysis are summarized below:
•Term loan facility: $1.9 million in unamortized debt issuance costs were written-off related to debt extinguishments, and $6.0 million in third-party fees related to debt modifications were expensed. These
41
$7.9 million in costs were recorded within interest expense, net on the statement of operations. A total of $3.7 million in new lender and third-party costs incurred in the refinance were capitalized as a reduction in long-term debt and will be amortized over the life of the term loan facility.
•Revolving credit facility: $0.4 million in unamortized debt issuance costs were written-off related to debt extinguishments and recorded within interest expense, net on the statement of operations. A total of $1.5 million in new third-party fees were capitalized and will be amortized over the life of the revolving credit facility. These capitalized costs are recorded within other assets on the condensed consolidated balance sheet.
As a result of the refinance, our term loan facility, previously set to mature on August 27, 2028, is now set to mature on July 9, 2032, and our revolving credit facility, previously set to mature on August 27, 2026, is now set to mature on July 9, 2030. The term loan facility, which previously did not have any principal payments due aside from a balloon payment at maturity, now requires quarterly principal payments of $2.0 million with the remainder paid in a balloon payment at maturity. The obligations under our credit agreement are secured by present and future ownership interests in substantially all of our direct and indirect subsidiaries, substantially all of our tangible and intangible personal property, and all products, profits and proceeds of the foregoing. Assets securing the facility totaled $2.1 billion as of September 28, 2025.
During the fiscal nine months ended September 28, 2025, the maximum amount outstanding on the combined facility was $916.0 million, at which point $800.0 million was outstanding on the term loan portion of the facility. As of September 28, 2025 and December 29, 2024, $95.8 million and $113.5 million, respectively, was outstanding on the revolving credit facility, in addition to $800.0 million and $706.4 million that was outstanding on the term loan portion of the facility as of September 28, 2025 and December 29, 2024, respectively. Also, as of September 28, 2025 and December 29, 2024, there was approximately $297.8 million and $226.1 million, respectively, net of outstanding letters of credit, of unused capacity under the line of credit. We had $68.6 million and $64.6 million of unused letters of credit available as of September 28, 2025 and December 29, 2024, respectively.
Immediately prior to the sixth amendment, we were required to maintain a leverage ratio of 4.00 to 1.00, and an interest coverage ratio of greater than a minimum of 2.50 to 1.00 under our revolving credit facility. Pursuant to the sixth amendment signed on July 9, 2025, we are now required to maintain a leverage ratio of 4.50 to 1.00 for any future quarter ending prior to September 30, 2026, and 4.00 to 1.00 for any quarter ending on or after September 30, 2026. The requirement to maintain an interest coverage ratio of greater than a minimum of 2.50 to 1.00 remains unchanged. We are currently in compliance with all of our financial covenants under the revolving credit facility.
The applicable margin for the newly amended revolving credit facility ranges from 1.25% to 2.25% for SOFR and Canadian Overnight Repo Rate Average (“CORRA”) loans and from 0.25% to 1.25% for base rate loans, depending on our net leverage ratio. The newly amended term loan facility has a fixed margin of 1.25% for base rate loans and 2.25% for SOFR loans, which is 0.25% lower than the rates prior to the sixth amendment.
Accounts Receivable Securitization
In September 2024, we entered into our Securitization Facility with PNC Bank, National Association (“PNC”) to improve cash flows from trade accounts receivable and used all of the proceeds to pay down our existing debt. Under the Securitization Facility, certain of our designated subsidiaries have sold and/or contributed, and will continue to sell and/or contribute, their accounts receivable and contract assets generated in the ordinary course of their business and certain related assets to the indirect wholly owned bankruptcy-remote Special Purpose Entity (“SPE”) we created specifically for this purpose. The SPE transfers ownership and control of accounts receivable to PNC for payments as set forth in the agreement. We account for accounts receivable sold to the banking counterparty as a sale of financial assets and have derecognized the accounts receivable from our condensed consolidated balance sheet for the current period.
The total outstanding balance of accounts receivable that had been sold and derecognized was $125.0 million as of September 28, 2025. We had no unused capacity on the Securitization Facility as of September 28, 2025.
Equipment Term Loans
As of September 28, 2025, we had six equipment term loans with initial amounts totaling approximately $150 million, with certain owned equipment used as collateral. The loans are serviced in U.S. dollars.
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Recently Issued Accounting Pronouncements
Refer to “Note 2 — Basis of Presentation and Recent Accounting Pronouncements” to our condensed consolidated financial statements for a discussion of recent accounting standards and pronouncements.
Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires the use of estimates and assumptions. A summary of our critical accounting policies and estimates is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our 2024 Annual Report. We are required to make estimates and judgments in the preparation of our condensed consolidated financial statements that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosures. We continually review these estimates and their underlying assumptions to ensure they are appropriate for the circumstances. Changes in the estimates and assumptions we use could have a material impact on our financial results. During the fiscal nine months ended September 28, 2025, there were no material changes in our critical accounting estimates or policies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There were no material changes to our quantitative and qualitative disclosures about market risk during the fiscal nine months ended September 28, 2025. Refer to “Quantitative and Qualitative Disclosures about Market Risk” within our 2024 Annual Report for information on financial market risk related to changes in interest rates and currency exchange rates. Our primary exposure to market risk relates to unfavorable changes in interest rates and currency exchange rates.
For a discussion of our concentration of credit risk, refer to “Note 14 — Commitments and Contingencies” to our condensed consolidated financial statements.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
At the end of the period covered by this Quarterly Report on Form 10-Q, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 14d-15(e) under the Exchange Act). Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer reviewed and participated in this evaluation, and both concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
Changes in Internal Control
There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the third fiscal quarter of 2025 that have materially affected, or are likely to materially affect the Company’s internal control over financial reporting.
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Part II - Other Information
Item 1. Legal Proceedings
For discussion regarding legal proceedings, please refer to “Note 14 — Commitments and Contingencies” in the accompanying notes to our condensed consolidated financial statements.
Item 1A. Risk Factors
Our business is subject to a variety of risks and uncertainties that are difficult to predict and many of which are outside of our control. For a detailed discussion of the risks that affect our business, refer to the section entitled “Risk Factors” included in our 2024 Annual Report. As of the date of this filing, there have been no material changes to the risk factors previously described in our 2024 Annual Report. The matters specifically identified are not the only risks and uncertainties facing our company, and risks and uncertainties not known to us or not specifically identified also may impair our business operations. If any of these risks and uncertainties occur, our business, financial condition, results of operations and cash flows could be negatively affected, which could negatively impact the value of an investment in our company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During the fiscal three months ended September 28, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
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Item 6. Exhibits
| Exhibit Number | Exhibit Description | Incorporated by Reference | ||||||||||||||||||
| Form | File Number | Exhibit | Filing Date | Filed or Furnished Herewith | ||||||||||||||||
| 3.1 | S-8 | 333-278834 | 4.1 | April 19, 2024 | ||||||||||||||||
| 3.2 | S-8 | 333-278834 | 4.2 | April 19, 2024 | ||||||||||||||||
| 10.1* | 8-K | 001-42022 | 10.1 | August 11, 2025 | ||||||||||||||||
| 10.2* | 8-K | 001-42022 | 10.1 | July 14, 2025 | ||||||||||||||||
| 31.1 | X | |||||||||||||||||||
| 31.2 | X | |||||||||||||||||||
| 32.1 | X | |||||||||||||||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | X | ||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) | X | ||||||||||||||||||
_________
*Certain personal information and schedules in this exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6) and Item 601(a)(5).
45
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CENTURI HOLDINGS, INC. | ||||||||
Date: November 5, 2025 | By: | /s/ Kendra L. Chilton | ||||||
| Kendra L. Chilton | ||||||||
| Chief Accounting Officer | ||||||||
| (Principal Accounting Officer and duly authorized officer) | ||||||||
46
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Christian I. Brown, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Centuri Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [language intentionally omitted pursuant to Exchange Act Rule 13a-14] for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.[Paragraph intentionally omitted pursuant to Exchange Act Rule 13a-14];
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 5, 2025 | /s/ Christian I. Brown | ||||
| Christian I. Brown | |||||
| President, Chief Executive Officer and Director | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Gregory A. Izenstark, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Centuri Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [language intentionally omitted pursuant to Exchange Act Rule 13a-14] for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.[Paragraph intentionally omitted pursuant to Exchange Act Rule 13a-14];
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 5, 2025 | /s/ Gregory A. Izenstark | ||||
| Gregory A. Izenstark | |||||
Chief Financial Officer (Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned officers of Centuri Holdings, Inc. (the “Company”) hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to such officer’s knowledge that:
1.the accompanying quarterly report on Form 10-Q for the period ended September 28, 2025 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 5, 2025 | /s/ Christian I. Brown | ||||
| Christian I. Brown | |||||
| President, Chief Executive Officer and Director | |||||
Dated: November 5, 2025 | /s/ Gregory A. Izenstark | ||||
| Gregory A. Izenstark | |||||
Chief Financial Officer | |||||
This certification is being furnished to the Securities and Exchange Commission with the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section.